10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2006

OR

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                          to

Commission File Number 000-50689

BH/RE, L.L.C.

(Exact Name of Registrant as Specified in its Charter)

NEVADA	84-1622334
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)
3667 Las Vegas Boulevard South Las Vegas, Nevada	89109
(Address of Principal Executive Offices)	(Zip Code)

(702) 785-5555

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

VOTING MEMBERSHIP INTERESTS

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YesoNox

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesoNox

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.YesxNoo

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

         Large accelerated filer oAccelerated filer oNon-accelerated filer x

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).YesoNox

As of June 30, 2006, the aggregate market value of the voting and nonvoting common equity held by nonaffiliates of the Registrant was $0. As of April 2, 2007, each of Robert Earl and Douglas P. Teitelbaum held 50% of the Registrant’s voting membership interests, each of BH Casino and Hospitality LLC I and OCS Consultants, Inc. held 40.75% of the Registrant’s equity membership, and BH Casino and Hospitality LLC II held the remaining 18.50% of the Registrant’s equity membership interests.

TABLE OF CONTENTS

PART I
ITEM 1.	BUSINESS	3
ITEM 1A.	RISK FACTORS	17
ITEM 1B.	UNRESOLVED STAFF COMMENTS	23
ITEM 2.	PROPERTIES	24
ITEM 3.	LEGAL PROCEEDINGS	24
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	24
PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	24
ITEM 6.	SELECTED FINANCIAL DATA	25
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	26
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	41
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	42
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	70
ITEM 9A.	CONTROLS AND PROCEDURES	70
ITEM 9B.	OTHER INFORMATION	70
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	71
ITEM 11.	EXECUTIVE COMPENSATION	75
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	88
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	90
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	92
PART IV
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	93
SIGNATURES		99

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PART I

ITEM 1.BUSINESS

Unless the context indicates otherwise, all references to “BH/RE”, the “Company”, “we”, “us”, “our” and “ours” refer to BH/RE, L.L.C. and its consolidated subsidiaries.

Forward-looking Statements

This annual report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this report and elsewhere by management from time to time, the words “believe”, “anticipate”, “expect”, “intend”, “estimate”, “plan”, “may”, “seek”, “will”, and similar expressions are intended to identify forward-looking statements with respect to our financial condition, results of operations and our business including our planned and possible expansion plans, legal proceedings and employee matters. Certain important factors, including but not limited to, competition from other gaming operations, factors affecting our ability to complete acquisitions and dispositions of gaming properties, leverage, construction risks, the inherent uncertainty and costs associated with litigation and governmental and regulatory investigations, and licensing and other regulatory risks, could cause our actual results to differ materially from those expressed in or implied by our forward-looking statements. Further information on potential factors which could affect our financial condition, results of operations and business including, without limitation, the expansion, development and acquisition projects, legal proceedings and employee matters are included in “Item 1A—Risk Factors” of this Annual Report on Form 10-K. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date thereof. We undertake no obligation to publicly release any revisions to such forward-looking statements to reflect events or circumstances after the date hereof.

Organization

BH/RE is a holding company that owns 85% of EquityCo, L.L.C. (“EquityCo”). The remaining 15% of EquityCo is owned indirectly by Starwood Hotels & Resorts Worldwide, Inc. (“Starwood”). MezzCo, L.L.C. (“MezzCo”) is a wholly-owned subsidiary of EquityCo and each of OpBiz, LLC (“OpBiz”) and PH Mezz II LLC (“PH Mezz II”) is a wholly owned subsidiary of MezzCo. PH Mezz I LLC (“PH Mezz I”) is a wholly owned subsidiary of PH Mezz II. PH Fee Owner LLC (“PH Fee Owner”) is a wholly-owned subsidiary of PH Mezz I. TSP Owner LLC (“TSP Owner”) is a wholly-owned subsidiary of PH Fee Owner. PH Mezz II, PH Mezz I, PH Fee Owner and TSP Owner are Delaware limited liability companies structured as bankruptcy remote special purpose entities which, together with OpBiz, own and operate the Aladdin Resort and Casino which is currently being transformed into the Planet Hollywood Resort and Casino (the “PH Resort”). OpBiz is the licensed owner and operator of the gaming assets and leases the casino space and hotel space together with all hotel assets from PH Fee Owner. TSP Owner is the owner of the parcel of land (the “Timeshare Parcel”) that is currently subject to a Timeshare Purchase Agreement, dated December 10, 2004, between OpBiz and Westgate Resorts, LLP, a Florida limited partnership (“Westgate”), as more fully described below. As of April 2, 2007, each of Robert Earl and Douglas P. Teitelbaum held 50% of BH/RE’s voting membership interests. BH/RE’s equity membership interests were held 40.75% by BH Casino and Hospitality LLC I (“BHCH I”), 18.50% by BH Casino and Hospitality LLC II (“BHCH II” and, together with BHCH I, “BHCH”) and 40.75% by OCS Consultants, Inc. (“OCS”).

BH/RE and its subsidiaries were formed to acquire, operate and renovate the Aladdin Resort and Casino (the “Aladdin”) located in Las Vegas, Nevada. OpBiz completed the acquisition of the Aladdin on September 1, 2004 and has begun a renovation project to transform the Aladdin into the PH Resort. In connection with the renovation of the Aladdin, OpBiz has entered into an agreement with Planet

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Hollywood International, Inc. (“Planet Hollywood”) and certain of its subsidiaries to, among other things, license Planet Hollywood’s trademarks, memorabilia and other intellectual property. OpBiz has also entered into an agreement with Sheraton Operating Corporation (“Sheraton”), a subsidiary of Starwood, pursuant to which Sheraton will provide hotel management, marketing and reservation services for the hotel that comprises a portion of the PH Resort.

BH/RE is a Nevada limited liability company and was organized on March 31, 2003. BH/RE was formed by BHCH and OCS. BHCH is controlled by Douglas P. Teitelbaum, a managing principal of Bay Harbour Management, L.C., an investment management firm (“Bay Harbour Management”). BHCH was formed by Mr. Teitelbaum to allow funds managed by Bay Harbour Management to hold investments in BH/RE. OCS is wholly-owned and controlled by Robert Earl and holds Mr. Earl’s investment in BH/RE. Mr. Earl is the founder, chairman and chief executive officer of Planet Hollywood and Mr. Teitelbaum is a director of Planet Hollywood. Mr. Earl, a trust for the benefit of Mr. Earl’s children and certain affiliates of Bay Harbour Management, own substantially all of the equity of Planet Hollywood. Mr. Earl disclaims beneficial ownership of any equity of Planet Hollywood owned by the trust.

Acquisition of the Aladdin

Aladdin Gaming, L.L.C. (“Aladdin Gaming”), which was a debtor-in-possession under Chapter 11 of the United States Bankruptcy Code, commenced its bankruptcy case in the United States Bankruptcy Court for the District of Nevada, Southern Division on September 28, 2001. On April 23, 2003, OpBiz and Aladdin Gaming entered into a purchase agreement pursuant to which OpBiz agreed to acquire the Aladdin. Under the purchase agreement and pursuant to an order of the Bankruptcy Court, Aladdin Gaming conducted an auction to sell the Aladdin. On June 20, 2003, the Bankruptcy Court declared OpBiz the winner of that auction and, on August 29, 2003, the Bankruptcy Court entered an order confirming Aladdin Gaming’s plan of reorganization and authorizing Aladdin Gaming to complete the sale of the Aladdin to OpBiz under the purchase agreement. On September 1, 2004, OpBiz acquired substantially all of the real and personal property owned or used by Aladdin Gaming to operate the Aladdin, and received $15 million of working capital from Aladdin Gaming, including $25.7 million of cash. The acquisition was accounted for as a purchase and, accordingly, the purchase price and working capital adjustments were allocated to the underlying acquired assets and assumed liabilities. The working capital adjustment was determined based on the closing balance sheet on August 31, 2004.

OpBiz paid the purchase price for the Aladdin using the proceeds from the issuance of certain secured notes to Aladdin Gaming’s secured creditors, as described below. OpBiz assumed various contracts and leases entered into by Aladdin Gaming in connection with its operation of the Aladdin and certain of Aladdin Gaming’s liabilities, including Aladdin Gaming’s energy service obligation to the third party owner of the central utility plant that supplies hot and cold water and emergency power to the Aladdin. At the time of purchase, the energy service obligation was equal to $34 million. Upon the completion of the Aladdin acquisition, OpBiz issued $510 million of new secured notes to Aladdin Gaming’s secured creditors under an Amended and Restated Loan and Facilities Agreement (the “Credit Agreement”) with a group of lenders and The Bank of New York, Asset Solutions Division, as administrative and collateral agent.

Simultaneously with the execution of the Credit Agreement, OpBiz made a $14 million cash payment to the secured creditors thereunder, which reduced the principal amount of the notes to $496 million, and obtained a release of a lien on the Timeshare Parcel. On December 10, 2004, OpBiz entered into a Timeshare Purchase Agreement with Westgate, pursuant to which OpBiz agreed to sell the Timeshare Parcel to Westgate, and Westgate agreed to develop, market, manage and sell timeshare units on such Timeshare Parcel.

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The Credit Agreement also required that OpBiz provide either cash or a letter of credit in the aggregate amount of $90 million to fund the costs of the planned renovations to the Aladdin. In August 2004, MezzCo issued $87 million of senior secured notes to a group of purchasers. The net proceeds of this financing were used to make the $14 million payment described above, to pay certain costs and expenses of BH/RE and its subsidiaries and affiliates related to the acquisition of the Aladdin, and to provide OpBiz with a portion of the funds necessary to meet its obligations regarding the planned renovations to the Aladdin.

The purchase agreement also provided that OpBiz assume substantially all of Aladdin Gaming’s pre-petition contracts and leases and any post-petition contracts or leases to which OpBiz does not object. In addition, the purchase agreement provided that OpBiz offer employment to all of Aladdin Gaming’s employees, other than executive management, on terms and conditions substantially similar to their previous employment terms and conditions.

2006 Refinancing

On November 30, 2006, OpBiz and PH Fee Owner (collectively the “Borrower”) entered into a Loan Agreement  (the “Loan Agreement”) with Column Financial, Inc. for a mortgage loan in the principal amount of up to $820 million (the “Loan”). The Loan Agreement provides for an initial disbursement in the amount of $759.7 million and a future funding (the “Future Funding”) in the amount of up to $60.3 million. The Loan is secured by a deed of trust on the PH Resort, a deed of trust on the Timeshare Parcel, and a pledge, subject to approval by the Nevada gaming authorities by MezzCo of its membership interest in OpBiz.

Using the proceeds from the Loan, we have repaid in full all amounts outstanding under the Credit Agreement. Pursuant to the terms of the Credit Agreement, upon repayment of all amounts due, the warrants to purchase 2.5% of the equity in EquityCo issued to the Lenders at the closing of the Credit Agreement became exercisable.  The warrants can either be settled in cash or in other membership interests upon exercise. On March 14, 2007, the Company entered into a letter agreement with the Lenders to compensate the holders of any unexercised warrants upon the expiration of the exercise period (but in any event no later than March 30, 2007) at a cost of $1.61 per warrant. The exercise period expired on March 21, 2007 with no warrant holders electing to exercise. Accordingly, the Company has recorded the value of the warrants as $1.61 million in the accompanying consolidated statements of financial position.

In addition, in order to permit the Lender to foreclose on the Hotel and Casino separately and to allow OpBiz to continue to operate the casino after such a foreclosure (should the Lender choose to do so), title to the real property comprising the Hotel and Casino (the “Property”) was transferred from OpBiz to PH Fee Owner. OpBiz and PH Fee Owner then entered into a lease pursuant to which OpBiz agreed to continue to operate the Hotel in the manner it had been and to pay monthly rent of approximately $916,000. OpBiz and PH Fee Owner also entered into a lease pursuant to which OpBiz agreed to continue to operate the Casino in the manner it had been and to pay monthly rent of approximately $1,160,000.

In connection with the Loan, the Lender required that Trophy Hunter Investments, Ltd., Bay Harbour 90-1, Ltd. and Bay Harbour Master Ltd., which are affiliates of Bay Harbour Management,  execute and deliver a certain Guaranty (as described below). In exchange for Trophy Hunter Investments, Ltd. and Bay Harbour Master Ltd. (the “Guarantors”) executing the Guaranty, OpBiz and PH Fee Owner agreed to pay to Trophy Hunter Investments, Ltd. and Bay Harbour Master Ltd. a fee equal to $1,500,000 per year. The fee is accrued and only payable once OpBiz hits certain debt service coverage ratios defined in the Loan Agreement.

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In connection with the Loan, the Guarantors entered into a Guaranty, dated November 30, 2006 (the “Guaranty”), pursuant to which the Guarantors agreed to indemnify the Lender against losses related to certain prohibited actions of the Borrower and guarantied full repayment of the Loan in the case of a voluntary or collusive bankruptcy of the Borrower, a transfer of the Property or interests in the Borrower in violation of the Loan Agreement and if the Borrower fails to maintain its status as a bankruptcy remote entity and as a result sees its assets consolidated with those of an affiliate in a bankruptcy. The liability of the Guarantors is capped at $15,000,000 per entity and $30,000,000 in the aggregate, however this cap does not apply to (i) liability arising from events, acts or circumstances actually committed or brought about by the willful acts of any of the Guarantors and (ii) the extent of any benefit received by any of the Guarantors as a result of the acts giving rise to the liability under the Guaranty. Each of Douglas Teitelbaum and Robert Earl executed and delivered guaranties substantially the same as that delivered by the Guarantors, however the liability of each of them was limited to (i) liability arising from events, acts or circumstances actually committed or brought about by willful acts by him and (ii) the extent of any benefit received by him as a result of the acts giving rise to the liability under the Guaranty.

In connection with the Loan, the Guarantors and Robert Earl executed and delivered a Completion Guaranty, dated November 30, 2006, pursuant to which they jointly and severally guarantied the completion of the renovation of the Property and payment of all costs associated therewith. The liability under the Completion Guaranty is capped at the greater of (a) $35,000,000 and (b) only in the case that cost overruns for the renovation exceed $15,000,000, 24% of the then unpaid costs of the completion of the renovation.

Additionally, in connection with the Loan Agreement, we effected a refinancing of the Securities Purchase Agreement, dated August 9, 2004 (the “Securities Purchase Agreement”), among MezzCo and the investors named therein (the “Investors”), pursuant to which MezzCo issued to the Investors (i) 16% senior subordinated secured notes (the “Notes”) in the original aggregate principal amount of $87 million, and (ii) warrants (the “Warrants”) for the purchase (subject to certain adjustments as provided for therein) of membership interests of MezzCo, representing 17.5% of its fully diluted equity. The proceeds from the Loan were used to redeem the Notes in full.

In connection with the refinancing of the Securities Purchase Agreement and redemption of the Notes, MezzCo, OpBiz, EquityCo, Post Advisory Group, L.L.C. (the “Collateral Agent”), and the Investors (collectively, the “Restructuring Parties”), entered into a Restructuring Agreement, dated November 30, 2006 (the “Restructuring Agreement”), pursuant to which the Restructuring Parties terminated in full the Securities Purchase Agreement, terminated and amended certain other existing agreements, and entered into certain other ancillary agreements, as more fully described below under “Description of Certain Indebtedness”.

The Aladdin Resort and Casino

The Aladdin is located at 3667 Las Vegas Boulevard South in Las Vegas,  Nevada, in the area commonly referred to as the Las Vegas Strip. The Aladdin is part of a resort, casino and entertainment complex (the “Complex”) that occupies a 35-acre site located on the northeast corner of Las Vegas Boulevard (the “Strip”) and Harmon Avenue in Las Vegas, Nevada.

The Aladdin includes a 2,567-room hotel (the “Hotel”), which offers deluxe guestrooms, resort guestrooms, suites, luxury rooms and mega suites. In addition, the hotel has an outdoor pool area and an approximately 32,000-square foot spa that is leased to a third party.

Aladdin’s 116,000-square foot casino (the “Casino”) is currently under renovation and when completed as the PH Resort, will offer approximately 1,610 slot machines, 80 table games, a poker room and a race-and sports-book facility on its main floor. The Casino will also include gaming on the mezzanine

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level with a total of 172 slots,  83 of which will be high denomination and together with 12 high denomination table games, will make up the high limit luxury gaming area.

We anticipate the PH Resort will have nine restaurants. Seven of those restaurants will operate pursuant to leases with third parties and include a Chinese restaurant leased to P.F. Chang’s, a 24-hour casual dining facility, an Italian restaurant, a Japanese restaurant, a steak house, a Mexican restaurant and a casual sandwich shop. We intend to continue to operate the remaining two restaurants which are the buffet and a poolside snack bar, as well as room service and banquet services in the convention space. We also operate a Starbucks Coffee franchise under an agreement with Starbucks Corporation. Additionally, we anticipate the PH Resort will have two nightclubs operated by third parties as well as gift and merchandise shops operated by the Marshall Retail Group.

The Aladdin also has over 75,000 square feet of convention, trade show and meeting facilities, including a 37,000-square foot main ballroom, 10,000 square feet of pre-function space and 16,000 square feet of breakout space in 18 separate rooms.

The 7,500-seat Theater for the Performing Arts (the “TPA”) is part of the Complex described below, but is not directly connected to the Hotel and the Casino. Hotel and Casino customers and the general public can enter the TPA through the adjacent shopping mall, which is currently known as the Desert Passage, as described below, or through entrances leading directly into the TPA. The TPA is used for award shows, live music events and theatrical performances. The Aladdin also had unfinished space for an approximately 1,300-seat theater on a mezzanine level above the Casino (the “Showroom”). Effective December 16, 2004, OpBiz entered into a long-term lease agreement with CC Entertainment Theatrical-LV, LLC, successor-in-interest to SFX Entertainment, Inc. pursuant to an assignment dated September 26, 2005 (“CCE”), pursuant to which CCE will be renovating and leasing the TPA and Showroom and related areas. The renovation projects on both the TPA and the Showroom are expected to be completed and operating during the second quarter of 2007. CCE will have the exclusive right to use, reconfigure, adapt, change and operate the leased premises.

In conjunction with the purchase of the Aladdin, we acquired a four-acre parcel of vacant land from Aladdin Gaming. This parcel is adjacent to the Desert Passage. For further discussion about our plans for this vacant land, see below under “Business Strategy—Develop Vacant Property.”

In addition to the Hotel, Casino and TPA, the Complex includes the Desert Passage, which is a themed entertainment shopping mall with approximately 435,000 square feet of retail space, and an approximately 4,800-space parking facility jointly used by the Aladdin and the Desert Passage. The Desert Passage is currently being re-themed, re-designed and re-named for consistency with the planned renovations to the Aladdin.

The Desert Passage and the parking facility are owned by Boulevard Invest, LLC (“Boulevard Invest”), an unaffiliated third party. The Desert Passage, which is directly connected to the Casino, contains an array of stores, boutiques, restaurants, cafes and other entertainment offerings. We are a party to reciprocal use easements and agreements governing the operation and maintenance of the Hotel, the Casino, the TPA, the Desert Passage, the Timeshare Parcel and the parking facility.

The central utility plant, which provides hot and cold water and emergency power to the Complex, is owned by Northwind Aladdin (“Northwind”), an unaffiliated third party. We lease the land on which the central utility plant is located to Northwind for a nominal yearly rent.

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Business Strategy

Our strategy is to improve profitability by:

·renovating the Aladdin;

·implementing a new marketing program to capitalize on the Planet Hollywood and Starwood brand names;

·upgrading and expanding gaming and non-gaming attractions; and

·entering into agreements with third parties for operation of the restaurant, entertainment and retail shops.

Renovate the Aladdin

We have created a design and construction plan with an estimated cost of $176 million to renovate the Aladdin into the PH Resort. In addition, we have entered into an agreement with CCE to fund, develop and operate the TPA and Showroom, and have entered into additional agreements with other third parties to develop and/or operate additional restaurants, retail outlets, lounges and nightclubs at the PH Resort, thereby increasing the number of amenities at the PH Resort without increasing renovation costs. Construction on the renovation project began in October 2005, and we currently expect to complete the interior renovation of the Aladdin into the PH Resort  in April 2007 with the exterior façade being completed by the end of third quarter 2007.

The key elements of our plan to renovate the Aladdin are:

Redesign entrance and traffic flow.   We intend to construct a new main entrance to the PH Resort that will improve access to the Casino from Las Vegas Boulevard by creating a large main entrance and several well-identified secondary entrances including joint common entries with the Desert Passage shopping mall. We also plan to level the current plaza, which we expect will improve pedestrian traffic into the Casino from Las Vegas Boulevard and to make improvements to the Casino that will direct those customers across the Casino floor to reach our restaurants, shops and entertainment attractions. In addition, we will redesign the façade of the building and create an attraction with that façade, as well as add a large marquee to the front of the PH Resort. We anticipate that these improvements will result in more walk-in visitors to the Casino and our other planned attractions and amenities.

Renovate and expand Casino.   We intend to renovate the Casino and, subject to approval of applicable Nevada gaming authorities, expand the Casino into a portion of the Desert Passage that we are currently leasing. In addition, we intend to remove or modify existing structures on the Casino floor so that the Casino will appear larger and more inviting, to redesign the Casino floor to better use the available space for gaming and to add new gaming equipment.

Implement a New Marketing Program

We intend to focus our marketing efforts on attracting middle market gaming customers and establishing celebrity marketing agreements. We believe the general quality of the Hotel rooms is very competitive for the middle market segment. The new marketing program will feature:

·the entry of the Planet Hollywood brand name into the Las Vegas casino market; and

·Starwood’s reservation system and marketing and loyalty programs.

Planet Hollywood Brand Name.   We believe the Planet Hollywood brand name is well-known and internationally recognized. As a result, we expect that we will be able to spend more of our advertising budget on direct customer marketing rather than brand awareness. In addition, we believe that the PH

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Resort may host movie premieres, live television productions and similar entertainment industry events, with the goal of attracting Las Vegas tourists, including customers of other properties on the Las Vegas Strip, to the PH Resort.

Relationship with Starwood and Sheraton.   We believe that our relationship with Starwood and Sheraton presents a number of advantages for the PH Resort. We believe that including the PH Resort in the Starwood reservation system and marketing and loyalty programs may result in higher average daily room rates at the Hotel. We also estimate that Starwood’s convention bookings database will generate more profitable convention and meeting business for the PH Resort, improving both mid-week occupancy levels and average daily room rates. The Starwood preferred guest program has approximately 4.7 million active members and approximately 10 million total members. We anticipate Starwood preferred guest program members to utilize the PH Resort as an award-redeeming destination.

Upgrade and Expand Gaming and Non-Gaming Attractions

Improve Mix and Layout of Casino Slot Machines.   We intend to improve our gaming operations by expanding the Casino and by continuing to provide our customers with newer and more attractive slot machine options. Our slot floor is currently 100% equipped with the ticket-in/ticket-out technology. We also intend to reduce the number of participatory slot machines as a percentage of our total slot machines. Participatory slot machines are slot machines that require the casino operator to pay a percentage of its winnings to the manufacturer.

Expand Race-and Sports-Book Facility and Poker Parlor.   We intend to expand and remodel the Aladdin’s race-and sports-book facility and the poker parlor to keep more of our Hotel guests in the Casino and to attract more non-Hotel customers to the Casino. We believe that a race-and sports-book facility is important because it serves as a gathering and relaxation point for Hotel and other customers. Virtually all of our major competitors have larger race-and sports-book facilities than we currently offer. In addition, because of the popularity of poker, we intend to expand and relocate the poker parlor.

Expand Amenities.   When we complete the planned renovations to the Aladdin, we anticipate the PH Resort will offer a variety of non-gaming amenities that we believe are unique among Las Vegas Strip properties. Our plans include entering into third party agreements to fund, develop and operate nightclubs, lounges and entertainment facilities. Effective December 16, 2004, we entered into a long-term lease agreement whereby CCE will be renovating and leasing the TPA and Showroom. CCE will have the exclusive right to use, reconfigure and operate the leased premises. We will also be able to use the TPA and Showroom for casino and convention needs during certain periods. CCE’s renovation of the Showroom is currently underway. We believe that increasing the number, variety and desirability of non-gaming amenities at the PH Resort will attract more customers and, as a result, increase revenues and profits, including those from our gaming operations.

Upgrade and Expand Restaurant Choices.   Although the Aladdin operated two upscale restaurants and a large buffet with a wide variety of food choices, none of the dining options at the Aladdin were affiliated with a well-known restaurant or chef from a major U.S. metropolitan area. We believe that most Las Vegas Strip properties currently include these types of dining options and that having one or more of these dining options presents opportunities to attract customers to the Casino and to other non-gaming attractions and amenities at the PH Resort. We have entered into agreements with well-known restaurant operators to offer customers of the PH Resort more dining options.

Develop Vacant Property

On December 10, 2004, OpBiz entered into a Timeshare Purchase Agreement with Westgate, whereby OpBiz agreed to sell the Timeshare Parcel to Westgate, to develop, market, manage and sell timeshare units on such Timeshare Parcel. Under the Timeshare Purchase Agreement, OpBiz will receive

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fees each year based on sales of timeshare units until the timeshare units are one hundred percent sold out. We expect that development of the vacant property will also benefit us by providing additional revenues by increasing the number of potential customers for the PH Resort, as the new towers will have limited amenities so those guests will be directed to our Complex for gaming, entertainment and food and beverage facilities.

Markets

We believe that Las Vegas is one of the fastest growing leisure, hotel and entertainment markets in the country. Las Vegas hotel occupancy rates are among the highest of any major market in the United States. According to the Las Vegas Convention and Visitors Authority, the number of visitors increased from approximately 30.5 million in the year ended December 31, 1997 to approximately 38.9 million visitors in the year ended December 31, 2006, and is expected to reach 43.0 million visitors by 2009. There is no guarantee that Las Vegas will have this many visitors by 2009, or that the number of visitors will increase at all.

According to the American Gaming Association, Las Vegas has the highest casino gaming revenues in the United States. A number of major hotel casinos have opened in the past ten years on the Las Vegas Strip, including Bellagio, Mandalay Bay Resort & Casino, New York-New York Hotel and Casino, Paris Las Vegas, The Venetian Casino Resort and Wynn Resort Las Vegas. In addition, a number of existing properties on the Las Vegas Strip have expanded during this period, including MGM Grand Hotel and Casino, Luxor Hotel and Casino, Circus Circus Hotel, Casino and Theme Park, Bellagio and Caesars Palace. Despite this significant increase in the supply of rooms in Las Vegas, hotel total occupancy rates exceeded on average 90.6% for the years 1990 to 1999, averaged 92.5% in 2000, 88.9% in 2001, 88.8% in 2002, 85.0% in 2003, 88.6% in 2004,  89.2% in 2005 and 89.7% in 2006. There is no guarantee that these occupancy rates will remain high or will not decrease in the future.

According to the Las Vegas Convention and Visitors Authority, gross gaming revenues for properties on the Las Vegas Strip have increased from approximately $3.8 billion in the year ended December 31, 1997 to approximately $6.7 billion in the year ended December 31, 2006. As a result of the increased popularity of gaming, Las Vegas has sought to increase its popularity as an overall vacation resort destination. There is no guarantee that Las Vegas will continue to grow in popularity. The number of hotel rooms in Las Vegas has increased from 105,347 at December 31, 1997 to 132,605 at December 31, 2006.

The Las Vegas market continues to evolve from its historical gaming focus to broader entertainment and leisure offerings, such as retail, fine dining, sporting activities and major concerts. This diversification has contributed to the growth of the market and broadened the universe of individuals who would consider Las Vegas as a vacation destination. The more diversified entertainment and leisure offerings present significant growth opportunities. In particular, the newer, large theme-destination resorts have been designed to capitalize on this development by providing better quality hotel rooms at higher rates and by providing expanded shopping, dining and entertainment opportunities to their patrons, in addition to gaming.

Competition

The hotel casino industry is highly competitive. The Aladdin competes, and the PH Resort will compete, on the basis of overall atmosphere, range of amenities, level of service, price, location, entertainment offered, theme and size. The Aladdin competes, and the PH Resort will compete, with other high-quality resorts and hotel casinos on the Las Vegas Strip and in downtown Las Vegas, as well as a large number of hotels in and near Las Vegas.

Many competing properties, such as Bellagio, Caesars Palace, Luxor Hotel and Casino, Mandalay Bay Resort & Casino, the MGM Grand Hotel and Casino, The Mirage, Monte Carlo Hotel and Casino, New

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York-New York Hotel and Casino, Paris Las Vegas, Rio All-Suite Hotel & Casino, Treasure Island at The Mirage, The Venetian Casino Resort, the Hard Rock Hotel and Casino and Wynn Las Vegas, have themes and attractions which draw a significant number of visitors and compete with the Aladdin, and will compete with the PH Resort, for hotel and gaming customers and conventions and trade shows. Some of these properties are operated by companies that have more than one location and may have greater name recognition and financial and marketing resources than we have and will target the same demographic group as the Aladdin and the PH Resort. We will seek to differentiate the PH Resort from other major Las Vegas hotel casino resorts by concentrating on the design, atmosphere, personal service and amenities that we will provide and the added value of our arrangements with Planet Hollywood, Starwood and Sheraton.

A number of properties in the Las Vegas market have recently expanded or are expanding their facilities. MGM Mirage has constructed a 928-room “spa tower” addition to Bellagio, as well as an expansion of Bellagio’s spa and salon, meeting space and retail space. Wynn Las Vegas opened in April 2005, on the 192-acre site of the former Desert Inn Resort & Casino on the Las Vegas Strip. Harrah’s (formerly Caesars Entertainment) has completed construction of a 949-room hotel tower and additional convention and meeting facilities at Caesars Palace, which includes additional retail space and restaurant facilities. The Venetian Casino Resort is constructing a new all-suites hotel tower with approximately 3,000-rooms that is expected to open in the summer of 2007. The Cosmopolitan Resort & Casino, which will be located directly across Las Vegas Boulevard from the PH Resort, will have approximately 2,200 rooms comprised of condo hotel units and hotel rooms and is expected to be completed in late 2007 or early 2008. MGM Mirage is building a 66-acre development currently called Project City Center, which will also be located across Las Vegas Boulevard from the PH Resort. The initial phase of the project is expected to be completed in 2010 and includes a 4,000-room hotel and casino, as well as three 400-room boutique hotels. According to the Las Vegas Convention and Visitors Authority, the number of hotel rooms in Las Vegas is expected to increase by 2,769 in 2006, 8,284 in 2007, 17,136 in 2008 and 6,450 in 2009.

Las Vegas casinos also compete with other hotel casino facilities elsewhere in Nevada and in Atlantic City, riverboat and Native American gaming facilities in other states, hotel casino facilities elsewhere in the world, Internet gaming and other forms of gaming. In addition, certain states recently have legalized, and others may legalize, casino gaming in specific areas. Passage of the Tribal Government Gaming and Economic Self-Sufficiency Act in 1988 has led to rapid increases in Native American gaming operations. In March 2000, California voters approved an amendment to the California Constitution allowing federally recognized Native American tribes to conduct and operate slot machines, lottery games and banked and percentage card games on Native American land in California. As a result, casino-style gaming on Native American land is growing and has become a significant competitive force. The proliferation of Native American gaming in California and gaming activities in other areas could have a negative impact on our operations. In particular, the legalization of casino gaming in or near metropolitan areas, such as New York, Los Angeles, San Francisco and Boston, from which we intend to attract customers, could have a substantial negative effect on our business. In addition, new or renovated casinos in Asia could reduce the number of Asian customers who would otherwise visit Las Vegas. We also compete with other forms of gaming on both a local and national level, including state lotteries, on-and off-track wagering and card parlors. The expansion of legalized gaming into new jurisdictions throughout the United States will also increase competition.

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Intellectual Property

We have entered into agreements with Planet Hollywood and Sheraton which, among other things, grant us the right to use certain of their respective intellectual property in connection with the operation of the PH Resort. These licensing arrangements are described below under “Item 13. Certain Relationships and Related Transactions, and Director Independence—Transactions with Planet Hollywood.”

We own several registered trademarks utilizing “Aladdin” for use in connection with casinos and casino entertainment services and hotel and restaurant services and will use the Aladdin trademarks until we commence operations as the PH Resort. We do not consider the Aladdin trademarks to be material to our business once we complete the renovation of the Aladdin into the PH Resort.

Regulation and Licensing

Nevada Gaming Regulations

Introduction

The ownership and operation of casino gaming facilities in Clark County, Nevada are subject to: (i) the Nevada Gaming Control Act and the regulations promulgated thereunder (collectively, the “Nevada Act”); and (ii) various local ordinances and regulations. Our operations are subject to the licensing and regulatory control of the Nevada Gaming Commission (“Nevada Commission”), the Nevada State Gaming Control Board (“Nevada Board”) and the Clark County Liquor and Gaming License Board (collectively, the “Nevada Gaming Authorities”).

Policy Concerns of Gaming Laws

The laws, regulations and supervisory procedures of the Nevada Gaming Authorities are based upon declarations of public policy. These public policy concerns include, among other things:

·preventing unsavory or unsuitable persons from being directly or indirectly involved with gaming at any time or in any capacity;

·establishing and maintaining responsible accounting practices and procedures;

·maintaining effective controls over the financial practices of licensees, including establishing minimum procedures for internal fiscal affairs, and safeguarding assets and revenues, providing reliable recordkeeping and requiring the filing of periodic reports with the Nevada Gaming Authorities;

·preventing cheating and fraudulent practices; and

·providing a source of state and local revenues through taxation and licensing fees.

Changes in these laws, regulations and procedures could have significant negative effects on our gaming operations and our financial condition and results of operations.

Owner and Operator Licensing Requirements

As the owner and operator of the Aladdin, OpBiz, as a registered company, is required to be licensed by the Nevada Gaming Authorities as a limited liability company licensee, referred to as a company licensee. This gaming license requires us to pay periodic fees and taxes and is not transferable. We are required periodically to submit detailed financial and operating reports to the Nevada Commission and the Nevada Board and furnish any other information, which the Nevada Commission or the Nevada Board may require. No person may become a stockholder or holder of an interest of, or receive any percentage of profits from the Aladdin or PH Resort without first obtaining licenses and approvals from the Nevada

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Gaming Authorities. We have obtained from the Nevada Gaming Authorities the various registrations, findings of suitability, approvals, permits and licenses required in order to engage in gaming activities in Nevada.

Individual Licensing Requirements

The Nevada Gaming Authorities may investigate any individual who has a material relationship to or material involvement with OpBiz to determine whether the individual is suitable or should be licensed as a business associate of a gaming licensee. The officers, directors and certain key employees of OpBiz, MezzCo, EquityCo and BH/RE are required to file applications with the Nevada Gaming Authorities and may be required to be licensed or found suitable by the Nevada Gaming Authorities. The Nevada Gaming Authorities may deny an application for licensing for any cause which they deem reasonable. A finding of suitability is comparable to licensing, and both require submission of detailed personal and financial information followed by a thorough investigation. An applicant for licensing or an applicant for a finding of suitability must pay all the costs of the investigation. Changes in licensed positions must be reported to the Nevada Gaming Authorities and, in addition to their authority to deny an application for a finding of suitability or licensing, the Nevada Gaming Authorities have the jurisdiction to disapprove a change in a corporate position. Messrs. Teitelbaum and Earl, along with Michael V. Mecca, President and Chief Executive Officer of BH/RE and OpBiz, Donna Lehmann, Chief Financial Officer of OpBiz and Treasurer of BH/RE, Mark S. Helm, General Counsel and Secretary of OpBiz, Theodore W. Darnall, manager of EquityCo and OpBiz and Michael Belletire, manager of OpBiz have been licensed by the Nevada Gaming Authorities. Applications for Thomas M. Smith, manager of EquityCo and OpBiz, and Eugene I. Davis, manager of OpBiz, are pending approval by the Nevada Gaming Authorities.

If the Nevada Gaming Authorities were to find an officer, director or key employee unsuitable for licensing or unsuitable to continue having a relationship with OpBiz, OpBiz would have to terminate all relationships with that person. In addition, the Nevada Commission may require us to terminate the employment of any person who refuses to file appropriate applications. Determinations of suitability or questions pertaining to licensing are not subject to judicial review in Nevada.

We are required to submit detailed financial and operating reports to the Nevada Commission and provide any other information that the Nevada Commission may require. Substantially all of the material loans, leases, sales of securities and similar financing transactions of OpBiz, MezzCo, EquityCo and BH/RE must be reported to, or approved by, the Nevada Commission and/or the Nevada Board.

Consequences of Being Found Unsuitable

Any person who fails or refuses to apply for a finding of suitability or a license within 30 days after being ordered to do so by the Nevada Commission or by the chairman of the Nevada Board, or who refuses or fails to pay the investigative costs incurred by the Nevada Gaming Authorities in connection with the investigation of its application, may be found unsuitable. The same restrictions apply to a record owner if the record owner, after request, fails to identify the beneficial owner. Any person found unsuitable and who holds, directly or indirectly, any beneficial ownership of any voting security or debt security of a registered company beyond the period of time as may be prescribed by the Nevada Commission may be guilty of a criminal offense. We will be subject to disciplinary action if, after we receive notice that a person is unsuitable to hold an equity interest or to have any other relationship with, we:

·pay that person any dividend or interest upon any voting or debt securities;

·allow that person to exercise, directly or indirectly, any voting right held by that person relating to BH/RE, EquityCo, MezzCo or OpBiz;

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·pay remuneration in any form to that person for services rendered or otherwise; or

·fail to pursue all lawful efforts to require the unsuitable person to relinquish such person’s voting securities including, if necessary, the immediate purchase of the voting securities for cash at fair market value.

Consequences of Violating Gaming Laws

If the Nevada Commission decides that we have violated the Nevada Act or any of its regulations, it could limit, condition, suspend or revoke our registrations and gaming license. In addition, we and the persons involved could be subject to substantial fines for each separate violation of the Nevada Act, or of the regulations of the Nevada Commission, at the discretion of the Nevada Commission. Further, the Nevada Commission could appoint a supervisor to operate the Aladdin (or the PH Resort) and, under specified circumstances, earnings generated during the supervisor’s appointment (except for the reasonable rental value of the premises) could be forfeited to the State of Nevada. Limitation, conditioning or suspension of any of our gaming licenses and the appointment of a supervisor could, and revocation of any gaming license would, have a significant negative effect on our gaming operations.

Requirements for Beneficial Securities Holders

Regardless of the number of shares held, any beneficial holder of BH/RE’s voting securities may be required to file an application, be investigated and have that person’s suitability as a beneficial holder of voting securities determined if the Nevada Commission has reason to believe that the ownership would otherwise be inconsistent with the policies of the State of Nevada. If the beneficial holder of the voting securities of BH/RE who must be found suitable is a corporation, partnership, limited partnership, limited liability company or trust, it must submit detailed business and financial information including a list of its beneficial owners. The applicant must pay all costs of the investigation incurred by the Nevada Gaming Authorities in conducting any investigation.

The Nevada Act requires any person who acquires more than 5% of the voting securities of a registered company to report the acquisition to the Nevada Commission. The Nevada Act requires beneficial owners of more than 10% of a registered company’s voting securities to apply to the Nevada Commission for a finding of suitability within 30 days after the chairman of the Nevada Board mails the written notice requiring such filing. Under certain circumstances, an “institutional investor,” as defined in the Nevada Act, which acquires more than 10%, but not more than 15%, of the registered company’s voting securities may apply to the Nevada Commission for a waiver of a finding of suitability if the institutional investor holds the voting securities for investment purposes only. In certain circumstances, an institutional investor that has obtained a waiver can hold up to 19% of a registered company’s voting securities for a limited period of time and maintain the waiver. An institutional investor will not be deemed to hold voting securities for investment purposes unless the voting securities were acquired and are held in the ordinary course of business as an institutional investor and not for the purpose of causing, directly or indirectly, the election of a majority of the members of the board of directors of the registered company, a change in the corporate charter, bylaws, management, policies or operations of the registered company, or any of its gaming affiliates, or any other action which the Nevada Commission finds to be inconsistent with holding the registered company’s voting securities for investment purposes only. Activities which are not deemed to be inconsistent with holding voting securities for investment purposes only include:

·voting on all matters voted on by stockholders or interest holders;

·making financial and other inquiries of management of the type normally made by securities analysts for informational purposes and not to cause a change in its management, policies or operations; and

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·other activities that the Nevada Commission may determine to be consistent with such investment intent.

The articles of organization of BH/RE include provisions intended to help it implement the above restrictions.

Gaming Laws Relating to Securities Ownership

The Nevada Commission may, in its discretion, require the holder of any debt or similar securities of a registered company to file applications, be investigated and be found suitable to own the debt or other security of the registered company if the Nevada Commission has reason to believe that such ownership would otherwise be inconsistent with the declared policies of the State of Nevada. If the Nevada Commission decides that a person is unsuitable to own the security, then under the Nevada Act, the registered company can be sanctioned, including the loss of its approvals if, without the prior approval of the Nevada Commission, it:

·pays to the unsuitable person any dividend, interest or any distribution whatsoever;

·recognizes any voting right by the unsuitable person in connection with the securities;

·pays the unsuitable person remuneration in any form; or

·makes any payment to the unsuitable person by way of principal, redemption, conversion, exchange, liquidation or similar transaction.

BH/RE is required to maintain a current ownership ledger in Nevada which may be examined by the Nevada Gaming Authorities at any time. If any securities are held in trust by an agent or by a nominee, the record holder may be required to disclose the identity of the beneficial owner to the Nevada Gaming Authorities. A failure to make the disclosure may be grounds for finding the record holder unsuitable. We will be required to render maximum assistance in determining the identity of the beneficial owner of any of BH/RE’s voting securities. The Nevada Commission has the power to require the certificates representing equity interests of any registered company to bear a legend indicating that the securities are subject to the Nevada Act. We do not know whether this requirement will be imposed on us. However, the certificates representing BH/RE’s membership interests note that the membership interests are subject to a right of redemption and other restrictions set forth in BH/RE’s articles of organization and bylaws and that the membership interests are, or may become, subject to restrictions imposed by applicable gaming laws.

Approval of Public Offerings

Neither BH/RE nor any of its affiliates may make a public offering of its debt or equity securities without the prior approval of the Nevada Commission if the proceeds from the offering are intended to be used to construct, acquire or finance gaming facilities in Nevada, or to retire or extend obligations incurred for those purposes or for similar transactions, unless, upon a written request for a ruling, the chairman of the Nevada Board has ruled that it is not necessary to submit an application for approval. Any approval that we might receive in the future relating to future offerings will not constitute a finding, recommendation or approval by any of the Nevada Gaming Authorities as to the accuracy or adequacy of the offering memorandum or the investment merits of the securities. Any representation to the contrary is unlawful.

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Approval of Changes in Control

As a registered company, BH/RE must obtain prior approval of the Nevada Commission with respect to a change in control through:

·merger;

·consolidation;

·stock or asset acquisitions;

·management or consulting agreements; or

·any act or conduct by a person by which the person obtains control of us.

Entities seeking to acquire control of a registered company must satisfy the Nevada Board and Nevada Commission with respect to a variety of stringent standards before assuming control of the registered company. The Nevada Commission may also require controlling stockholders, officers, directors and other persons having a material relationship or involvement with the entity proposing to acquire control to be investigated and licensed as part of the approval process relating to the transaction.

Approval of Defensive Tactics

The Nevada legislature has declared that some corporate acquisitions opposed by management, repurchases of voting securities and corporate defense tactics affecting Nevada gaming licenses or affecting registered companies that are affiliated with the operations permitted by Nevada gaming licenses may be harmful to stable and productive corporate gaming. The Nevada Commission has established a regulatory scheme to reduce the potentially adverse effects of these business practices upon Nevada’s gaming industry and to further Nevada’s policy to:

·assure the financial stability of corporate gaming operators and their affiliates;

·preserve the beneficial aspects of conducting business in the corporate form; and

·promote a neutral environment for the orderly governance of corporate affairs.

We may be required to obtain approval from the Nevada Commission before we can make exceptional repurchases of voting securities above their current market price and before a corporate acquisition opposed by management can be consummated. The Nevada Act also requires prior approval of a plan of recapitalization proposed by a registered company’s board of directors in response to a tender offer made directly to its stockholders for the purpose of acquiring control.

Fees and Taxes

License fees and taxes, computed in various ways depending on the type of gaming or activity involved, are payable to the State of Nevada and to the counties and cities in which the licensed operations are conducted. Depending upon the particular fee or tax involved, these fees and taxes are payable either monthly, quarterly or annually and are based upon:

·a percentage of the gross revenues received;

·the number of gaming devices operated; or

·the number of table games operated.

A live entertainment tax is also paid by casino operators where entertainment is furnished in connection with an admission charge or the selling or serving of food or refreshments or the selling of merchandise.

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License for Conduct of Gaming and Sale of Alcoholic Beverages

The conduct of gaming activities and the service and sale of alcoholic beverages at the Aladdin and the PH Resort are subject to licensing, control and regulation by the Clark County Liquor and Gaming License Board. In addition to approving OpBiz, the Clark County Liquor and Gaming License Board has the authority to approve all persons owning or controlling the stock of any corporation controlling a gaming license. All licenses are revocable and are not transferable. The county agency has full power to limit, condition, suspend or revoke any license. Any disciplinary action could, and revocation would, have a substantial negative impact upon our operations.

Employees

OpBiz currently has approximately 2,740 employees. Aladdin Gaming had entered into a collective bargaining agreement that covers less than 20 employees who work on the Aladdin loading docks. OpBiz has assumed this agreement in connection with the Aladdin acquisition. Negotiations with the Culinary Workers’ Union Local 226, Las Vegas, related to a collective bargaining agreement were completed on October 1, 2005. Approximately 1,200 employees (52%) are now covered by this agreement which expires on May 31, 2007.

ITEM 1A.RISK FACTORS

Our plans and business are subject to the following risks:

Risks Related to the Aladdin Renovation

Our renovation budget is only an estimate and actual costs may exceed the budget.

We currently estimate that renovation costs will be about $176 million. While we believe that the budget is reasonable, the costs are an estimate and actual costs may be higher than expected. Construction projects like the proposed renovations to the Aladdin entail significant risks, including:

·unanticipated cost increases;

·unforeseen engineering, environmental and/or geographical problems;

·shortages of materials or skilled labor;

·work stoppages; and

·weather interference.

Construction, equipment or staffing problems or difficulties in obtaining any of the requisite licenses, permits and authorizations from regulatory authorities could increase the total cost of the renovations, delay or prevent the renovations or otherwise affect the design and features of the PH Resort. We cannot assure you that the actual renovation costs will not exceed the budgeted amounts. Failure to complete the renovations within our budget may negatively affect our financial condition and results of operations.

Renovations to the Aladdin may disrupt our operations.

We have operated and will continue to operate the Hotel and Casino under the Aladdin name during renovations. We have conducted the renovations in phases and will continue to attempt to reduce disruption to our business to the extent practicable. However, we cannot assure you that the renovation process will not result in a decrease in business levels which would have a negative impact on our results of operations.

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The Planet Hollywood brand has not historically been associated with hotels or casinos.

Planet Hollywood is a franchisor of themed restaurants and related retail shops. In the past, the Planet Hollywood brand has not been associated with hotels or casinos. We cannot assure you that customers will be attracted to a Planet Hollywood-themed resort such as the PH Resort. In addition, Planet Hollywood filed for Chapter 11 bankruptcy protection in October 1999 and emerged in May 2000. Planet Hollywood subsequently filed for Chapter 11 bankruptcy protection in October 2001 and emerged in March 2003. We do not believe that Planet Hollywood’s bankruptcy proceedings have a negative impact on the general perception of the Planet Hollywood brand or will have a negative impact to the PH Resort, but we can provide no assurances in that regard.

OpBiz may need limited approvals from Boulevard Invest to carry out certain of the planned renovations.

Boulevard Invest has agreed to allow OpBiz to change the name of the Aladdin to the PH Resort, to re-theme the Aladdin from its current Arabian-based theme to a Planet Hollywood theme and to develop the vacant property adjacent to the Desert Passage. Boulevard Invest has also agreed to amend the reciprocal use agreements governing the operation and maintenance of the Hotel, Casino, TPA, Showroom, Desert Passage, Timeshare Parcel and parking facility accordingly. Boulevard Invest may, however, have limited approval rights to portions of the renovation plans that involve changes to the physical structure of the Desert Passage, changes to the physical structure of the Hotel, Casino, TPA or Timeshare Parcel that could affect the Desert Passage and other changes that could adversely affect the Desert Passage. We cannot assure you that Boulevard Invest will approve of such portions of our final plans and specifications, if any. Failure of Boulevard Invest to give any required approvals might cause us to delay or modify our planned renovations.

Risks Related to Our Substantial Indebtedness

Our substantial indebtedness could adversely affect our financial results.

We have $759.7 million of indebtedness under the Loan Agreement and approximately $30.9 million of indebtedness under the Energy Service Agreement described below at the end of Item 7.—“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The indebtedness under the Loan Agreement is secured by a deed of trust on the PH Resort, a deed of trust on the Timeshare Parcel, and a pledge, subject to approval by the Nevada gaming authorities by MezzCo of its membership interest in OpBiz.

The Loan Agreement requires that we establish and maintain certain reserves including a reserve for completion of the renovation project as currently budgeted, a reserve for payment of property taxes and insurance and a reserve for on-going furniture, fixture and equipment purchases or property improvements. The Loan Agreement also requires that the we maintain an interest reserve and restricts our ability to spend excess cash flow until certain debt service coverage ratios are met. Pursuant to the terms of the Loan Agreement, the Lenders have approval rights over our annual operating budget and restrictions over our operating cash (excluding certain requirements to maintain minimum operating cash under Nevada gaming regulations). Therefore, we will have limited cash flow available for unplanned working capital needs and other general corporate activities and to make distributions to our owners until certain debt service coverage ratios are met. Our substantial indebtedness could also have the following additional consequences:

·limit our ability to obtain additional financing in the future;

·increase our vulnerability to general adverse economic and industry conditions;

·limit flexibility in planning for, or reacting to, changes in our business and industry; and

·place us at a disadvantage compared to less leveraged competitors.

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The occurrence of any one of these events could have a material adverse effect on our business, financial condition, results of operations or prospects.

Our future cash flows may not be sufficient to meet our debt obligations.

Our ability to make payments on our indebtedness depends on our ability to generate sufficient cash flow in the future. Our ability to generate cash flow will depend upon many factors, some of which are beyond our control, including:

·demand for our services;

·economic conditions generally, as well as in Nevada and within the casino industry;

·competition in the hotel and casino industries;

·legislative and regulatory factors affecting our operations and business; and

·our ability to hire and retain employees at a reasonable cost.

We cannot assure you that we will generate cash flow from operations in an amount sufficient to make payments on our indebtedness or to fund other liquidity needs. Our inability to generate sufficient cash flow would have a material adverse effect on our financial condition and results of operations. In addition, if we are not able to generate sufficient cash flow to service our indebtedness, we may need to refinance or restructure our indebtedness, sell assets, reduce or delay capital investment, or seek to raise additional capital. If we cannot implement one or more of these alternatives, we may not be able to meet our payment obligations under our indebtedness.

The Loan Agreement imposes restrictions on our operations.

The Loan Agreement imposes operating and financial restrictions on us. These restrictions include, among other things, limitations on our ability to:

·incur operating expenses in excess of our annual operating budget unless prior approval is obtained;

·incur additional debt or refinance existing debt;

·create liens or other encumbrances;

·make distributions with respect to our, or our subsidiaries’, equity (other than distributions for tax obligations) or make other restricted payments;

·make investments, capital expenditures, loans or other guarantees; and

·merge or consolidate with another entity.

Risks Related to Our Business

We have a limited operating history.

We were formed to acquire, operate and renovate the Aladdin. While the Aladdin has a history of operations, we have only operated the Hotel and Casino since September 2004. Consequently, we cannot assure you that our planned renovations to the Aladdin and transformation of the Aladdin into the PH Resort will attract the number and type of Hotel and Casino customers and other visitors we desire or whether we will be able to achieve our objective to improve the profitability of the Aladdin.

We will be subject to the significant business, economic, regulatory and competitive uncertainties and contingencies frequently encountered by new businesses in competitive environments, many of which are beyond our control. Because we have a limited operating history, it may be more difficult for us to prepare

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for and respond to these types of risks, and the other risks described in this Annual Report on Form 10-K, as compared to a company with an established business. If we are not able to manage these risks successfully, our results of operations could be negatively affected.

We are dependent upon Planet Hollywood’s entertainment industry relationships and the efforts and skills of the senior management of OpBiz.

Our ability to maintain our competitive position will be dependent to a large degree on our ability to leverage Planet Hollywood’s celebrity and entertainment industry relationships and to hire and retain experienced senior management, including marketing and operating personnel. Whether the PH Resort becomes a venue for entertainment industry events will be highly dependent on Planet Hollywood’s entertainment industry relationships and the efforts and skill of our marketing personnel in brand management and their ability to attract celebrities and entertainment industry personalities to the PH Resort. If we are unable to leverage Planet Hollywood’s relationships within the entertainment industry or to hire and retain experienced senior management, our business may be significantly impaired.

We may not be able to retain qualified senior management.

We believe that the pool of experienced gaming and other personnel is limited and competition to recruit and retain gaming and other personnel is intense. We cannot assure you that we will be able to retain a sufficient number of qualified senior managers for our planned operations.

Our managers, officers and key employees may not obtain applicable gaming licenses.

Our managers, officers and certain key employees are required to file applications with the Nevada Gaming Authorities and may be required to be approved by the Nevada Gaming Authorities. If the Nevada Gaming Authorities were to find an officer, manager or key employee unsuitable for licensing or unsuitable to continue having a relationship with us, we would have to sever all relationships with that person. Furthermore, the Nevada Commission may require us to terminate the employment of any person who refuses to file appropriate applications. Either result could adversely affect our gaming operations.

We will face intense competition from other hotel casino resorts in Las Vegas.

There is intense competition in the gaming industry. Competition in the Las Vegas area has increased over the last several years as the result of significant increases in hotel rooms, casino size and convention, trade show and meeting facilities. Moreover, this growth is presently continuing and is expected to continue.

Resorts located on or near the Las Vegas Strip compete with other Las Vegas Strip hotels and with other hotel casinos in Las Vegas on the basis of overall atmosphere, range of amenities, level of service, price, location, entertainment offered, theme and size. We compete with a large number of other hotels and motels located in and near Las Vegas, as well as other resort destinations. Many of our competitors have established gaming operations and may have greater financial and other resources than we do.

We cannot assure you that the Las Vegas market will continue to grow or that hotel casino resorts will continue to be popular. A decline or leveling off of the growth or popularity of hotel casino resorts or the appeal of the features offered by the Aladdin, and to be offered by the PH Resort, could impair our financial condition and results of operations. Further, the design and amenities of the PH Resort may not appeal to customers. Customer preferences and trends can change, often without warning, and we may not be able to predict or respond to changes in customer preferences in time to adapt the attractions and amenities offered at the PH Resort to address these new trends.

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We face competition from gaming operations outside Las Vegas.

We compete with other hotel casino facilities elsewhere in Nevada and in Atlantic City, riverboat gaming facilities in other states, hotel casino facilities elsewhere in the world, Internet gaming, state lotteries and other forms of gaming. Certain states recently have legalized, and others may legalize, casino gaming in specific areas, and casino-style gaming on Native American tribal lands is growing and could become a significant competitive force. In particular, the expansion of Native American gaming in California could have a negative impact on our results of operations.

Expansion of gaming activities in other areas could significantly harm our business. In particular, the legalization of casino gaming in or near areas from which we intend to attract customers could have a substantial negative effect on our business. In addition, new or renovated casinos in Asia could reduce the number of Asian customers who would otherwise visit Las Vegas.

We are entirely dependent upon OpBiz for all of our cash flow.

We do not currently expect to have material assets or operations other than our investment in OpBiz. OpBiz conducts substantially all of our operations. Consequently, our cash flow depends on the cash flow of OpBiz and the payment of funds to us by OpBiz in the form of loans, distributions or otherwise, which payments are either restricted or prohibited without the consent of OpBiz’s lenders. Given that our operations only focus on one property in Las Vegas, we are subject to greater degrees of risk than a gaming company with multiple operating properties. Material risks include:

·a decrease in gaming and non-gaming activities at the PH Resort;

·a decline in the number of visitors to Las Vegas;

·local economic and competitive conditions;

·an increase in the cost of electrical power as a result of, among other things, power shortages in California or other western states with which Nevada shares a single regional power grid;

·changes in local and state governmental laws and regulations, including gaming laws and regulations; and

·natural and other disasters.

Any of the factors outlined above could negatively affect our ability to generate sufficient cash flow to make payments on our indebtedness and to make distributions to our owners.

The gaming industry is highly regulated and we are required to adhere to various regulations and maintain our licenses to continue operations.

The operation of the PH Resort is contingent upon the receipt and maintenance of various regulatory licenses, permits, approvals, registrations, findings of suitability, orders and authorizations. The laws, regulations and ordinances requiring these licenses, permits and other approvals generally relate to the responsibility, financial stability and character of the owners and managers of gaming operations, as well as persons financially interested or involved in gaming operations. The scope of the approvals required to acquire and operate a facility is extensive. Failure to obtain or maintain the necessary approvals could prevent or delay all or part of the renovations to the Aladdin or otherwise affect the design and features of the PH Resort.

Nevada regulatory authorities have broad powers to request detailed financial and other information, to limit, condition, suspend or revoke a registration, gaming license or related approval and to approve changes in the operations of the Aladdin or the PH Resort. Substantial fines or forfeiture of assets for violations of gaming laws or regulations may be levied. The suspension or revocation of any license which

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may be granted to us or the levy of substantial fines or forfeiture of assets could significantly harm our business, financial condition and results of operations. Furthermore, compliance costs associated with gaming laws, regulations and licenses are significant. Any change in the laws, regulations or licenses applicable to our business or a violation of any current or future laws or regulations applicable to our business or gaming license could require us to make substantial expenditures or could otherwise negatively affect our gaming operations.

Our employees have joined unions.

A collective bargaining agreement between the management of OpBiz and the culinary union was completed effective October 1, 2005 and expires on May 31, 2007. We do not believe that the collective bargaining agreement has or that the renewal of the collective bargaining agreement will have a material impact on OpBiz’s results of operations or financial position.

Because we own real property, we are subject to environmental regulation.

We may incur costs and expend funds to comply with environmental requirements, such as those relating to discharges to air, water and land, the handling and disposal of solid and hazardous waste and the cleanup of properties affected by hazardous substances. Under these and other environmental requirements, OpBiz, as the owner of the property on which the PH Resort will be situated, may be required to investigate and clean up hazardous or toxic substances or chemical releases at that property. As an owner or operator, OpBiz could also be held responsible to a governmental entity or third parties for property damage, personal injury and investigation and cleanup costs incurred by them in connection with any contamination.

These laws typically impose cleanup responsibility and liability without regard to whether the owner or operator knew of or caused the presence of the contaminants. The liability under those laws has been interpreted to be joint and several unless the harm is divisible and there is a reasonable basis for allocation of the responsibility. The costs of investigation, remediation or removal of those substances may be substantial, and the presence of those substances, or the failure to remediate a property properly, may impair our ability to use the property.

Energy price increases could adversely affect our costs of operations and our revenues.

We use significant amounts of electricity, natural gas and other forms of energy. While Las Vegas Strip properties have not recently experienced significant energy shortages, substantial increases in the cost of electricity in the western United States would negatively affect our operating results. The extent of the impact is subject to the magnitude and duration of any energy price increase, but this impact could be material. In addition, higher energy and gasoline prices may result in reduced visits to Las Vegas.

Acts of terrorism, as well as other factors affecting discretionary consumer spending, have impacted our industry and may harm our operating results and our ability to insure against certain risks.

The terrorist attacks of September 11, 2001 had an immediate negative impact on travel and leisure expenditures, including lodging, gaming and tourism, and ongoing terrorist and war activities have occasionally had a negative effect on our industry. As a destination whose primary customers arrive by air, Las Vegas is vulnerable to consumer concerns about travel in general, and particularly flying. We cannot predict the extent to which ongoing terrorist and war activities may affect us. These events, the potential for future terrorist attacks, the national and international responses to terrorist attacks and other acts of war or hostility have created many economic and political uncertainties which could adversely affect our business and results of operations. Future acts of terror in the United States or an outbreak of hostilities

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involving the United States may reduce a willingness on the part of the general public to travel with the result that our operations will suffer.

In addition to fears of war and future acts of terrorism, other factors affecting discretionary consumer spending, including general economic conditions, disposable consumer income, fears of recession and consumer confidence in the economy, may negatively impact our business. Adverse changes in factors affecting discretionary spending could reduce customer demand for the gaming, dining and entertainment activities we will offer, thus imposing practical limits on pricing and harming our operations.

Partly as a consequence of the events of September 11, 2001 and the threat of similar events in the future, premiums for a variety of insurance products have increased sharply, and some types of insurance coverage are no longer available. Although we will endeavor to obtain and maintain insurance covering extraordinary events that could affect our operations, conditions in the marketplace have made it prohibitive for us to maintain insurance against losses and interruptions caused by terrorist acts and acts of war. If any such event were to affect the Aladdin, or following our planned renovations, the PH Resort, we would likely suffer a substantial loss.

A downturn in general economic conditions may adversely affect our results of operations.

Our business operations will be affected by international, national and local economic conditions. A recession or downturn in the general economy, or in a region constituting a significant source of our customers, could result in fewer customers visiting the Aladdin or, following our planned renovations, the PH Resort, which would adversely affect our revenues.

ITEM 1B.UNRESOLVED STAFF COMMENTS

None.

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ITEM 2.PROPERTIES

Substantially all of our assets have been pledged as collateral for our Loan Agreement. The outstanding balance under the Loan Agreement was approximately $759.7 million at December 31, 2006. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Description of Certain Indebtedness”.

The Complex occupies a 35-acre site located on the northeast corner of  the Strip and Harmon Avenue in Las Vegas, Nevada. We own approximately 21.8 acres, which consists of the Aladdin, the TPA, the Showroom, Hotel, Casino, various restaurants and bars and the central utility plant. Approximately 0.62 acres are leased to the owner and operator of the central utility plant. The Complex is described in greater detail above under Item 1. “Business—The Aladdin Resort and Casino.”

ITEM 3.LEGAL PROCEEDINGS

As of December 31, 2006, neither BH/RE nor any of its subsidiaries is a party to any material litigation.

ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders during the fourth quarter of 2006.

PART II

ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

There is no established public trading market for BH/RE’s membership interests and we do not presently expect that a trading market in BH/RE’s membership interests will develop. There are no outstanding options or warrants to purchase, or securities convertible into, any of BH/RE’s membership interests.

As of December 31, 2006, there were two holders of record of BH/RE’s voting membership interests and three holders of record of BH/RE’s equity membership interests.

BH/RE does not pay, and does not anticipate paying, any distributions to the holders of its membership interests, other than distributions in respect of income taxes payable by such members resulting from their ownership of membership interests.

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ITEM 6.SELECTED FINANCIAL DATA

The selected financial data presented below are qualified in their entirety by, and should be read in conjunction with, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Consolidated Financial Statements, the notes thereto and other financial and statistical information included elsewhere in this Annual Report on Form 10-K.

	For the years ended December 31,
													Predecessor Information
	2006			2005			2004(a)			2003(b)			2004(c)			2003			2002
	(in thousands)
Operating Results:
Net revenues	$	267,112		$	306,258		$	96,141		$	—		$	190,889		$	266,540		$	236,384
Operating costs and expenses, excluding the following items	256,259			284,602			85,465			—			146,791			255,111			263,052
Pre-opening expenses(d)	—			—			1,684			1,283			—			—			—
Impairment of long-lived assets(e)	—			—			—			—			1,732			29,478			—
Loss on disposition of assets	—			1,787			—			—			—			—			—
Operating income (loss)	10,853			19,869			8,992			(1,283		)	42,366			(18,049		)	(26,668		)
Other income (expense), net	(106,529		)	(49,730		)	(15,648		)	52			(2,541		)	(9,953		)	(11,883		)
Income (loss) before income taxes, cumulative effect of change in accounting principal and reorganization items	(95,676		)	(29,861		)	(6,656		)	(1,231		)	39,825			(28,002		)	(38,551		)
Income tax provision	—			(15		)	—			—			—			—			—
Reorganization items	—			—			—			—			(6,647		)	(12,103		)	(10,604		)
Net income (loss)	$	(95,676	)	$	(29,876	)	$	(6,656	)	$	(1,231	)	$	33,178		$	(40,105	)	$	(49,155	)
Balance Sheet Data:
Total assets	$	737,194		$	654,495		$	663,383		$	13		$	548,634		$	564,198		$	621,057
Long-term debt	788,985			604,877			584,814			—			33,958			34,690			35,664
Member’s equity (deficit)	(111,939		)	(16,263		)	13,613			(1,231		)	(20,194		)	(53,372		)	(13,267		)

(a)Includes the operations of BH/RE and its subsidiaries for the twelve months ended December 31, 2004, which includes the operations of the Aladdin for four months beginning on September 1, 2004.

(b)Including the operations of BH/RE and its subsidiaries from the date of formation (March 31, 2003) through December 31, 2003.

(c)Includes the operations of the Aladdin by Aladdin Gaming for the eight months ended August 31, 2004.

(d)Pre-opening expenses for the year ended December 31, 2004 were approximately $1.7 million, which included costs incurred prior to the acquisition of the Aladdin by BH/RE on September 1, 2004. Pre-opening expenses for the year ended December 31, 2003 were approximately $1.3 million.

(e)On August 31, 2004, Aladdin Gaming recorded an impairment loss of approximately $1.7 million based on the purchase price of assets sold to OpBiz on September 1, 2004. On August 29, 2003, the Bankruptcy Court confirmed Aladdin Gaming’s plan of reorganization and approved the Purchase Agreement with OpBiz. As a result, Aladdin Gaming classified substantially all of its assets as “assets held for sale” and performed an impairment review in accordance with SFAS 144. An impairment loss of approximately $29.5 million was recognized based on a discounted cash flow analysis and allocated to the individual assets based on their relative fair values for the year ended December 31, 2003.

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ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview of Management’s Discussion and Analysis of Financial Condition and Results of Operations

Set forth below is a discussion of the financial condition and results of operations of BH/RE and our subsidiaries for the periods covered in the report. The discussion of operations herein focuses on events and the revenues and expenses during the year ended December 31, 2006 as compared to the year ended December 31, 2005, and the year ended December 31, 2005 as compared to the year ended December 31, 2004, as if there was no change in ownership of the Aladdin.

The following discussion and analysis should be read in conjunction with “Item 6. Selected Financial Data” and the financial statements and the notes thereto included in “Item 8. Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.

Critical Accounting Policies and Estimates

Significant Accounting Policies and Estimates

Our consolidated financial statements are prepared in conformity with U.S generally accepted accounting principles. Certain policies, including the determination of bad debt reserves, the estimated useful lives assigned to assets, asset impairment, insurance reserves and the calculation of liabilities, require that we apply significant judgment in defining the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. Our judgments are based on historical experience, terms of existing contracts, observance of trends in the gaming industry and information available from other outside sources. There can be no assurance that actual results will not differ from our estimates. To provide an understanding of the methodology we apply, our significant accounting policies and basis of presentation are discussed below, as well as where appropriate in the notes to the consolidated financial statements.

Property and Equipment

Property and equipment are stated at cost. Recurring repairs and maintenance costs, including items that are replaced routinely in the casino, hotel and food and beverage departments which do not meet the Company’s capitalization policy of $10,000, are expensed as incurred. The Company has established its capital expense policy to be reflective of its individual ongoing repairs and maintenance programs. Gains or losses on dispositions of property and equipment are included in the determination of income. Property and equipment are generally depreciated over the following estimated useful lives on a straight-line basis:

Buildings	40 years
Building improvements	15 to 40 years
Furniture, fixtures and equipment	3 to 7 years

Property and equipment and other long-lived assets are evaluated for impairment in accordance with the Financial Accounting Standards Board’s (“FASB”) Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” For assets to be disposed of, the asset to be sold is recognized at the lower of carrying value or fair value less costs of disposal. Fair value for assets to be disposed of is estimated based on comparable asset sales, solicited offers or a discounted cash flow model.

Property and equipment are reviewed for impairment whenever indicators of impairment exist. If an indicator of impairment exists, the estimated future cash flows of the asset, on an undiscounted basis, are compared to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no

26

impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then impairment is measured based on fair value compared to carrying value, with fair value typically based on a discounted cash flow model.

The property and equipment and other long-lived assets that BH/RE obtained in the acquisition of the Aladdin were appraised by an independent third party. Property and equipment and the related accumulated depreciation amounts, as well as certain intangible assets recorded in the Company’s consolidated balance sheet as of December 31, 2006, are based on the independent third party appraisal.

Derivative Instruments and Hedging Activities

In connection with the repayment of all obligations under the Credit Agreement, the warrants issued by BH/RE to purchase 2.5% of the equity in EquityCo became excercisable. The warrants can either be settled in cash or in other membership interests upon exercise. On March 14, 2007, the Company entered into a letter agreement with the Lenders to compensate the holders of any unexercised warrants upon the expiration of the exercise period (but in any event no later than March 30, 2007) at a cost of $1.61 per warrant. The exercise period expired on March 21, 2007 with no warrant holders electing to exercise. BH/RE accounts for the outstanding warrants in EquityCo as embedded derivative instruments in accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” (“SFAS No. 133”) and SFAS No. 138, “Accounting for Certain Derivative Instruments and Hedging Activities—an Amendment of FASB Statement No. 133.”  (“SFAS No. 138”)

Pursuant to the refinancing of the Securities Purchase Agreement and the terms of the Restructuring Agreement, the Restructuring Parties agreed to amend the warrants issued by MezzCo to purchase 17.5% of the fully diluted equity in MezzCo. The warrants contain a net cash settlement, and therefore are accounted for in accordance with Emerging Issues Task Force (“EITF”) 00-19, “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock”. Both SFAS No. 133 and EITF 00-19 require that the warrants be recognized as liabilities, with changes in fair value affecting net income. See “Note 7. Long-Term Debt—Mezzanine Financing.”

The terms of the Loan Agreement required the Company to enter into an interest rate cap agreement, which expires on November 30, 2008, to manage interest rate risk. The Company did not apply cash flow hedge accounting to this instrument. Although this derivative was not afforded cash flow hedge accounting, the Company retained the instrument as protection against the interest rate risk associated with its long-term borrowings. The Company accounts for its derivative activity in accordance with SFAS No. 133 and accordingly, recognizes all derivatives on the balance sheet at fair value with any in change in fair value being recorded in interest income or expense in the accompanying consolidated statements of operations.

Revenues and Promotional Allowances

Casino revenues are recognized as the net win from gaming activities, which is the difference between gaming wins and losses. All other revenues are recognized as the service is provided. Revenues include the retail value of food, beverage, rooms, entertainment, and merchandise provided on a complimentary basis to customers. Such complimentary amounts are then deducted from revenues as promotional allowances on our consolidated statements of operations. The estimated departmental costs of providing such promotional allowances are included in casino costs and expenses.

Hotel and Food and Beverage Revenues

Hotel revenue recognition criteria are generally met at the time of occupancy. Food and beverage revenue recognition criteria are generally met at the time of service. Deposits for future hotel occupancy or food and beverage services are recorded as deferred income until revenue recognition criteria are met.

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Cancellation fees for hotel and food and beverage services are recognized upon cancellation by the customer as defined by a written contract entered into with the customer.

Players’ Club Program

Players’ club members earn points based on gaming activity, which can be redeemed for cash. We accrue expense related to this program as the points are earned based on historical redemption percentages.

Allowance for Doubtful Accounts Reserves

Our receivables balances relate primarily to our hotel and casino operations. We reserve an estimated amount for receivables that may not be collected. We estimate the allowance for doubtful accounts by applying standard reserve percentages to aged account balances under a specific dollar amount and specifically analyzing the collectibility of each account with a balance over the specified dollar amount, based on the age of the account, the customers’ financial condition, collection history and any other known information.

Marker play decreased in 2006 commensurate with the decrease in business levels and number of gaming devices on the floor during the renovation. The allowance for doubtful accounts as a percentage of receivables at December 31, 2006 increased when compared to December 31, 2005 primarily due to the aging of accounts. We maintain strict controls over the issuance of markers and aggressively pursue collection from those customers who fail to pay their markers timely. Markers are generally legally enforceable instruments in the United States and at December 31, 2006, all of our casino receivables were owed by customers in the United States.

The following table summarizes our receivable balances (in thousands):

	December 31,
	2006			2005
Casino	$	9,972		$	12,173
Hotel	8,014			8,470
Other	1,487			3,593
	19,473			24,236
Allowance for doubtful accounts	(6,556		)	(4,443		)
Receivables, net	$	12,917		$	19,793

Self-Insurance Accruals

We are self-insured, up to certain limits, for costs associated with employee medical coverage. We accrue for the estimated expense of known claims, as well as estimates for claims incurred but not yet reported.

Income Taxes

The consolidated financial statements include the operations of BH/RE and its majority-owned subsidiaries: EquityCo, MezzCo, OpBiz, PH Mezz II, PH Mezz I, PH Fee Owner and TSP Owner. BH/RE and EquityCo are limited liability companies and are taxed as partnerships for federal income tax purposes. However, MezzCo has elected to be taxed as a corporation for federal income tax purposes. OpBiz and PH Mezz II,  wholly-owned subsidiaries of MezzCo, will be treated as a divisions of MezzCo for federal income tax purposes, and accordingly, will also be subject to federal income taxes. Additionally, PH Mezz I, a wholly-owned subsidiary of PH Mezz II, PH Fee Owner, a wholly owned subsidiary of PH Mezz I and TSP Owner, a wholly owned subsidiary of PH Fee Owner will also be subject to federal income taxes.

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MezzCo, OpBiz, PH Mezz II, PH Mezz I, PH Fee Owner and TSP Owner account for income taxes in accordance with SFAS No. 109, “Accounting for Income Taxes”. SFAS 109 requires the recognition of deferred income tax assets, net of applicable reserves, related to net operating loss carryforwards and certain temporary differences. The standard requires recognition of a future tax benefit to the extent that realization of such benefit is more likely than not. Otherwise, a valuation allowance is applied.

Preopening Costs

We account for costs incurred during the preopening and start-up phases of operations in accordance with Statement of Position 98-5, “Reporting on the Costs of Start-up Activities”. Preopening and start-up costs include, but are not limited to, salary related expenses for new employees, travel and entertainment expenses. Preopening costs are expensed as incurred.

Membership Interests

As of December 31, 2006, our membership interests had not been unitized and our members do not presently intend to unitize these membership interests. Accordingly, we have excluded earnings per membership unit data required pursuant to SFAS No. 128, “Earnings Per Share,” because we believe that such disclosures would not be meaningful to the financial statement presentation.

The Company has entered into various employment agreements, as amended, with several executives. The employment agreements have initial terms of two to five years. The employment agreements provide that the executives will receive a base salary with either mandatory increases or annual adjustments and annual bonus payments. In addition, depending on the terms of the employment agreements, these executives are entitled to options to purchase between 0.2% and 3% of the equity of MezzCo. The options were granted with an exercise price equal to or greater than the fair value at the date of grant.

Sheraton Hotel Management Contract

OpBiz and Sheraton have entered into a management contract pursuant to which Sheraton provides hotel management services to the Hotel, assists OpBiz in the management, operation and promotion of the Hotel and permits OpBiz to use the Sheraton brand and trademarks in the promotion of the Hotel. OpBiz pays Sheraton a monthly fee of 4% of gross Hotel revenue and certain food and beverage outlet revenues and 2% of rental income from third-party leases in the Hotel. The management contract has a 20-year term that commenced on the completion of the Aladdin acquisition and is subject to certain termination provisions by either OpBiz or Sheraton. Sheraton is a wholly owned subsidiary of Starwood, which has a 15% equity interest in EquityCo and has the right to appoint two members to the EquityCo board of managers.

Recently Issued Accounting Standards

SFAS No. 123(R)

On December 16, 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment” (“SFAS No. 123(R)”), which is a revision to SFAS No. 123, “Accounting for Stock-Based Compensation.”  SFAS No. 123(R) supersedes Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB No. 25”) and amends SFAS No. 95, “Statement of Cash Flows.”  Among other items, SFAS No. 123(R) requires the recognition of compensation expense in an amount equal to the fair value of share-based payments, including employee stock options and restricted stock, granted to employees.

The Company adopted SFAS No. 123(R) on January 1, 2006 using the “modified prospective” method, in which compensation cost is recognized beginning with the effective date (a) based on the

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requirements of SFAS No. 123(R) for all share-based payments granted after the effective date and (b) based on the requirements of SFAS No. 123 for all awards granted to employees prior to the effective date of SFAS No. 123(R) that remain unvested on the effective date.

SFAS No. 123(R) also requires the benefits of tax deductions in excess of recognized compensation cost to be reported as a financing cash flow, rather than as an operating cash flow. This requirement reduced net operating cash flows and increased net financing cash flows for the year ended December 31, 2006.

FASB Interpretation No. 48

In July 2006, the FASB issued FASB Interpretation No. 48 (“FIN 48”) “Accounting for Uncertainty in Income Taxes—an interpretation of FASB No. 109”, to clarify certain aspects of accounting for uncertain tax positions, including issues related to the recognition and measurement of those tax positions. This interpretation is effective for fiscal years beginning after December 15, 2006. The Company is in the process of evaluating the impact of the adoption of this interpretation on the Company’s results of operations and financial condition.

SFAS No. 157

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”), which clarifies the definition of fair value, establishes guidelines for measuring fair value, and expands disclosures regarding fair value measurements. SFAS 157 does not require any new fair value measurements and eliminates inconsistencies in guidance found in various prior accounting pronouncements. SFAS 157 will be effective for the Company on January 1, 2008. The Company is currently evaluating the impact of adopting SFAS 157 on its financial position, cash flows, and results of operations.

SFAS No. 154

In May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections” (“SFAS No. 154”), which eliminates the requirement of APB Opinion No. 20, “Accounting Changes,” to include the cumulative effect adjustment resulting from a change in an accounting principle in the income statement in the period of change. SFAS No. 154 requires that a change in an accounting principle or reporting entity be retrospectively applied. Retrospective application requires that the cumulative effect of the change is reflected in the carrying value of assets and liabilities as of the first period presented and the offsetting adjustments are recorded to opening retained earnings. Each period presented is adjusted to reflect the period-specific effects of applying the change. Changes in accounting estimate and corrections of errors continue to be accounted for in the same manner as prior to the issuance of SFAS No. 154. SFAS No. 154 is effective for accounting changes and corrections of errors made beginning January 1, 2006. The Company’s adoption of the provisions of SFAS No. 154 did not have any effect on its consolidated financial statements.

SAB No. 108

In September 2006, the SEC issued SAB No. 108 which addresses how the effects of prior-year uncorrected misstatements should be considered when quantifying misstatements in current-year financial statements. SAB No. 108 requires companies to quantify misstatements using both the balance-sheet and income-statement approaches and to evaluate whether either approach results in quantifying an error that is material in light of relevant quantitative and qualitative factors. Upon initial adoption, if the effect of the misstatement is determined to be material, SAB No. 108 allows companies to record that effect as a cumulative-effect adjustment to beginning of year retained earnings. SAB No. 108 is effective for the first fiscal year ending after November 15, 2006. The Company adopted the provisions of SAB No. 108 as of

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December 31, 2006. The Company’s adoption of SAB No. 108 as of December 31, 2006 did not have a material impact on its consolidated financial statements.

Results of Operations

The following table highlights the results of operations of the Aladdin. The amounts for the year ended December 31, 2004 include the eight months of operations by Aladdin Gaming and the four months of operations by OpBiz.

	Year Ended December 31,
	2006		Percent Change		2005		Percent Change		2004
	(In thousands)
Net revenues	$	267,112	(12.8	)%	$	306,258	6.7	%	$	287,030
Operating expenses:
Casino	67,893		(9.5	)%	75,016		7.8	%	69,590
Hotel	40,651		(9.9	)%	45,123		37.8	%	32,751
Food and beverage	46,145		(10.2	)%	51,373		14.4	%	44,896
Other	4,442		(56.2	)%	10,146		(16.2	)%	12,110
Selling, general and administrative	74,619		(6.0	)%	79,352		21.9	%	65,095
Depreciation and amortization	22,509		(4.6	)%	23,592		201.9	%	7,814
Preopening expenses	—		—		—		(100.0	)%	1,684
Impairment of long-lived assets	—		—		—		(100.0	)%	1,732
Loss on disposition of assets	—		(100.0	)%	1,787		100.0	%	—
Operating income (loss)	$	10,853	(45.4	)%	$	19,869	(61.3	)%	$	51,358

Net revenues for the year ended December 31, 2006, declined over those of the year ended December 31, 2005. The decline is mainly the result of declines in gaming, entertainment and food and beverage revenues resulting from the renovation. Operating expense declines were commensurate with the revenue declines in each area.

Net revenues for the year ended December 31, 2005, improved over that of the year ended December 31, 2004. We experienced improvement consistent with the Las Vegas Strip market with increases in both gaming and non-gaming revenues. The decrease in operating income was primarily due to increased SG&A expenses including management bonuses and legal and professional fees, which were included as re-organizational costs and not SG&A by Aladdin Gaming in 2004, as well as the increase in depreciation which was not recorded during the first eight months of 2004 while Aladdin Gaming was undergoing bankruptcy proceedings and assets were classified as “held for sale”. Management fees paid to Starwood under the Sheraton Hotel Management Contract and repair and maintenance expense in the hotel division also significantly contributed to the decline in operating income.

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The following table highlights the various sources of our revenues and expenses as compared to the prior years. The amounts for the year ended December 31, 2004 include both the eight months of operations by Aladdin Gaming and the four months of operations by OpBiz.

	Year Ended December 31,
	2006			Percent Change			2005			Percent Change			2004
	(In thousands)
Casino revenues	$	104,841			(19.4	)%	$	130,083			9.5	%	$	118,842
Casino expenses	67,893				(9.5	)%	75,016				7.8	%	69,590
Margin	35.2		%				42.3		%				41.4		%
Hotel revenues	$	111,040			0.5	%	$	110,443			4.1	%	$	106,112
Hotel expenses	40,651				(9.9	)%	45,123				37.8	%	32,751
Margin	63.4		%				59.1		%				69.1		%
Food and beverage revenues	$	59,716			(19.9	)%	$	74,594			2.9	%	$	72,473
Food and beverage expenses	46,145				(10.2	)%	51,373				14.4	%	44,896
Margin	22.7		%				31.1		%				38.1		%
Other revenues	$	12,733			(27.3	)%	$	17,511			4.4	%	$	16,775
Other expenses	4,442				(56.2	)%	10,146				(16.2	)%	12,110
Selling, general and administrative expenses	$	74,619			(6.0	)%	$	79,352			21.9	%	$	65,095
Percent of net revenues	27.9		%				25.9		%				22.7		%

Casino

Casino revenue is derived primarily from patrons wagering on slot machines, table games and other gaming activities. Table games generally include Blackjack or Twenty One, Craps, Baccarat and Roulette. Other gaming activities include the Race and Sports Books, Poker and Keno. Casino revenue is defined as the win from gaming activities, computed as the difference between gaming wins and losses.

Casino revenues vary from time-to-time due to general economic conditions, competition, popularity of entertainment offerings, table game hold, slot machine hold and occupancy percentages in the hotel. Casino revenues also vary depending upon the amount of gaming activity, as well as variations in the odds for different games of chance. Casino revenue is recognized at the end of each gaming day.

2006 compared with 2005

Casino revenues decreased 19.4% to $104.8 million for the year ended December 31, 2006 as compared to $130.1 million for the year ended December 31, 2005. Table games revenue for the year ended December 31, 2006, decreased by approximately $13.8 million or 26.4% as compared to the year ended December 31, 2005. The number of operational table units decreased 22% in connection with the renovation project with a resulting decrease in table drop of 25%. Overall win percentage of 17.8% was down slightly compared to 18.1% for the year ended December 31, 2005. Slot revenue for the year ended December 31, 2006 decreased by approximately $12.5 million or 14.2% as compared to the year ended December 31, 2005. The number of slot units on the floor decreased 16.9% with a resulting decrease in slot handle of 18.6%. Combined revenues from other gaming activities decreased by $1.8 million or 33.2% for the year ended December 31, 2006 as compared to the year ended December 31, 2005 primarily due to business level declines related to the renovation. The race and sports book and poker were both temporarily relocated due to the renovation.

Casino expenses decreased 9.5% to $67.9 million for the year ended December 31, 2006 as compared to $75.0 million for the year ended December 31, 2005. The casino profit margin decreased 7.1 percentage

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points over the same twelve-month periods. The revenue reductions in the Casino are the direct result of the renovation and are expected to be short term. Although variable expenses have been decreased in reaction to the revenue declines, certain fixed expenses could not be eliminated resulting in the lower margins.

2005 compared with 2004

Casino revenues increased 9.5% to $130.1 million for the year ended December 31, 2005 as compared to $118.8 million for the year ended December 31, 2004. Table games revenue for the year ended December 31, 2005, increased by approximately $8.1 million or 18.4% as compared to the year ended December 31, 2004. The increase in table games revenue was due to an increase in table drop of $23.3 million, as well as an increase in win percentage to 18.1% in 2005 from 16.6% in 2004. Slot revenue for the year ended December 31, 2005, decreased by approximately $1.5 million or 1.7% as compared to the year ended December 31, 2004. The decrease in slot revenue was the result of a decrease in slot handle of approximately $20.2 million, which resulted from the elimination of several marketing initiatives that were in place in 2004, including promotional play offers that were included in slot handle. The elimination of promotional and other expenses associated with these initiatives assisted in the improved casino operating margin. Combined revenues from other gaming activities increased by $3.2 million or 156.1% for the year ended December 31, 2005 as compared to the year ended December 31, 2004 primarily due to the addition of poker in October 2004 and Keno in April 2005, as well as improved results in the race and sports book.

Casino expenses increased 7.8% to $75.0 million for the year ended December 31, 2005 as compared to $69.6 million for the year ended December 31, 2004. The casino profit margin increased 0.9 percentage points over the same twelve-month periods. The increase in casino expenses was mainly due to the addition of certain promotional expenses related to marketing initiatives that have been put in place to maintain casino revenue levels throughout the renovation period, as well as increases in payroll and the casino allowance for doubtful accounts over the prior year.

Hotel

Hotel revenue is derived from rooms and suites rented to guests. “Average daily rate” is an industry specific term used to define the average amount of revenue per occupied room per day. “Occupancy percentage” defines the total percentage of rooms occupied and is computed by dividing the number of rooms occupied by the total number of rooms available. Hotel revenue is recognized at the time the room is provided to the guest.

2006 compared with 2005

Hotel revenues increased 0.5% to $111.0 million for the year ended December 31, 2006 as compared to $110.4 million for the year ended December 31, 2005. Hotel occupancy percentages for the year ended December 31, 2006, remained consistent with the year ended December 31, 2005 at 97%. Average daily room rates remained relatively consistent when comparing the two periods at $122 for the twelve months ended December 31, 2006 compared to $121 for the twelve month period ended December 31, 2005. Hotel occupancy and room rates exceeded our expectations during this renovation period.

Hotel expenses decreased 9.9% to $40.7 million for the year ended December 31, 2006 as compared to $45.1 million for the year ended December 31, 2005. The Hotel profit margin increased 4.3 percentage points over the same twelve-month period. During the year ended December 31, 2005, we incurred certain repair and maintenance expenses related to upgrades and amenities in the Hotel rooms. We did not incur similar expenses in 2006 which accounted for most of the profit margin increase year over year.

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2005 compared with 2004

Hotel revenues increased 4.1% to $110.4 million for the year ended December 31, 2005 as compared to $106.1 million for the year ended December 31, 2004. Hotel occupancy percentages for the year ended December 31, 2005, remained consistent with the year ended December 31, 2004 at 97%. Average daily room rates increased to $121 as compared to $117 for the same twelve-month periods, resulting in increased Hotel revenues. The increase in Hotel revenues and average daily room rates are primarily due to an improvement in general economic conditions during 2005, a higher demand for rooms in Las Vegas in general and the improved channels of marketing through Starwood.

Hotel expenses increased 37.8% to $45.1 million for the year ended December 31, 2005 as compared to $32.8 million for the year ended December 31, 2004. The Hotel profit margin decreased 10.0 percentage points over the same twelve-month period. The decrease in Hotel profit margin was primarily due to repairs and maintenance expenses related to upgrades and amenities in the Hotel rooms, management fees paid to Starwood under the management contract beginning in September 2004 and an increase in payroll and related benefits resulting from the collective bargaining agreement with the culinary union which became effective October 1, 2005. The payroll and related benefit increases incurred as a result of the union agreement and the management fees under the Starwood management contract will be on-going. We do not expect the magnitude of the on-going repair and maintenance expense to be as large as the current year, which accounted for 13% of the operating expense increase.

Food and Beverage

Food and beverage revenues are derived from food and beverage sales in the restaurants, bars, room service, banquets and entertainment outlets. Food and beverage revenue is recognized at the time the food and/or beverage are provided to the guest.

2006 compared with 2005

Combined food and beverage revenues decreased 19.9% to $59.7 million for the year ended December 31, 2006 as compared to $74.6 million for the year ended December 31, 2005. Food revenues decreased $7.8 million or 13.1% over the same twelve-month period, while beverage revenues declined $7.1 million or 34.8% over the same twelve-month period. The decreases in food and beverage revenues were driven by the outlet closures required for the renovation. The high end restaurants and 24-hour café have been permanently closed and will be reopened in 2007 as outlets leased to third parties.  Casino bars were temporarily closed and relocated throughout the course of the renovation in 2006.

Combined food and beverage expenses decreased 10.2% to $46.1 million for the year ended December 31, 2006 as compared to $51.4 million for the year ended December 31, 2005. Food and beverage profit margin decreased 8.4 percentage points over the same twelve-month period. The increase in food and beverage expenses and the resulting decrease in food and beverage operating margins were primarily due to our inability to eliminate certain fixed expenses while the outlets were closed as well as increases in payroll and related benefits resulting from the collective bargaining agreement with the culinary union which became effective October 1, 2005.

2005 compared with 2004

Combined food and beverage revenues increased 2.9% to $74.6 million for the year ended December 31, 2005 as compared to $72.5 million for the year ended December 31, 2004. Food revenues increased $2.2 million or 3.9% over the same twelve-month period, while beverage revenues remained consistent with the prior year. The increase in food revenues was primarily due to the addition of the new menus in the café and high-end restaurants in 2005.

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Combined food and beverage expenses increased 14.4% to $51.4 million for the year ended December 31, 2005 as compared to $44.9 million for the year ended December 31, 2004. Food and beverage profit margin decreased 7.0 percentage points over the same twelve-month period. The increase in food and beverage expenses and the resulting decrease in food and beverage margins were primarily due to management fees paid to Starwood under the management contract beginning in September 2004 and an increase in payroll and related benefits resulting from the collective bargaining agreement with the culinary union which became effective October 1, 2005. As the management fees under the Starwood agreement and the payroll and benefit increases related to the union are permanent additions to the expense structure, we expect the decline in profit margin for owned food and beverage outlets to be on-going.

Other

Other revenue includes entertainment sales, retail sales, telephone and other miscellaneous income and is recognized at the time the goods or services are provided to the guest.

2006 compared with 2005

Other revenues decreased 27.3% to $12.7 million for the year ended December 31, 2006 as compared to $17.5 million for the year ended December 31, 2005. The decrease in other revenues is primarily the result of elimination of entertainment revenues in the TPA which is now leased to a third party operator.

Other expenses decreased 56.2% to $4.4 million for the year ended December 31, 2006 as compared to $10.1 million for the year ended December 31, 2005. The decrease in other expenses was directly related to the closing of the TPA and elimination of entertainment expense.

2005 compared with 2004

Other revenues increased 4.4% to $17.5 million for the year ended December 31, 2005 as compared to $16.8 million for the year ended December 31, 2004. The increase in other revenues is primarily due to the restructuring of shared telephone revenue from a 15% revenue share to the Aladdin to 100% beginning in January 2005 and a 24.7% increase in rental income. The increase in other revenue was partially offset by a decrease in entertainment revenue resulting from the closing of the Steve Wyrick showroom in April 2005 for remodeling under the Clear Channel agreement.

Other expenses decreased 16.2% to $10.1 million for the year ended December 31, 2005 as compared to $12.1 million for the year ended December 31, 2004. The decrease in other expenses was directly related to the closing of the Showroom for remodel in April 2005.

Selling, General and Administrative (“SG&A”)

SG&A expenses decreased 6.0% to $74.6 million for the year ended December 31, 2006 as compared to $79.4 million for the year ended December 31, 2005. SG&A expenses as a percentage of net revenues increased 2.0 percentage points in comparing the same twelve-month periods. The decrease in SG&A expenses was primarily due to reductions in repair and maintenance expenses that were incurred in 2005 but were not incurred in 2006.

SG&A expenses increased 21.9% to $79.4 million for the year ended December 31, 2005 as compared to $65.1 million for the year ended December 31, 2004. SG&A expenses as a percentage of net revenues increased 3.2 percentage points in comparing the same twelve-month periods. The increase in SG&A expenses was primarily due to repair and maintenance expenses incurred in the fourth quarter and included painting the building and additional administrative office space. The addition of management bonuses and legal and professional fees, which were included in reorganization costs reported below the

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operating income line and not in SG&A by Aladdin Gaming in 2004, also contributed to the increase in SG&A expenses when compared to prior year.

Depreciation and Amortization

Depreciation expense for the year ended December 31, 2006 was approximately $22.5 million compared to $23.6 million for year ended December 31, 2005. There were no significant additions to depreciable assets during the year as the most of the additions related to the renovation will be placed in service during 2007 as the areas are completed.

Aladdin Gaming did not record depreciation expense during 2004, as the assets were classified as “held for sale”. As a result, depreciation expense for the year ended December 31, 2005, was significantly greater than the same period in the prior year. Depreciation and amortization expense was approximately $23.6 million for the year ended December 31, 2005 as compared to $7.8 million for the year ended December 31, 2004.

Net Interest Expense

Net interest expense increased to $61.7 million for the year ended December 31, 2006 as compared to $55.0 million for the year ended December 31, 2005. For the year ended December 31, 2005, the interest expense under the Credit Agreement was calculated using the minimum spread of LIBOR plus 125 basis points which increased to LIBOR plus 325 basis points for the year ended December 31, 2006. Additionally, the paid-in-kind interest on the Mezzanine Financing increased as the outstanding principal balance increased. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Description of Certain Indebtedness” below.

Net interest expense increased 188.0% to $55.0 million for the year ended December 31, 2005 as compared to $19.1 million for the year ended December 31, 2004. The increase in net interest expense is directly related to the addition of the Credit Agreement we entered into upon the completion of the acquisition of the Aladdin on September 1, 2004.

Loss on Early Extinguishment of Debt

In connection with the repayment of all amounts due under the Credit Agreement and the Notes issued under the Securities Purchase Agreement with the proceeds of the Loan Agreement effective November 30, 2006, the Company recorded a loss on early extinguishment of debt of $60.2 million which is comprised of the unamortized balance of the original issue discount recorded in connection with the Credit Agreement of $20.6 million, an exit fee payable to the lenders under the Credit Agreement of $3.7 million, a call premium on the Notes of $26.8 million and the write-off of previously deferred debt issuance costs and warrant amortization of $9.1 million.

Liquidity and Capital Resources

During the year ended December 31, 2006, the Aladdin utilized cash flows from operating activities of approximately $22.9 million and had a balance of $25.6 million in cash and cash equivalents as of December 31, 2006. We also had current restricted cash and cash equivalents of approximately $18.3 million and long-term restricted cash and cash equivalents of approximately $128.0 million at December 31, 2006. The current restricted cash and cash equivalents are primarily reserve accounts that have been established under the Loan Agreement to guarantee payment of property taxes, insurance and furniture, fixtures and equipment replacement. Current restricted cash also includes the balance in the cash management account. Under the terms of the Loan Agreement, all cash receipts are deposited into a cash management account under Lender control which is used to fund reserves and operating expenses. The long-term cash and cash equivalents include funds designated for the remaining costs associated with

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the renovation of the Aladdin to the PH Resort and the interest reserve account balance which will be released once certain debt service coverage rations are achieved. See “Description of Certain Indebtedness” below.

Our primary cash requirements for 2007 are expected to include (i) up to approximately $117.0 million in capital expenditures related to the renovation project, (ii) approximately $13.0 million for maintenance capital expenditures or replacement furniture, fixtures and equipment and (iii) up to approximately $67.5 million in interest payments on our debt.

We believe that cash generated from operations, cash held in reserve by the lenders under the Loan Agreement and available future financing under the Loan Agreement will be adequate to meet the anticipated working capital, capital expenditure, renovation and debt service obligations of OpBiz.

There can be no assurance that we have accurately estimated our liquidity needs, or that we will not experience unforeseen events that may materially increase our need for liquidity to fund our operations or capital expenditure programs or decrease the amount of cash generated from our operations. We expect to experience a reduction in cash generated by our operations during our planned renovations to the Aladdin and have negotiated the terms of the Loan Agreement to address those anticipated reductions. We believe that future funding under the Loan Agreement will adequately cover interest shortfalls and any operating shortfalls experienced during the renovation period but we can not assure you that we have accurately estimated those needs.

Off Balance Sheet Arrangements

As of December 31, 2006, we did not have any off balance sheet arrangements. We have not entered into any transactions with special purposes entities, nor have we engaged in any derivative transactions other than the warrants attached to the Senior Notes and Mezzanine Financing and the interest rate cap agreement described above (see “Critical Accounting Policies and Estimates—Derivative Instruments and Hedging Activities”).

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Commitments and Contractual Obligations

The following table summarizes our scheduled commitments and contractual obligations as of December 31, 2006:

	2007		2008		2009		2010		2011		Thereafter
	(In thousands)
Long-term debt(a)	$	1,592	$	761,455	$	2,001	$	2,243	$	2,515	$	20,771
Sheraton hotel management contract(b)	10,906		12,792		13,696		13,926		14,951		278,072
Planet Hollywood licensing agreement(c)	2,585		4,034		4,281		4,345		4,666		109,252
Energy service consumption charges	1,140		1,140		1,140		1,140		1,140		9,120
Operating leases(d)	2,103		1,867		193		147		4		—
Employment agreements	4,435		2,854		428		62		—		—
Common Parking Area Use agreement(e)	5,120		5,120		5,120		5,376		5,376		720,803
Total	$	27,881	$	789,262	$	26,859	$	27,239	$	28,652	$	1,138,018

(a)See Note 7 to the Consolidated Financial Statements in this Annual Report on Form 10-K.

(b)We pay management fees to Sheraton under the hotel management contract. These management fees are generally based on various percentages of our non-gaming revenues. See Note 9 to the Consolidated Financial Statements in this Annual Report on Form 10-K. We also pay Sheraton a centralized service fee, a portion of which is fixed, and other de minimis charges which are included in the table above. Amounts are based on internal projections made by management.

(c)Fees under the Planet Hollywood licensing agreement generally commence when we begin operating as the PH Resort and are based on a percentage of our non-gaming revenues. See “Item 1. Business—Material Agreements—Planet Hollywood Licensing Agreement.” Amounts are based on internal projections made by management.

(d)Consists of leases for certain office and casino equipment.

(e)Includes amounts paid for parking charges, as well as common area maintenance charges, which are estimates made by management based on current year expenses. The base fee is subject to a maximum 5% increase every five years.

Description of Certain Indebtedness

Loan Agreement

On November 30, 2006, OpBiz and PH Fee Owner entered into the Loan Agreement with Column Financial, Inc. for a Loan in the principal amount of up to $820 million. The Loan Agreement provides for an initial disbursement in the amount of $759.7 million and a Future Funding in the amount of up to $60.3 million. The Loan is secured by a deed of trust on the PH Resort, a deed of trust on the Timeshare Parcel, and a pledge, subject to approval by the Nevada gaming authorities by MezzCo of its membership interest in OpBiz (as described below).

The term of the Loan is twenty four months with three one year extension options subject to payment of a fee and the Borrower’s compliance with the requirements for of an extension outlined in the Loan Agreement. Interest on the Loan is payable monthly and accrues at a rate of LIBOR plus 3.25% with a .25% ticking fee on available but un-advanced Future Funding. The Loan Agreement does not require amortization during the initial term or, provided certain EBITDA thresholds are met, during the extension periods. The Loan Agreement requires that the Borrower establish and maintain certain reserves including a reserve for completion of the renovation project as currently budgeted, a reserve for projected interest shortfalls, a reserve for payment of property taxes and insurance and a reserve for on-going furniture,

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fixture and equipment purchases or property improvements. The Loan Agreement restricts the Borrower’s ability to spend excess cash flow until certain debt service coverage ratios are met.

In connection with the Loan Agreement, we have, using the proceeds from the Loan, repaid in full all amounts outstanding under the Credit Agreement, dated August 31, 2004, among OpBiz, the lenders named therein (the “Lenders”) and The Bank of New York, Asset Solution Division (the “Senior Agent”). Pursuant to the terms of the Credit Agreement, upon repayment of all amounts due, the warrant to purchase 2.5% of the equity in EquityCo issued to the Lenders at the closing of the Credit Agreement became exercisable. The number of outstanding warrants has been imputed as one million using the equity value on the date the warrants were issued. On March 14, 2007, the Company entered into a letter agreement with the Lenders to compensate the holders of any unexercised warrants upon the expiration of the exercise period but in any event, no later than March 30, 2007 at a cost of $1.61 per warrant. The exercise period expired on March 21, 2007 with no warrant holders electing to exercise. Accordingly, the Company has recorded the value of the warrants as $1.6 million in the accompanying consolidated balance sheets.

In addition, in order to permit the Lender to foreclose on the Hotel and Casino separately and to allow OpBiz to continue to operate the casino after such a foreclosure (should the Lender choose to do so), title to the real property comprising the Hotel and Casino (the “Property”) was transferred from OpBiz to PH Fee Owner. OpBiz and PH Fee Owner then entered into a lease pursuant to which OpBiz agreed to continue to operate the Hotel in the manner it had been and to pay monthly rent of approximately $916,000. OpBiz and PH Fee Owner also entered into a lease pursuant to which OpBiz agreed to continue to operate the Casino in the manner it had been and to pay monthly rent of approximately $1,160,000.

In connection with the Loan, the Lender required that Trophy Hunter Investments, Ltd., Bay Harbour 90-1, Ltd. and Bay Harbour Master Ltd., which are affiliates of Bay Harbour Management, execute and deliver a certain Guaranty (as described below). In exchange for Trophy Hunter Investments, Ltd. and Bay Harbour Master Ltd. (the “Guarantors”) executing the Guaranty, OpBiz and PH Fee Owner agreed to pay to Trophy Hunter Investments, Ltd. and Bay Harbour Master Ltd. a fee equal to $1,500,000 per year. The fee is accrued and only payable once OpBiz hits certain debt service coverage ratios defined in the Loan Agreement.

In connection with the Loan, the Guarantors entered into a Guaranty, dated November 30, 2006 (the “Guaranty”), pursuant to which the Guarantors agreed to indemnify the Lender against losses related to certain prohibited actions of the Borrower and guarantied full repayment of the Loan in the case of a voluntary or collusive bankruptcy of the Borrower, a transfer of the Property or interests in the Borrower in violation of the Loan Agreement and if the Borrower fails to maintain its status as a bankruptcy remote entity and as a result sees its assets consolidated with those of an affiliate in a bankruptcy. The liability of the Guarantors is capped at $15,000,000 per entity and $30,000,000 in the aggregate, however this cap does not apply to (i) liability arising from events, acts or circumstances actually committed or brought about by the willful acts of any of the Guarantors and (ii) the extent of any benefit received by any of the Guarantors as a result of the acts giving rise to the liability under the Guaranty. Each of Douglas Teitelbaum and Robert Earl executed and delivered guaranties substantially the same as that delivered by the Guarantors, however the liability of each of them was limited to (i) liability arising from events, acts or circumstances actually committed or brought about by willful acts by him and (ii) the extent of any benefit received by him as a result of the acts giving rise to the liability under the Guaranty.

In connection with the Loan, the Guarantors and Robert Earl executed and delivered a Completion Guaranty, dated November 30, 2006, pursuant to which they jointly and severally guarantied the completion of the renovation of the Property and payment of all costs associated therewith. The liability under the Completion Guaranty is capped at the greater of (a) $35,000,000 and (b) only in the case that

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cost overruns for the renovation exceed $15,000,000, 24% of the then unpaid costs of the completion of the renovation.

In addition, in connection with the Loan Agreement, we effected a refinancing of the Securities Purchase Agreement, dated August 9, 2004, among MezzCo and the Investors, pursuant to which MezzCo issued to the Investors (i) 16% senior subordinated secured Notes in the original aggregate principal amount of $87 million, and (ii) Warrants for the purchase (subject to certain adjustments as provided for therein) of membership interests of MezzCo, representing 17.5% of its fully diluted equity. Loan proceeds were used to redeem in full the Notes.

In connection with the refinancing of the Securities Purchase Agreement and redemption of the Notes, the Restructuring Parties entered into the Restructuring Agreement, pursuant to which the Restructuring Parties terminated in full the Securities Purchase Agreement, the Subordination Agreement, dated as of August 31, 2004, among MezzCo, OpBiz, the Senior Agent and the Investors, the Pledge Agreement, dated August 9, 2006, among MezzCo and the Collateral Agent, and the Guaranty, dated August 9, 2004, made by OpBiz to the Investors, and amended certain other existing agreements, as described below.

In accordance with the terms of the Restructuring Agreement, the Investors and EquityCo, MezzCo and OpBiz entered into a Release, Consent and Waiver Agreement, pursuant to which the Investors (i) released OpBiz from its guaranteed obligations, under that certain Guaranty Agreement, dated as of August 9, 2004 and executed by OpBiz in favor of the Investors and the collateral agent; (ii) released MezzCo from its pledge of the collateral, under that certain Pledge Agreement, dated as of August 9, 2004, and executed by MezzCo in favor of the collateral Agent, the Investors released their security interest, as defined in that certain Security Agreement, as amended by that certain Amendment to Security Agreement, in each case dated as of August 9, 2004 and executed by the Company in favor of the collateral agent; (iii) released and terminated the Deed of Trust, dated as of August 9, 2004 and executed by MezzCo in favor of the Trustee (as defined therein) for the benefit of the collateral agent; (iv) released and terminated the Investors’ security interest in the securities account, provided for that certain Securities Account Control Agreement, dated as of August 9, 2004 and executed by the Company, the collateral agent and Wells Fargo Bank, N.A.

Additionally, MezzCo, EquityCo, and the Investors entered into an Amended and Restated Investor Rights Agreement, dated November 30, 2006 (the “A&R Investor Rights Agreement”), to amend and restate the original Investor Rights Agreements among the parties thereto, dated August 9, 2004.

Pursuant to the Restructuring Agreement, the Restructuring Parties agreed to amend the Warrants by issuing Amended and Restated Warrants to Purchase Membership Interests of MezzCo (the “A&R Warrants”) to the Investors upon approval by the Nevada gaming authorities. The A&R Warrants will be exercisable at any time, subject to the approval of the Nevada gaming authorities, at a purchase price of $0.01 per unit. Subject to the approval of the Nevada gaming authorities, the warrants may be exercised to purchase either voting or non-voting membership interests of MezzCo or a combination thereof through the expiration date of December 9, 2012. In addition to customary anti-dilution protections, the number of units representing MezzCo membership interests issuable upon exercise of the A&R Warrants may be increased from time to time upon the occurrence of certain events as described in the A&R Warrants. Holders of the A&R Warrants and any securities issued upon exercise thereof may require MezzCo to redeem such securities commencing on December 9, 2011 at a redemption price based upon a formula set forth in the A&R Warrants. These rights expire upon completion of a public offering by MezzCo or OpBiz.

In connection with the Restructuring Agreement, EquityCo entered into a Guaranty Agreement, dated November 30, 2006 (the “Guaranty Agreement”), in favor of the Investors and the Collateral Agent, pursuant to which EquityCo has guaranteed the obligation of MezzCo to pay the redemption price under

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the A&R Warrants prior to expiration and any indebtedness arising under the Put Note (as defined in the A&R Warrants).

EquityCo and the Collateral Agent also entered into a Pledge Agreement, dated November 30, 2006 (the “Pledge Agreement”), pursuant to which EquityCo has, subject to approval of the Nevada gaming authorities, pledged and granted a first priority security interest to the Collateral Agent for the ratable benefit of the Investors in the membership interests of EquityCo in MezzCo. The Pledge Agreement, once approved, will secure the full payment of the Put Right (as defined in the A&R Warrants), including any obligations under the Put Note.

On November 30, 2006, we entered into an Indemnification Agreement with the Investors, pursuant to which we agreed to indemnify the Investors for any losses caused by (i) lack of gaming approvals for the issuance of the A&R Warrants, (ii) lack of gaming approval for the granting of a lien by EquityCo in the equity interests in MezzCo, as described in the Pledge Agreement, and (iii) the inability of the Investors to exercise the Warrants until July 1, 2007.

The foregoing descriptions of the various agreements described above do not purport to be complete and are qualified in their entirety by reference to the agreements, which are filed herewith as Exhibits, and are incorporated herein by reference.

Energy Services Agreement

Northwind, a third party, owns and operates a central utility plant on land leased from us. The plant supplies hot and cold water and emergency power to the Aladdin under a contract between Aladdin Gaming and Northwind. We have assumed the energy service agreement, which expires in 2018. Under the agreement, we are required to pay Northwind a monthly consumption charge, a monthly operational charge, a monthly debt service payment and a monthly return on equity payment. Payments under the Northwind agreement total approximately $0.4 million per month.

ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. Our primary exposure to market risk is interest rate risk associated with our long-term debt. We pay interest on the amount outstanding under the Loan Agreement monthly, in cash, at the London Inter-Bank Offered Rate, or LIBOR, plus 3.25% with a .25% ticking fee on available but un-advanced Future Funding. An increase of one percentage point in the average interest rate applicable to the variable rate debt outstanding at December 31, 2006 would increase the annual interest cost by approximately $8.2 million.

The following table provides information about our long-term debt at December 31, 2006 (see also “Description of Certain Indebtedness” above):

	Maturity Date	Face Amount		Carrying Value		Estimated Fair Value
	(In thousands)
Loan Agreement	November 2008	$	759,670	$	759,670	$	759,670
Energy Services Agreement	March 2018	30,907		30,907		30,907
Total long-term debt		$	790,577	$	790,577	$	790,577

We have entered into an interest rate cap agreement to manage interest rate risk.

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ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm		43
Report of Independent Registered Public Accounting Firm		44
Consolidated Balance Sheets		45
Consolidated Statements of Operations		46
Consolidated Statements of Members’ Equity (Deficit)		47
Consolidated Statements of Cash Flows		48
Notes to Consolidated Financial Statements		49

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Report of Independent Registered Public Accounting Firm

To the Board of Managers of BH/RE, L.L.C.

We have audited the accompanying consolidated balance sheets of BH/RE, L.L.C. and subsidiaries (the “Company”) as of December 31, 2006 and 2005, and the related consolidated statements of operations, members’ equity (deficit), and cash flows for each of the three years in the period ended December 31, 2006. Our audit also included the financial statement schedule in the Index of Item 15 (a)(2). These financial statements and the financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of BH/RE, L.L.C. and subsidiaries at December 31, 2006 and 2005, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2006 in conformity with U.S. generally accepted accounting principles. Also, in our opinion, such financial statement schedule, when considered in relation to the consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

As discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for Share-Based Payments in accordance with Statement of Financial Accounting Standards No. 123 (revised 2004) on January 1, 2006.

	/s/ ERNST & YOUNG LLP
Las Vegas, Nevada
March 29, 2007

Report of Independent Registered Public Accounting Firm

To Reorganized Aladdin Gaming, LLC

We have audited the accompanying consolidated statements of operations and cash flows of Aladdin Gaming, LLC (a Nevada limited liability company) and subsidiaries (the “Predecessor”) for the eight months ended August 31, 2004. These financial statements are the responsibility of the Predecessor’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated results of operations and cash flows of Aladdin Gaming, LLC and subsidiaries for the eight months ended August 31, 2004, in conformity with U.S. generally accepted accounting principles.

	/s/ ERNST & YOUNG LLP
Las Vegas, Nevada
January  31, 2005

43

BH/RE, L.L.C. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

(amounts in thousands)

	December 31,				December 31,
	2006				2005
ASSETS
Current assets:
Cash and cash equivalents		$	25,640			$	41,419
Receivables, net		12,917				19,793
Inventories		1,656				2,165
Prepaid expenses		8,111				4,913
Deposits and other current assets		1,564				3,058
Restricted cash and cash equivalents		18,341				—
Total current assets		68,229				71,348
Property and equipment, net		524,054				485,746
Restricted cash and cash equivalents		128,049				87,787
Other assets, net		16,862				9,614
Total assets		$	737,194			$	654,495
LIABILITIES AND MEMBERS’ DEFICIT
Current liabilities:
Current portion of long-term debt		$	1,592			$	2,671
Accounts payable		15,349				3,359
Accrued payroll and related		12,573				13,373
Accrued interest payable		6,059				6,896
Accrued taxes		2,526				2,994
Accrued expenses		6,270				6,183
Deposits		5,752				4,563
Other current liabilities		7,519				6,159
Due to affiliates		1,425				1,591
Total current liabilities		59,065				47,789
Long-term debt, less current portion		788,985				604,877
Other long-term liabilities		4,117				4,229
Total liabilities		852,167				656,895
Commitments and contingencies (Note 11)
Minority interest		(3,034		)		13,863
Members’ deficit:
Member’s equity		21,500				21,500
Accumulated deficit		(133,439		)		(37,763		)
Total members’ deficit		(111,939		)		(16,263		)
Total liabilities and members’ deficit		$	737,194			$	654,495

The accompanying notes are an integral part of these consolidated financial statements.

45

BH/RE, L.L.C. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands)

										Predecessor Information
	Years Ended									Eight Months Ended
	2006			2005			2004			August 31, 2004
Operating revenues:
Casino	$	104,841		$	130,083		$	41,068			$	77,774
Hotel	111,040			110,443			34,407				71,705
Food and beverage	59,716			74,594			23,242				49,231
Other	12,733			17,511			5,813				10,962
Gross revenues	288,330			332,631			104,530				209,672
Promotional allowances	(21,218		)	(26,373		)	(8,389		)		(18,783		)
Net revenues	267,112			306,258			96,141				190,889
Operating costs and expenses:
Casino	67,893			75,016			22,333				47,257
Hotel	40,651			45,123			11,741				21,010
Food and beverage	46,145			51,373			16,433				28,463
Other	4,442			10,146			2,982				9,128
Selling, general and administrative	74,619			79,352			24,162				40,933
Depreciation and amortization	22,509			23,592			7,814				—
Preopening expenses	—			—			1,684				—
Impairment of long-lived assets	—			—			—				1,732
Loss on disposition of assets				1,787			—				—
	256,259			286,389			87,149				148,523
Operating income	10,853			19,869			8,992				42,366
Other income (expense):
Interest expense, net	(61,702		)	(54,964		)	(16,525		)		(2,541		)
Loss on early extinguishment of debt	(60,225		)
Minority interest	16,897			5,269			877				—
Loss on warrant valuation	(1,499		)	(35		)	—				—
Reorganization costs	—			—			—				(6,647		)
	(106,529		)	(49,730		)	(15,648		)		(9,188		)
Pre-tax (loss) income	(95,676		)	(29,861		)	(6,656		)		33,178
Income tax provision	—			(15		)	—				—
Net (loss) income	$	(95,676	)	$	(29,876	)	$	(6,656	)		$	33,178

The accompanying notes are an integral part of these consolidated financial statements.

46

BH/RE, L.L.C. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF MEMBERS’ EQUITY (DEFICIT)

(amounts in thousands)

	Equity Contributions			Accumulated Deficit				Total Members’ Equity (Deficit)
Balances, December 31, 2003		$	—		$	(1,231	)	$	(1,231	)
Member contributions		21,500			—			21,500
Net loss		—			(6,656		)	(6,656		)
Balances, December 31, 2004		21,500			(7,887		)	13,613
Net loss		—			(29,876		)	(29,876		)
Balances, December 31, 2005		21,500			(37,763		)	(16,263		)
Net loss		—			(95,676		)	(95,676		)
Balances, December 31, 2006		$	21,500		$	(133,439	)	$	(111,939	)

The accompanying notes are an integral part of these consolidated financial statements.

47

BH/RE, L.L.C. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(amounts in thousands)

										Predecessor Information
	Year Ended December 31,									Eight Months Ended
	2006			2005			2004			August 31, 2004
Cash flows from operating activities:
Net (loss) income	$	(95,676	)	$	(29,876	)	$	(6,656	)		$	33,178
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation and amortization	22,509			23,592			7,814				—
Amortization of debt discount and issuance costs	7,040			7,038			503				—
Loss on early extinguishment of debt	60,225			—			—				—
Minority interest	(16,897		)	(5,269		)	17,623				—
Change in value of warrants	1,987			159			—				—
Impairment of long-lived assets	—			—			—				1,732
Loss on disposition of assets	—			1,787			—				—
Reorganization items:
Professional fees	—			—			—				2,433
Management retention expense	—			—			—				2,139
Interest earned on accumulated cash during Chapter 11 proceedings	—			—			—				(111		)
Changes in assets and liabilities:
Restricted cash and cash equivalents	(18,341		)	—			—				—
Receivables, net	6,876			(7,167		)	(12,626		)		2,216
Inventories and prepaid expenses	(2,689		)	664			(7,742		)		2,686
Deposits and other current assets	1,484			(493		)	(6,928		)		951
Accounts payable	11,990			1,264			2,095				(3,729		)
Accrued expenses and other current liabilities	(1,442		)	3,673			38,086				(5,830		)
Net cash (used in) provided by operating activities before cash payments for reorganization items	(22,934		)	(4,628		)	32,169				35,665
Cash payments for reorganization items:
Professional fees paid	—			—			—				(4,572		)
Interest earned on accumulated cash during Chapter 11 proceedings	—			—			—				111
Cash payments for reorganization items	—			—			—				(4,461		)
Net cash (used in) provided by operating activities	(22,934		)	(4,628		)	32,169				31,204
Cash flows from investing activities:
Acquisition of Aladdin Resort and Casino, net of cash acquired	—			—			(466,409		)		—
Capital expenditures	(60,039		)	(15,060		)	(1,787		)		(988		)
Proceeds from sale of assets	—			49			—				—
Restricted cash and cash equivalents	(40,261		)	8,412			(86,138		)		76
Net cash used in investing activities	(100,300		)	(6,599		)	(554,334		)		(912		)
Cash flows from financing activities:
Borrowings under bank facility	759,670			—			561,576				—
Payable-in-kind interest added to debt principal	10,593			16,886			4,936				—
Repayment of bank facility	(497,971		)	—			(14,000		)		(732		)
Repayment of mezzanine financing	(117,444		)	—			—				—
Early extinguishment of debt	(30,485		)	—			—				—
Payments on CUP financing	(1,407		)	(1,256		)	(388		)		—
Member contributions	—			—			21,500				—
Advances from affiliates	—			—			(13,008		)		—
Issuance of warrants	—			—			4,375				—
Adequate protection payments—secured lenders	—			—			—				(33,450		)
Adequate protection payments—GECC	—			—			—				(5,000		)
Deferred acquisition costs	—			—			3,225				—
Financing fees	(15,501		)	—			(9,035		)		—
Net cash provided by (used in) financing activities	107,455			15,630			559,181				(39,182		)
Cash and cash equivalents:
(Decrease) increase in cash and cash equivalents	(15,779		)	4,403			37,016				(8,890		)
Balance, beginning of period	41,419			37,016			—				38,240
Balance, end of period	$	25,640		$	41,419		$	37,016			$	29,350
Supplemental cash flow disclosures:
Cash paid for interest, net of capitalized interest	$	64,052		$	32,189		$	2,914			$	2,573
Assumption of Central Utility Plant Obligation	$	—		$	—		$	33,958			$	—

The accompanying notes are an integral part of these consolidated financial statements.

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BH/RE, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.ORGANIZATION AND BASIS OF PRESENTATION

Organization

BH/RE is a holding company that owns 85% of EquityCo, L.L.C. (“EquityCo”). The remaining 15% of EquityCo is owned indirectly by Starwood Hotels & Resorts Worldwide, Inc. (“Starwood”). MezzCo, L.L.C. (“MezzCo”) is a wholly-owned subsidiary of EquityCo and each of OpBiz, LLC (“OpBiz”) and PH Mezz II LLC (“PH Mezz II”) is a wholly owned subsidiary of MezzCo. PH Mezz I LLC (“PH Mezz I”), is a wholly owned subsidiary of PH Mezz II. PH Fee Owner LLC (“PH Fee Owner”) is a wholly owned subsidiary of PH Mezz I. TSP Owner LLC (“TSP Owner”) is a wholly owned subsidiary of PH Fee Owner. PH Mezz II, PH Mezz I, PH Fee Owner and TSP Owner are newly formed Delaware limited liability companies structured as bankruptcy remote special purpose entities which, together with OpBiz, own and operate the Aladdin Resort and Casino which is currently being transformed into the Planet Hollywood Resort and Casino (the “PH Resort”). OpBiz is the licensed owner and operator of the gaming assets and leases the casino space and hotel space together with all hotel assets from PH Fee Owner. TSP Owner is the owner of the parcel of land  (the “Timeshare Parcel”) that is currently subject to the Timeshare Purchase Agreement between OpBiz and Westgate Resorts, LLC (“Westgate”) whereby Westgate plans to develop, market, manage and sell timeshare units on the land adjacent to the PH Resort. 50% of BH/RE’s voting membership interests are held by each of Robert Earl and Douglas P. Teitelbaum, and BH/RE’s equity membership interests are held 40.75% by BH Casino and Hospitality LLC I (“BHCH I”), 18.50% by BH Casino and Hospitality LLC II (“BHCH II”) (together, “BHCH”) and 40.75% by OCS Consultants, Inc. (“OCS”).

BH/RE and its subsidiaries were formed to acquire, operate and renovate the Aladdin Resort and Casino (the “Aladdin”) located in Las Vegas, Nevada. OpBiz, an indirect subsidiary of BH/RE, completed the acquisition of the Aladdin on September 1, 2004 and has begun a renovation project which, when complete, will transform the Aladdin into the Planet Hollywood Resort and Casino (the “PH Resort”). In connection with the renovation of the Aladdin, OpBiz has entered into an agreement with Planet Hollywood International, Inc. (“Planet Hollywood”) and certain of its subsidiaries to, among other things, license Planet Hollywood’s trademarks, memorabilia and other intellectual property. OpBiz has also entered into an agreement with Sheraton Operating Corporation (“Sheraton”), a subsidiary of Starwood, pursuant to which Sheraton provides hotel management, marketing and reservation services for the hotel (the “Hotel”) that comprises a portion of the PH Resort.

BH/RE is a Nevada limited liability company and was organized on March 31, 2003. BH/RE was formed by BHCH and OCS. BHCH is controlled by Douglas P. Teitelbaum, a managing principal of Bay Harbour Management, L.C. (“Bay Harbour Management”). BHCH was formed by Mr. Teitelbaum for the purpose of holding investments in BH/RE by funds managed by Bay Harbour Management. Bay Harbour Management is an investment management firm. OCS is wholly owned and controlled by Robert Earl and holds Mr. Earl’s investment in BH/RE. Mr. Earl is the founder, chairman and chief executive officer of Planet Hollywood and Mr. Teitelbaum is a director of Planet Hollywood. Collectively, Mr. Earl, a trust for the benefit of Mr. Earl’s children and affiliates of Bay Harbour Management, own substantially all of the equity of Planet Hollywood. Mr. Earl disclaims beneficial ownership of any equity of Planet Hollywood owned by the trust.

Acquisition of the Aladdin

Aladdin Gaming, L.L.C. (“Aladdin Gaming”), which was a debtor-in-possession under Chapter 11 of the United States Bankruptcy Code, commenced its bankruptcy case in the United States Bankruptcy

49

Court for the District of Nevada, Southern Division on September 28, 2001. On April 23, 2003, OpBiz and Aladdin Gaming entered into a purchase agreement pursuant to which OpBiz agreed to acquire the Aladdin. Under the purchase agreement and pursuant to an order of the Bankruptcy Court, Aladdin Gaming conducted an auction to sell the Aladdin. On June 20, 2003, the Bankruptcy Court declared OpBiz the winner of that auction and, on August 29, 2003, the Bankruptcy Court entered an order confirming Aladdin Gaming’s plan of reorganization and authorizing Aladdin Gaming to complete the sale of the Aladdin to OpBiz under the purchase agreement. On September 1, 2004, OpBiz acquired substantially all of the real and personal property owned or used by Aladdin Gaming to operate the Aladdin, and received $15 million of working capital from Aladdin Gaming, including $25.7 million of cash. The acquisition was accounted for as a purchase and, accordingly, the purchase price and working capital adjustments have been allocated to the underlying assets acquired and liabilities assumed. The working capital adjustment was determined based on the closing balance sheet on August 31, 2004. OpBiz paid the purchase price for the Aladdin by issuing new secured notes to Aladdin Gaming’s secured creditors and assumed various contracts and leases entered into by Aladdin Gaming in connection with its operation of the Aladdin and certain of Aladdin Gaming’s liabilities, including Aladdin Gaming’s energy service obligation to the third party owner of the central utility plant that supplies hot and cold water and emergency power to the Aladdin. At the time of purchase, the energy service obligation was $34.0 million. Upon the completion of the Aladdin acquisition, OpBiz issued $510 million of new secured notes to Aladdin Gaming’s secured creditors under an Amended and Restated Loan and Facilities Agreement (the “Credit Agreement”) with a group of lenders and The Bank of New York, Asset Solutions Division, as administrative and collateral agent. OpBiz also simultaneously made a $14 million cash payment to those secured creditors, which reduced the principal amount of the notes to $496 million and obtained a release of the lien on a four-acre parcel of undeveloped property that OpBiz also acquired from Aladdin Gaming (the “Timeshare Parcel”). On December 10, 2004, OpBiz entered into a Timeshare Purchase Agreement with Westgate Resorts, LTD. (“Westgate”), whereby OpBiz agreed to sell approximately four acres of the Timeshare Land to Westgate, who plans to develop, market, manage and sell timeshare units on the land. The Credit Agreement also requires that OpBiz provide either cash or a letter of credit in the aggregate amount of $90 million to fund the costs of the planned renovations to the Aladdin. In August 2004, MezzCo issued $87 million of senior secured notes to a group of purchasers. The net proceeds of this financing were used to make the $14 million payment described above, to pay certain costs and expenses of BH/RE and its subsidiaries and affiliates related to the acquisition of the Aladdin, and to provide OpBiz with a portion of the funds necessary to meet its obligations regarding the planned renovations to the Aladdin.

The purchase agreement also provided that OpBiz assume substantially all of Aladdin Gaming’s pre-petition contracts and leases and any post-petition contracts or leases to which OpBiz does not object. In addition, the purchase agreement provided that OpBiz offer employment to all of Aladdin Gaming’s employees, other than executive management, on terms and conditions substantially similar to their previous employment terms and conditions.

The following is a summary of the total consideration in the Aladdin acquisition (amounts in thousands):

Issuance of long-term debt, net of discount	$	477,000
Assumption of energy service obligation	33,958
Transaction costs	7,396
Total purchase consideration	$	518,354

In order to assist us in assigning values of assets acquired and liabilities assumed in the transaction, we obtained a third party valuation of significant identifiable intangible assets acquired, as well as other assets acquired and liabilities assumed.

50

The following is a summary of the estimated fair values of the assets acquired and liabilities assumed as of September 1, 2004 (amounts in thousands):

Current assets	$	41,015
Property and equipment	499,686
Intangible assets	3,670
Other assets	743
Total assets acquired	545,114
Current liabilities	26,760
Purchase price	$	518,354

The total intangible assets of $3.7 million are being amortized over their respective remaining useful lives and include a customer list valued at $2.7 million with a useful life at September 1, 2004 of approximately 4 years and a trade name valued at approximately $1.0 million with a useful life at September 1, 2004 of 1.5 years.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Significant Accounting Policies and Estimates

The consolidated financial statements are prepared in conformity with United States generally accepted accounting principles. Certain policies, including the determination of bad debt reserves, the estimated useful lives assigned to assets, asset impairment, insurance reserves and the calculation of liabilities, require that management apply significant judgment in defining the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. Management’s judgments are based on historical experience, terms of existing contracts, observance of trends in the gaming industry and information available from other outside sources. There can be no assurance that actual results will not differ from our estimates. To provide an understanding of the methodology management applies, BH/RE’s significant accounting policies and basis of presentation are discussed below.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, as well as short-term investments with original maturities not in excess of 90 days.

Restricted Cash and Cash Equivalents

The balance in current restricted cash and cash equivalents at December 31, 2006 and 2005 was approximately $18.3 million and $0, respectively which consists of reserves required under the Loan Agreement including a reserve for payment of property taxes and insurance and a reserve for on-going furniture, fixture and equipment purchases or property improvements. Long-term restricted cash and cash equivalents consist of approximately $128.0 million and $87.8 million at December 31, 2006 and 2005, respectively, which represents the remaining cash commitments for the planned renovations to the Aladdin and includes a reserve for interest shortfalls and a contingency required by the Loan Agreement which will be released, in accordance with the terms of the Loan Agreement,  if the cost of the renovation does not exceed the current budget.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable, including casino and hotel receivables, are typically non-interest bearing and are initially recorded at cost. An estimated allowance for doubtful accounts is maintained to reduce the

51

receivables to their carrying amount, which approximates fair value. BH/RE estimates the allowance for doubtful accounts by applying standard reserve percentages to aged account balances under a specific dollar amount and specifically analyzes the collectibility of each account with a balance over the specified dollar amount, based on the age of the account, the customer’s financial condition, collection history and any other known information. The allowance for doubtful accounts totaled approximately $6.6 million and $4.4 million as of December 31, 2006 and 2005, respectively.

Inventories

Inventories consist of food and beverage, retail merchandise and operating supplies, and are stated at the lower of cost or market. Cost is determined by the first-in, first-out and specific identification methods.

Property and Equipment

Property and equipment are stated at cost. Recurring repairs and maintenance costs, including items that are replaced routinely in the casino, hotel and food and beverage departments which do not meet the Company’s capitalization policy of $10,000, are expensed as incurred. The Company has established its capital expense policy to be reflective of its individual ongoing repairs and maintenance programs. Gains or losses on dispositions of property and equipment are included in the determination of income. Property and equipment are generally depreciated over the following estimated useful lives on a straight-line basis:

Buildings	40 years
Building improvements	15 to 40 years
Furniture, fixtures and equipment	3 to 7 years

Property and equipment and other long-lived assets are evaluated for impairment in accordance with the Financial Accounting Standards Board’s (“FASB”) Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” For assets to be disposed of, the asset to be sold is recognized at the lower of carrying value or fair value less costs of disposal. Fair value for assets to be disposed of is estimated based on comparable asset sales, solicited offers or a discounted cash flows model.

Property and equipment are reviewed for impairment whenever indicators of impairment exist. If an indicator of impairment exists, the estimated future cash flows of the asset, on an undiscounted basis, are compared to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then impairment is measured based on fair value compared to carrying value, with fair value typically based on a discounted cash flows model.

The property and equipment and other long-lived assets that BH/RE obtained in the acquisition of the Aladdin were appraised by an independent third party. Property and equipment and the related accumulated depreciation amounts, as well as certain intangible assets recorded in the Company’s consolidated balance sheets as of December 31, 2006 and 2005, are based on the independent third party appraisal.

Debt Issuance Costs

Debt issuance costs incurred in connection with the issuance of long-term debt are capitalized and amortized to interest expense over the expected terms of the related debt agreements using the straight-line method, which approximates the effective interest method, and are included in other assets on BH/RE’s consolidated balance sheets. Debt issuance costs, net of the related amortization totaled approximately $14.8 million and $7.0 million as of December 31, 2006 and 2005, respectively.

52

Intangible Assets

In connection with the purchase of the Aladdin and as a result of an independent appraisal of the assets purchased, BH/RE recorded intangible assets, which consist of a customer list and trade name, on its consolidated balance sheets at December 31, 2006 and 2005. The customer list was valued at approximately $2.7 million at the time of purchase and at December 31, 2006 and 2005, had a net book value of approximately $1.1 million and $1.8 million, respectively. The trade name was valued at approximately $1.0 million at the time of purchase and was fully amortized at December 31, 2006. At December 31, 2006, the customer list had a net book value of approximately $0.1 million. The customer list and trade name are being amortized using the straight-line method over a useful life of 4 years and 1.5 years, respectively. The amortization expense related to the customer list and trade name for the years ended December 31, 2006 and 2005, totaled approximately $0.8 million and $1.3 million, respectively.

Derivative Instruments and Hedging Activities

In connection with the repayment of all obligations under the Credit Agreement, the warrants issued by BH/RE to purchase 2.5% of the equity in EquityCo became excercisable. The warrants can either be settled in cash or in other membership interests upon exercise. The Company has entered into an agreement with the Lenders to compensate the holders of any unexercised warrants upon the expiration of the exercise period at a cost of $1.61 per warrant. The exercise period expired with no warrant holders electing to exercise. Accordingly, the Company has recorded the value of the warrants as $1.6 million in the accompanying consolidated balance sheets.

BH/RE accounts for the outstanding warrants in EquityCo as embedded derivative instruments in accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” (“SFAS No. 133”) and SFAS No. 138, “Accounting for Certain Derivative Instruments and Hedging Activities—an Amendment of FASB Statement No. 133.” (“SFAS No. 138”)

Pursuant to the refinancing of the Securities Purchase Agreement and the terms of the Restructuring Agreement, the Restructuring Parties agreed to amend the warrants issued by MezzCo to purchase 17.5% of the fully diluted equity in MezzCo. The warrants contain a net cash settlement, and therefore are accounted for in accordance with Emerging Issues Task Force (“EITF”) 00-19, “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock”. Both SFAS No. 133 and EITF 00-19 require that the warrants be recognized as liabilities, with changes in fair value affecting net income. See “Note 7. Long-Term Debt—Mezzanine Financing.”

The terms of the Loan Agreement required the Company to enter into an interest rate cap agreement, which expires on November 30, 2008, to manage interest rate risk. The Company did not apply cash flow hedge accounting to this instrument. Although this derivative was not afforded cash flow hedge accounting, the Company retained the instrument as protection against the interest rate risk associated with its long-term borrowings. The Company accounts for its derivative activity in accordance with SFAS No. 133 and accordingly, recognizes all derivatives on the balance sheet at fair value with any in change in fair value being recorded in interest income or expense in the accompanying consolidated statements of operations.

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Revenue Recognition and Promotional Allowances

Casino revenues are recognized as the net win from gaming activities, which is the difference between gaming wins and losses. Hotel revenue recognition criteria are generally met at the time of occupancy. Food and beverage revenue recognition criteria are generally met at the time of service. Deposits for future hotel occupancy or food and beverage services are recorded as deferred income until revenue recognition criteria are met. Cancellation fees for hotel and food and beverage services are recognized upon cancellation by the customer as defined by a written contract entered into with the customer. All other revenues are recognized as the service is provided. Revenues include the retail value of food, beverage, rooms, entertainment, and merchandise provided on a complimentary basis to customers. Such complimentary amounts are then deducted from revenues as promotional allowances on BH/RE’s consolidated statements of operations. The estimated departmental costs of providing such promotional allowances are included in casino costs and expenses and are listed in the table below. The year ended December 31, 2004 for BH/RE includes the four months of operating results since the Aladdin acquisition by OpBiz on August 31, 2004 and should be read in conjunction with the predecessor information for the eight-month performance ended August 31, 2004:

							Predecessor Information
							Eight months
	Year ended						Ended
	December 31,						August 31,
	2006		2005		2004		2004
Rooms	$	3,661	$	3,779	$	1,151		$	2,208
Food and beverage	9,152		10,610		3,447			10,251
Other	764		1,370		440			579
Total cost of promotional allowances	$	13,577	$	15,759	$	5,038		$	13,038

Players’ Club Program

Players’ club members earn points based on gaming activity, which can be redeemed for cash. OpBiz accrues expense related to this program as the points are earned based on historical redemption percentages. The total accrued liability related to the players’ club was $1.6 million at December 31, 2006,  compared to $1.7 million at December 31, 2005.

Self-Insurance Accruals

BH/RE is self-insured, up to certain limits, for costs associated with employee medical coverage. The Company accrues for the estimated expense of known claims, as well as estimates for claims incurred but not yet reported which totaled approximately $2.4 million and $2.7 million as of December 31, 2006 and 2005, respectively.

Advertising Costs

Advertising costs are expensed as incurred and included in selling, general and administrative costs and expenses. Advertising costs totaled approximately $4.1 million, $4.9 million and $1.2 million for the years ended December 31, 2006 and 2005 and the period from September 1, 2004 (Date of OpBiz acquisition) through December 31, 2004, respectively.

Income Taxes

The consolidated financial statements include the operations of BH/RE and its majority-owned subsidiaries: EquityCo, MezzCo, OpBiz, PH Mezz II, PH Mezz I, PH Fee Owner and TSP Owner. BH/RE and EquityCo are limited liability companies and are taxed as partnerships for federal income tax

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purposes. However, MezzCo has elected to be taxed as a corporation for federal income tax purposes. OpBiz and PH Mezz II,  wholly-owned subsidiaries of MezzCo, will be treated as a divisions of MezzCo for federal income tax purposes, and accordingly, will also be subject to federal income taxes. Additionally, PH Mezz I, a wholly-owned subsidiary of PH Mezz II, PH Fee Owner, a wholly owned subsidiary of PH Mezz I and TSP Owner, a wholly owned subsidiary of PH Fee Owner will also be subject to federal income taxes.

MezzCo, OpBiz, PH Mezz II, PH Mezz I, PH Fee Owner and TSP Owneraccount for income taxes in accordance with SFAS No. 109, “Accounting for Income Taxes”. SFAS 109 requires the recognition of deferred income tax assets, net of applicable reserves, related to net operating loss carryforwards and certain temporary differences. The standard requires recognition of a future tax benefit to the extent that realization of such benefit is more likely than not. Otherwise, a valuation allowance is applied.

Preopening Costs

BH/RE accounts for costs incurred during the preopening and start-up phases of operations in accordance with Statement of Position 98-5, “Reporting on the Costs of Start-up Activities”. Preopening and start-up costs include, but are not limited to, salary related expenses for new employees, travel and entertainment expenses. Preopening costs are expensed as incurred.

Membership Interests

As of December 31, 2006, BH/RE’s membership interests had not been unitized and BH/RE’s members do not presently intend to unitize these membership interests. Accordingly, management of BH/RE has excluded earnings per share data required pursuant to SFAS No. 128 “Earnings Per Share” because management believes that such disclosures would not be meaningful to the financial statement presentation.

The Company has entered into various employment agreements, as amended, with several executives. The employment agreements have initial terms of two to five years. The employment agreements provide that the executives will receive a base salary with either mandatory increases or annual adjustments and annual bonus payments. In addition, depending on the terms of the employment agreements, these executives are entitled to options to purchase between 0.2% and 3% of the equity of MezzCo.

Recently Issued Accounting Standards

SFAS No. 123(R)

On December 16, 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment” (“SFAS No. 123(R)”), which is a revision to SFAS No. 123, “Accounting for Stock-Based Compensation.”  SFAS No. 123(R) supersedes Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB No. 25”) and amends SFAS No. 95, “Statement of Cash Flows.”  Among other items, SFAS No. 123(R) requires the recognition of compensation expense in an amount equal to the fair value of share-based payments, including employee stock options and restricted stock, granted to employees.

Effective January 1, 2006, the Company adopted the provisions of SFAS No. 123(R) requiring that compensation cost relating to share-based payment transactions be recognized in the operating expenses. The cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employee’s estimated requisite service period (generally the vesting period of the equity award) on a straight-line basis. Estimates are revised if subsequent information indicates that forfeitures will differ from previous estimates, and the cumulative effect on compensation cost of a change in the estimated forfeitures is recognized in the period of the change. Prior to January 1, 2006, the Company accounted for share-based compensation to employees in accordance with APB No. 25, and related interpretations. The Company also followed the disclosure requirements of SFAS No. 123 as

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amended by SFAS No. 148, “Accounting for Stock-Based Compensation-Transition and Disclosure.” The Company adopted SFAS No. 123(R) using the modified prospective method and, accordingly, financial statement amounts for prior periods presented in this Form 10-K have not been restated to reflect the fair value method of recognizing compensation cost relating to non-qualified stock options.

There was $0.4 million of compensation cost, which approximated fair value, related to non-qualified stock options recognized in operating results (included in selling, general and administrative expenses) for the year ended December 31, 2006.

The fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option pricing model. Expected volatility is based on historical volatility trends as well as implied future volatility observations as determined by independent third parties. In determining the expected life of the option grants, the Company used historical data to estimate option exercise and employee termination behavior. The expected term represents an estimate of the time options are expected to remain outstanding. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. treasury yield curve in effect at the time of grant. The following table sets forth the assumptions used to determine compensation cost for the Company’s non-qualified stock options consistent with the requirements of SFAS No. 123(R).

	Year Ended  December 31, 2006
Weighted-average assumptions:
Expected stock price volatility		36	%
Risk-free interest rate		3.76	%
Expected option life (years)		7
Expected annual dividend yield		—	%

Under APB No. 25 there was no compensation cost recognized for the Company’s non-qualified stock options awarded in the years ended December 31, 2005 and 2004 as these non-qualified stock options had an exercise price equal to the market value of the underlying stock at the grant date. The following table sets forth pro forma information as if compensation cost had been determined consistent with the requirements of SFAS No. 123:

	Year Ended December 31, 2005				Year Ended December 31, 2004
	(Amounts in thousands)
Net loss:
As reported		$	(29,876	)		$	(6,656	)
Deduct: compensation expense under fair value-based method (net of tax)		(234		)		(134		)
Pro forma		$	(30,110	)		$	(6,790	)

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The following sets forth fair value per share information, including related assumptions, used to determine compensation cost consistent with the requirements of SFAS No. 123:

	Year Ended December 31, 2005				Year Ended December 31, 2004
Weighted-average fair value per share of options granted during the period (estimated on grant date using Black-Scholes-Merton option-pricing model)		$	235.28			$	235.28
Weighted-average assumptions:
Expected stock price volatility		36		%		36		%
Risk-free interest rate		3.76		%		3.76		%
Expected option life (years)		7				7
Expected annual dividend yield		—		%		—		%

FASB Interpretation No. 48

In July 2006, the FASB issued FASB Interpretation No. 48 (“FIN 48”) “Accounting for Uncertainty in Income Taxes—an interpretation of FASB No. 109”, to clarify certain aspects of accounting for uncertain tax positions, including issues related to the recognition and measurement of those tax positions. This interpretation is effective for fiscal years beginning after December 15, 2006. The Company is in the process of evaluating the impact of the adoption of this interpretation on the Company’s results of operations and financial condition.

SFAS No. 157

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”), which clarifies the definition of fair value, establishes guidelines for measuring fair value, and expands disclosures regarding fair value measurements. SFAS 157 does not require any new fair value measurements and eliminates inconsistencies in guidance found in various prior accounting pronouncements. SFAS 157 will be effective for the Company on January 1, 2008. The Company is currently evaluating the impact of adopting SFAS 157 on its financial position, cash flows, and results of operations.

SFAS No. 154

In May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections” (“SFAS No. 154”), which eliminates the requirement of APB Opinion No. 20, “Accounting Changes,” to include the cumulative effect adjustment resulting from a change in an accounting principle in the income statement in the period of change. SFAS No. 154 requires that a change in an accounting principle or reporting entity be retrospectively applied. Retrospective application requires that the cumulative effect of the change is reflected in the carrying value of assets and liabilities as of the first period presented and the offsetting adjustments are recorded to opening retained earnings. Each period presented is adjusted to reflect the period-specific effects of applying the change. Changes in accounting estimate and corrections of errors continue to be accounted for in the same manner as prior to the issuance of SFAS No. 154. SFAS No. 154 is effective for accounting changes and corrections of errors made beginning January 1, 2006. The Company’s adoption of the provisions of SFAS No. 154 did not have any effect on its consolidated financial statements.

SAB No. 108

In September 2006, the SEC issued SAB No. 108 which addresses how the effects of prior-year uncorrected misstatements should be considered when quantifying misstatements in current-year financial statements. SAB No. 108 requires companies to quantify misstatements using both the balance-sheet and income-statement approaches and to evaluate whether either approach results in quantifying an error that is material in light of relevant quantitative and qualitative factors. Upon initial adoption, if the effect of the

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misstatement is determined to be material, SAB No. 108 allows companies to record that effect as a cumulative-effect adjustment to beginning of year retained earnings. SAB No. 108 is effective for the first fiscal year ending after November 15, 2006. The Company adopted the provisions of SAB No. 108 as of December 31, 2006. The Company’s adoption of SAB No. 108 as of December 31, 2006 did not have a material impact on its consolidated financial statements.

Reclassifications

Certain amounts in the December 31, 2005 and 2004 consolidated financial statements have been reclassified to conform to the December 31, 2006 presentation. These reclassifications had no effect on the previously reported net income.

3.RECEIVABLES

Accounts receivable consist of the following (in thousands):

	December 31,
	2006			2005
Casino	$	9,972		$	12,173
Hotel	8,014			8,470
Other	1,487			3,593
	19,473			24,236
Allowance for doubtful accounts	(6,556		)	(4,443		)
Receivables, net	$	12,917		$	19,793

4.PROPERTY AND EQUIPMENT

Property and equipment and the related accumulated depreciation consist of the following (in thousands):

	December 31,
	2006			2005
Land	$	97,979		$	97,979
Building and improvements	367,663			367,234
Furniture, fixtures and equipment	36,444			34,194
Construction in progress	72,044			14,685
	574,130			514,092
Accumulated depreciation	(50,076		)	(28,346		)
Property and equipment, net	$	524,054		$	485,746

Of the $98.0 million in land value, $29.5 million has been allocated to the Timeshare Parcel.

Depreciation expense was approximately $21.7 million, $22.3 million and $7.4 million for the years ended December 31, 2006 and 2005 and the period from September 1, 2004 (Date of OpBiz acquisition) through December 31, 2004, respectively.

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5.ACCRUED EXPENSES

Accrued expenses consist of the following (in thousands):

	December 31,
	2006		2005
Accrued slot club points	$	1,608	$	1,688
Accrued accounts payable	667		1,314
Accrued progressive reserve	903		731
Accrued utilities	513		477
Accrued legal fees	571		462
Accrued slot participation fees	314		440
Accrued commissions	275		289
Accrued Central Utility Plant charges	286		271
Accrued advertising	125		226
Accrued CIP payable	—		—
Other accrued expenses	1,008		285
Accrued expenses	$	6,2707,519	$	6,183

6.OTHER CURRENT LIABILITIES

Other current liabilities consist of the following (in thousands):

	December 31,
	2006		2005
Outstanding chips	$	1,714	$	1,981
Advance ticket sales	—		1,439
Gaming and related	919		1,276
Advance commissions	1,063		880
Advances—sale of timeshare land	1,575		—
Warrant redemption	1,610		—
Other	638		583
Other current liabilities	$7,519		$	6,159

7.LONG-TERM DEBT

Long-term debt consists of the following (in thousands):

	December 31,
	2006			2005
$820 million Loan Agreement	$	759,670		$	—
Term Loan A—$500 million senior notes, net of unamortized discount of $25,632 at December 31, 2005	—			460,293
Term Loan B—$10 million senior notes	—			10,985
Mezzanine senior secured subordinated notes, net of unamortized discount of $3,880 at December 31, 2005	—			103,956
Northwind Aladdin obligation under capital lease	30,907			32,314
Total long-term debt	790,577			607,548
Current portion of long-term debt	(1,592		)	(2,671		)
Total long-term debt, net	$	788,985		$	604,877

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Loan Agreement

On November 30, 2006, OpBiz and PH Fee Owner entered into the Loan Agreement  (the “Loan Agreement”) with Column Financial, Inc. for a mortgage Loan in the principal amount of up to $820 million. The Loan Agreement provides for an initial disbursement in the amount of $759.7 million and a Future Funding in the amount of up to $60.3 million. The Loan Agreement is secured by a deed of trust on the PH Resort, a deed of trust on the Timeshare Parcel, and a pledge, subject to approval by the Nevada gaming authorities by MezzCo of its membership interest in OpBiz (as described below).

The term of the Loan is twenty four months with three one year extension options subject to payment of a fee and the Borrower’s compliance with the requirements for an extension outlined in the Loan Agreement. Interest on the Loan is payable monthly and accrues at a rate of LIBOR plus 3.25% (8.60% at December 31, 2006) with a .25% ticking fee on available but un-advanced Future Funding. The Loan Agreement does not require amortization during the initial term or, provided certain EBITDA thresholds are met, during the extension periods. The Loan Agreement requires that the Borrower establish and maintain certain reserves including a reserve for completion of the renovation project as currently budgeted, a reserve for projected interest shortfalls, a reserve for payment of property taxes and insurance and a reserve for on-going furniture, fixture and equipment purchases or property improvements. The Loan Agreement restricts the Borrower’s ability to spend excess cash flow until certain debt service coverage ratios are met.

In connection with the Loan Agreement, we have, using the proceeds from the Loan, repaid in full all amounts outstanding under the Credit Agreement, dated August 31, 2004, among OpBiz, the lenders named therein (the “Lenders”) and The Bank of New York, Asset Solution Division (the “Senior Agent”). Pursuant to the terms of the Credit Agreement, upon repayment of all amounts due, the warrant to purchase 2.5% of the equity in EquityCo issued to the Lenders at the closing of the Credit Agreement became exercisable. The number of outstanding warrants has been imputed as one million using the equity value on the date the warrants were issued. The Company has entered into an agreement with the Lenders to compensate the holders of any unexercised warrants upon the expiration of the exercise period at a cost of $1.61 per warrant. The exercise period expired with no warrant holders electing to exercise. Accordingly, the Company has recorded the value of the warrants as $1.6 million in the accompanying consolidated balance sheets.

In addition, in order to permit the Lender to foreclose on the Hotel and Casino separately and to allow OpBiz to continue to operate the casino after such a foreclosure (should the Lender choose to do so), title to the real property comprising the Hotel and Casino (the “Property”) was transferred from OpBiz to PH Fee Owner. OpBiz and PH Fee Owner then entered into a lease pursuant to which OpBiz agreed to continue to operate the Hotel in the manner it had been and to pay monthly rent of approximately $916,000. OpBiz and PH Fee Owner also entered into a lease pursuant to which OpBiz agreed to continue to operate the Casino in the manner it had been and to pay monthly rent of approximately $1,160,000.

In connection with the Loan, the Lender required that Trophy Hunter Investments, Ltd., Bay Harbour 90-1, Ltd. and Bay Harbour Master Ltd., which are affiliates of Bay Harbour Management, execute and deliver a certain Guaranty (as described below). In exchange for Trophy Hunter Investments, Ltd. and Bay Harbour Master Ltd. (the “Guarantors”) executing the Guaranty, OpBiz and PH Fee Owner agreed to pay to Trophy Hunter Investments, Ltd. and Bay Harbour Master Ltd. a fee equal to $1,500,000 per year. The fee is accrued and only payable once OpBiz hits certain debt service coverage ratios defined in the Loan Agreement.

In connection with the Loan, the Guarantors entered into a Guaranty, dated November 30, 2006 (the “Guaranty”), pursuant to which the Guarantors agreed to indemnify the Lender against losses related to certain prohibited actions of the Borrower and guarantied full repayment of the Loan in the case of a

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voluntary or collusive bankruptcy of the Borrower, a transfer of the Property or interests in the Borrower in violation of the Loan Agreement and if the Borrower fails to maintain its status as a bankruptcy remote entity and as a result sees its assets consolidated with those of an affiliate in a bankruptcy. The liability of the Guarantors is capped at $15,000,000 per entity and $30,000,000 in the aggregate, however this cap does not apply to (i) liability arising from events, acts or circumstances actually committed or brought about by the willful acts of any of the Guarantors and (ii) the extent of any benefit received by any of the Guarantors as a result of the acts giving rise to the liability under the Guaranty. Each of Douglas Teitelbaum and Robert Earl executed and delivered guaranties substantially the same as that delivered by the Guarantors, however the liability of each of them was limited to (i) liability arising from events, acts or circumstances actually committed or brought about by willful acts by him and (ii) the extent of any benefit received by him as a result of the acts giving rise to the liability under the Guaranty.

In connection with the Loan, the Guarantors and Robert Earl executed and delivered a Completion Guaranty, dated November 30, 2006, pursuant to which they jointly and severally guarantied the completion of the renovation of the Property and payment of all costs associated therewith. The liability under the Completion Guaranty is capped at the greater of (a) $35,000,000 and (b) only in the case that cost overruns for the renovation exceed $15,000,000, 24% of the then unpaid costs of the completion of the renovation.

In addition, in connection with the Loan Agreement, we effected a refinancing of the Securities Purchase Agreement, dated August 9, 2004, among MezzCo and the Investors, pursuant to which MezzCo issued to the Investors (i) 16% senior subordinated secured Notes in the original aggregate principal amount of $87 million, and (ii) Warrants for the purchase (subject to certain adjustments as provided for therein) of membership interests of MezzCo, representing 17.5% of its fully diluted equity. Loan proceeds were used to redeem in full the Notes.

In connection with the refinancing of the Securities Purchase Agreement and redemption of the Notes, the Restructuring Parties entered into the Restructuring Agreement, dated November 30, 2006, pursuant to which the Restructuring Parties terminated in full the Securities Purchase Agreement, the Subordination Agreement, dated as of August 31, 2004, among MezzCo, OpBiz, the Senior Agent and the Investors, the Pledge Agreement, dated August 9, 2006, among MezzCo and the Collateral Agent, and the Guaranty, dated August 9, 2004, made by OpBiz to the Investors, and amended certain other existing agreements, as described below.

In accordance with the terms of the Restructuring Agreement, the Investors and EquityCo, MezzCo and OpBiz entered into a Release, Consent and Waiver Agreement, pursuant to which the Investors (i) released OpBiz from its guaranteed obligations, under that certain Guaranty Agreement, dated as of August 9, 2004 and executed by OpBiz in favor of the Investors and the collateral agent; (ii) released MezzCo from its pledge of the collateral, under that certain Pledge Agreement, dated as of August 9, 2004, and executed by MezzCo in favor of the collateral agent, the Investors released their security interest, as defined in that certain Security Agreement, as amended by that certain Amendment to Security Agreement, in each case dated as of August 9, 2004 and executed by the Company in favor of the collateral agent; (iii) released and terminated the Deed of Trust, dated as of August 9, 2004 and executed by MezzCo in favor of the Trustee (as defined therein) for the benefit of the collateral agent; (iv) released and terminated the Investors’ security interest in the securities account, provided for that certain Securities Account Control Agreement, dated as of August 9, 2004 and executed by the Company, the collateral agent and Wells Fargo Bank, N.A.

Additionally, MezzCo, EquityCo, and the Investors entered into an Amended and Restated Investor Rights Agreement, dated November 30, 2006 (the “A&R Investor Rights Agreement”), to amend and restate the original Investor Rights Agreements among the parties thereto, dated August 9, 2004.

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Pursuant to the Restructuring Agreement, the Restructuring Parties agreed to amend the Warrants by issuing Amended and Restated Warrants to Purchase Membership Interests of MezzCo (the “A&R Warrants”) to the Investors upon approval by the Nevada gaming authorities. The A&R Warrants will be exercisable at any time, subject to the approval of the Nevada gaming authorities, at a purchase price of $0.01 per unit. Subject to the approval of the Nevada gaming authorities, the warrants may be exercised to purchase either voting or non-voting membership interests of MezzCo or a combination thereof through the expiration date of December 9, 2012. In addition to customary anti-dilution protections, the number of units representing MezzCo membership interests issuable upon exercise of the A&R Warrants may be increased from time to time upon the occurrence of certain events as described in the A&R Warrants. Holders of the A&R Warrants  and any securities issued upon exercise thereof may require MezzCo to redeem such securities commencing on December 9, 2011 at a redemption price based upon a formula set forth in the A&R Warrants. These rights expire upon completion of a public offering by MezzCo or OpBiz.

In connection with the Restructuring Agreement, EquityCo entered into a Guaranty Agreement, dated November 30, 2006 (the “Guaranty Agreement”), in favor of the Investors and the Collateral Agent, pursuant to which EquityCo has guaranteed the obligation of MezzCo to pay the redemption price under the A&R Warrants prior to expiration and any indebtedness arising under the Put Note (as defined in the A&R Warrants).

EquityCo and the Collateral Agent also entered into a Pledge Agreement, dated November 30, 2006 (the “Pledge Agreement”), pursuant to which EquityCo has, subject to approval of the Nevada gaming authorities, pledged and granted a first priority security interest to the Collateral Agent for the ratable benefit of the Investors in the membership interests of EquityCo in MezzCo. The Pledge Agreement, once approved, will secure the full payment of the Put Right (as defined in the A&R Warrants), including any obligations under the Put Note.

On November 30, 2006, we entered into an Indemnification Agreement with the Investors, pursuant to which we agreed to indemnify the Investors for any losses caused by (i) lack of gaming approvals for the issuance of the A&R Warrants, (ii) lack of gaming approval for the granting of a lien by EquityCo in the equity interests in MezzCo, as described in the Pledge Agreement, and (iii) the inability of the Investors to exercise the Warrants until July 1, 2007.

Energy Services Agreement

Northwind Aladdin (“Northwind”), a third party, owns and operates a central utility plant on land leased from OpBiz. The plant supplies hot and cold water and emergency power to the Aladdin under a contract between Aladdin Gaming and Northwind. OpBiz has assumed the energy service agreement, which expires in 2018. Under the agreement, OpBiz is required to pay Northwind a monthly consumption charge, a monthly operational charge, a monthly debt service payment and a monthly return on equity payment. Payments under the Northwind agreement total approximately $0.4 million per month.

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Scheduled Maturities of Long-Term Debt

Scheduled maturities of BH/RE’s long-term debt are as follows (in thousands):

Years ending December 31,
2007	$	1,592
2008	761,455
2009	2,001
2010	2,243
2011	2,515
Thereafter	20,771
Total	$	790,577

Fair Value of Long-Term Debt

The estimated fair value of BH/RE’s long-term debt at December 31, 2006 approximates the carrying value of $790.6 million. The estimated fair value of BH/RE’s long-term debt at December 31, 2005 was approximately $632.2 million, compared to the carrying value of approximately $607.5 million, based on the quoted market price of the Term Loan A notes.

Loss on Early Extinguishment of Debt

In connection with the repayment of all amounts due under the Credit Agreement and the Notes issued under the Securities Purchase Agreement with the proceeds of the Loan Agreement effective November 30, 2006, the Company recorded a loss on early extinguishment of debt of $60.2 million which is comprised of the unamortized balance of the original issue discount recorded in connection with the Credit Agreement of $20.6 million, an exit fee payable to the lenders under the Credit Agreement of $3.7 million, a call premium on the Notes of $26.8 million and the write-off of previously deferred debt issuance costs and warrant amortization of $9.1 million.

8.MEMBERSHIP INTERESTS

The non-voting interests in BH/RE are owned 40.75% by BHCH I, 18.50% by BHCH II and 40.75% by OCS and the voting interests are owned 50% by Douglas P. Teitelbaum and 50% by Robert Earl. BHCH is controlled by Mr. Teitelbaum, managing principal of Bay Harbour Management, an investment management firm. BHCH was formed by Mr. Teitelbaum for the purpose of holding investments in BH/RE by funds managed by Bay Harbour Management. OCS is wholly-owned and controlled by Mr. Earl and holds Mr. Earl’s investment in BH/RE. Mr. Earl is the founder, chairman and chief executive officer of Planet Hollywood and Mr. Teitelbaum is a director of Planet Hollywood. Collectively, Mr. Earl, a trust for the benefit of Mr. Earl’s children and affiliates of Bay Harbour Management, own substantially all of the equity of Planet Hollywood.

BH/RE owns 85% of the membership interests in EquityCo and Starwood owns 15%. OpBiz is a wholly owned subsidiary of EquityCo. BH/RE and Starwood made total equity contributions of $20 million each in EquityCo to fund the costs of the planned renovations to the Aladdin. Starwood’s equity interest in EquityCo is reflected as minority interest in the accompanying consolidated financial statements.

BH/RE has the option to purchase all of Starwood’s membership interests in EquityCo if OpBiz is entitled to terminate the hotel management contract between OpBiz and Sheraton (see Note 9) as a result of a breach by Sheraton. Starwood can require EquityCo to purchase all of its membership interests in EquityCo if the hotel management contract is terminated for any reason other than in accordance with its terms or as the result of a breach by Sheraton. In addition, BH/RE and Starwood entered into a registration rights agreement with respect to their membership interests in EquityCo.

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9.RELATED PARTY TRANSACTIONS

Due to Affiliates

Since its formation, certain members or affiliates of BH/RE have paid expenses totaling approximately $20.0 million related to the Aladdin acquisition and funded deposits under the purchase agreement on behalf of BH/RE and its subsidiaries. On September 1, 2004, $4.25 million of advances from each of BHCH and OCS, which were used to fund the deposit required under the purchase agreement, were contributed to BH/RE as capital. Additionally, on September 1, 2004, the advances made by BHCH and Planet Hollywood to pay transaction fees and deposits were repaid.

Mr. Jess Ravich

Jess Ravich, a former manager of OpBiz, is CEO and indirect controlling shareholder of Libra Securities, LLC, an investment banking firm (“Libra Securities”). Libra Securities acted as placement agent for MezzCo, L.L.C. in the placement of the Mezzanine Financing and was paid a placement fee of $4,350,000.

Mr.  Ravich holds a note convertible into 25% of the equity in PDS Gaming, a leasing and finance company specializing in gaming equipment. Conversion of the note is subject to approval of appropriate gaming regulators in the jurisdictions in which PDS Gaming does business. PDS Gaming entered into a gaming equipment lease with OpBiz on December 22, 2004, for a 48 month term with payments of approximately $159,200 per month. Libra Securities raised financing for PDS Gaming to allow it to purchase the equipment underlying the lease and received a placement fee for its services.

Planet Hollywood Licensing Agreement

OpBiz, Planet Hollywood and certain of Planet Hollywood’s subsidiaries have entered into a licensing agreement pursuant to which OpBiz received a non-exclusive, irrevocable license to use various “Planet Hollywood” trademarks and service marks. Under the licensing agreement, OpBiz also has the right, but not the obligation, to open a Planet Hollywood restaurant and one or more Planet Hollywood retail shops under a  separate restaurant agreement with Planet Hollywood. OpBiz will pay Planet Hollywood a quarterly licensing fee of 1.75% of OpBiz’s non-casino revenues. If OpBiz opens an attraction with paid admission using the Planet Hollywood marks or memorabilia prior to beginning operations as the PH Resort, it will pay Planet Hollywood a quarterly licensing fee of 1.75% of the revenues of the attraction until OpBiz begins operating as the PH Resort. The initial term of the licensing agreement will expire in 2028. OpBiz can renew the licensing agreement for three successive 10-year terms. As of December 31, 2006, no licensing fees have been paid to Planet Hollywood for the use of its trademarks and service marks.

In addition to being a manager of BH/RE, Mr. Earl is the chief executive officer and chairman of the board of directors of Planet Hollywood. Similarly, Mr. Teitelbaum is a manager of BH/RE and a director of Planet Hollywood. Together, Mr. Earl, a trust for the benefit of Mr. Earl’s children and affiliates of Bay Harbour Management, own substantially all of the equity of Planet Hollywood. Mr. Earl disclaims beneficial ownership of any equity of Planet Hollywood owned by the trust.

Sheraton Hotel Management Contract

OpBiz and Sheraton have entered into a management contract pursuant to which Sheraton provides hotel management services to OpBiz, assists OpBiz in the management, operation and promotion of the Hotel and permits OpBiz to use the Sheraton brand and trademarks in the promotion of the Hotel. OpBiz pays Sheraton a monthly fee of 4% of gross hotel revenue and certain food and beverage outlet revenues and 2% of rental income from third-party leases in the hotel. The management contract has a 20-year term commencing on the completion of the Aladdin acquisition and is subject to certain termination provisions

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by either OpBiz or Sheraton. Sheraton is a wholly owned subsidiary of Starwood, which has a 15% equity interest in EquityCo and has the right to appoint two members to the EquityCo board of managers. Management fees paid to Starwood totaled approximately $9.9 million, $10.8 million and $2.5 million for the years ended December 31, 2006, 2005 and 2004, respectively. No such fees were incurred prior to 2004.

Planet Hollywood (LV) LLC Lease Agreement

OpBiz and Planet Hollywood (LV) LLC (“Planet Hollywood LV”) have entered into a lease agreement pursuant to which Planet Hollywood LV, as tenant, will operate a new concept it has developed for an upscale 24-hour diner named “Planet Dailies” within approximately 11,500 square feet of space located on the premises owned by OpBiz. Planet Hollywood LV will pay OpBiz base rent in the amount of $500,000 per year (subject to annual increase adjustments), in addition to percentage rent of up to 12% based on annual gross sales (to the extent such percentage rent exceeds base rent), following commencement of its business operations in the leased space. The initial term of the lease agreement will expire in 2017. Planet Hollywood LV can renew the lease agreement for two successive 5-year terms. As of December 31, 2006, no rent has been paid to OpBiz because Planet Hollywood LV has not yet commenced its business operations in the leased space. The Company believes that the provisions of this lease agreement reflect arm’s length market terms and that it is comparable to other lease agreements OpBiz has entered into with third-party restaurant operators.

Planet Hollywood LV is wholly owned by, and a subsidiary of, Planet Hollywood International, Inc. Together, Mr. Earl, a trust for the benefit of Mr. Earl’s children and affiliates of Bay Harbour Management, own substantially all of the equity of Planet Hollywood International, Inc. Mr. Earl disclaims beneficial ownership of any equity of Planet Hollywood International Inc. owned by the trust.

Earl of Sandwich (Las Vegas), LLC Lease Agreement

OpBiz and Earl of Sandwich (Las Vegas), LLC (“Earl of Sandwich”) have entered into a lease agreement pursuant to which Earl of Sandwich, as tenant, will operate a restaurant named “Earl of Sandwich” within approximately 3,030 square feet of space located on the premises owned by OpBiz. Earl of Sandwich will pay OpBiz base rent in the amount of $161,600 per year (subject to annual increase adjustments), in addition to percentage rent of up to 12% based on annual gross sales (to the extent such percentage rent exceeds base rent), following commencement of its business operations in the leased space. The initial term of the lease agreement will expire in 2017. Earl of Sandwich can renew the lease agreement for two successive 5-year terms. As of December 31, 2006, no rent has been paid to OpBiz because Earl of Sandwich has not yet commenced its business operations in the leased space. The Company believes that the provisions of this lease agreement reflect arm’s length market terms and that it is comparable to other lease agreements OpBiz has entered into with third-party restaurant operators.

Earl of Sandwich is wholly and indirectly owned by a trust for the benefit of Mr. Earl’s children. Mr. Earl disclaims beneficial ownership of any equity of Earl of Sandwich owned by the trust.

Guaranty Agreement

In connection with the Loan, the Lender required that Trophy Hunter Investments, Ltd., Bay Harbour 90-1, Ltd. and Bay Harbour Master Ltd., which are affiliates of Bay Harbour Management, execute and deliver a certain Guaranty (see Note 7.—Long-Term Debt). In exchange for executing the Guaranty, OpBiz and PH Fee Owner agreed to pay Trophy Hunter Investments, Ltd. and Bay Harbour Master Ltd. a fee equal to $1,500,000 per year. The fee is accrued and only payable once OpBiz hits certain debt service coverage ratios defined in the Loan Agreement.

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10.INCOME TAXES

The consolidated financial statements include the operations of BH/RE and its majority-owned subsidiaries: EquityCo, MezzCo, OpBiz, PH Mezz II, PH Mezz I, PH Fee Owner and TSP Owner. BH/RE and EquityCo are limited liability companies and are taxed as partnerships for federal income tax purposes. However, MezzCo has elected to be taxed as a corporation for federal income tax purposes. OpBiz and PH Mezz II,  wholly-owned subsidiaries of MezzCo, will be treated as a divisions of MezzCo for federal income tax purposes, and accordingly, will also be subject to federal income taxes. Additionally, PH Mezz I, a wholly-owned subsidiary of PH Mezz II, PH Fee Owner, a wholly owned subsidiary of PH Mezz I and TSP Owner, a wholly owned subsidiary of PH Fee Owner will also be treated as divisions of MezzCo for federal income tax purposes and, accordingly, will also be subject to federal income taxes.

MezzCo, OpBiz, PH Mezz II, PH Mezz I, PH Fee Owner and TSP Owner(collectively referred to as MezzCo hereafter) account for income taxes in accordance with SFAS No. 109, “Accounting for Income Taxes”. SFAS 109 requires the recognition of deferred income tax assets, net of applicable reserves, related to net operating loss carryforwards and certain temporary differences. The standard requires recognition of a future tax benefit to the extent that realization of such benefit is more likely than not. Otherwise, a valuation allowance is applied.

Management believes it is more likely than not that its net deferred tax asset will not be realized and has therefore recorded a valuation allowance against this net deferred tax asset.

The payable in-kind interest associated with the Mezzanine Financing is subject to the provisions of Internal Revenue Code Section 163(e)(5) as a high yield debt obligation with disqualified OID. As a result, a portion of the interest expense associated with the Mezzanine Financing is permanently non-deductible for tax purposes and the balance of the interest expense is only deductible when paid in cash. The deferred tax asset associated with the Mezzanine Financing was realized as a deduction in 2006. However, because the Company remains in a net operating loss position, the realization of the deduction merely increased the deferred tax asset for net operating loss carryforward.

The income tax provision from continuing operations consists of the following (amounts in thousands):

	December 31,
	2006			2005
Current		$	—	$	149
Deferred				(134		)
Total income tax provision		$	—	$	15

The income tax provision differs from that computed at the federal statutory corporate tax rate as follows (amounts in thousands):

	December 31,
	2006						2005
	Amount			Percent			Amount			Percent
Pre-tax loss at U.S. statutory rate	$	(33,487	)		35.0	%	$	(10,451	)		35.0	%
Tax attributable to pass-through entities	(5,914		)		6.2		1,844				(6.2	)
Non-deductible interest expense	(26		)		0.0		2,388				(8.0	)
Tax credits, net of current addback	(454		)		0.5		(340		)		1.1
Other	(743		)		0.7		103				(0.1	)
Valuation allowance	40,624				(42.4	)	6,471				(21.9	)
Effective tax rate	$	—			(0.0	)%	$	15			(0.1	)%

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The tax effects of significant temporary differences representing net deferred tax assets and liabilities are as follows (amounts in thousands):

	December 31,
	2006			2005
Deferred tax assets:
NOL carryforward	$	51,570		$	5,322
Mezzanine interest OID	—			4,376
Accruals	2,025			1,953
Construction Retention	1,228			1,953
Reserves for doubtful accounts	2,431			1,555
Amortization	1,160			1,175
Tax credits	1,051			835
Other	1,255			1,851
Depreciation	—			—
Total deferred tax assets	$	60,720		$	17,067
Deferred tax liabilities:
Depreciation	$	8,691		$	6,646
Prepaid expenses	2,839			1,720
Total deferred tax liabilities	$	11,530		$	8,366
Valuation allowance	(49,190		)	(8,567		)
Net deferred tax assets and liabilities	$	—		$	134

MezzCo has a valuation allowance at December 31, 2006 and 2005 recorded against tax benefits that are more likely than not unrealizable. As of December 31, 2006, MezzCo has federal net operating losses of $147,180,060 which begin to expire after 2024. MezzCo has general business credit carryforwards at December 31, 2006 of $1,036,000 which begin to expire after 2024 and a minimum tax credit carryforward of $15,000. The net deferred tax asset of $134,000 at December 31, 2005 represents recoverable taxes paid in a carryback period.

11.COMMITMENTS AND CONTINGENCIES

Litigation

In the normal course of business, BH/RE is subject to various litigation, claims and assessments. The Company is not currently a party to any material litigation and, it is not aware of any action, suit or proceedings against it that has been threatened by any person.

Employment Agreements

The Company has entered into various employment agreements, as amended, with several executives. The employment agreements have initial terms of two to five years. The employment agreements provide that the executives will receive a base salary with either mandatory increases or annual adjustments and annual bonus payments. In addition, depending on the terms of the employment agreements, these executives are entitled to options to purchase between 0.2% and 3% of the equity of MezzCo (see Note 2).

Leases

OpBiz leases certain real property, furniture and equipment. The leases are accounted for as operating or capital leases in accordance with SFAS No. 13, “Accounting for Leases.”

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At December 31, 2006, aggregate minimum rental commitments under noncancelable operating leases and capital leases with initial or remaining terms of one year or more consisted of the following (in thousands):

	Operating Leases			Capital Leases
Years ending December 31,
2007		$	2,103	$	4,973
2008		1,867		4,962
2009		193		4,964
2010		147		4,965
2011		4		4,966
Thereafter		—		28,575
Total minimum lease payments		$	4,314	$	53,405
Less: Amounts representing interest				(22,498		)
Total obligations under capital leases				30,907
Less: Amounts due within one year				(1,592		)
Amounts due after one year				$	29,315

The current and long-term obligations under capital leases are included in “Current portion of long-term debt” and “Long-term debt, less current portion,” respectively, in the accompanying consolidated balance sheets. Rental expense amounted to approximately $2.8 million, $3.4 million and $0.4 million for the years ended December 31, 2006, 2005 and 2004, respectively.

Timeshare Purchase Agreement

On December 10, 2004, OpBiz entered into a Timeshare Purchase Agreement with Westgate Resorts, LTD. (“Westgate”), a Florida limited partnership, whereby OpBiz has agreed to sell approximately 4 acres of land adjacent to the Aladdin to Westgate, who plans to develop, market, manage and sell timeshare units on the land. The land value recorded by OpBiz in its financial statements of $29.5 million was based on an independent appraisal. The purchase price for the land will be paid by Westgate in the form of fees based on annual sales of timeshare units. The Timeshare Purchase Agreement remains in effect but the deed to the land has not been transferred as requisite conditions to consummate the sale have not been completed by Westgate. To complete the deed transfer, Westgate must obtain financing and obtain all required approvals from regulatory agencies. Accordingly, no gain or loss on the sale of the land has been recorded in the Company’s financial statements. Advances received by Westgate against the purchase price of the land have been recorded as advances in the current liabilities in the accompanying financial statements until such time as the transfer is complete and the sale is finalized.

Theater Lease

On December 16, 2004, OpBiz entered into a long-term lease agreement whereby CC Entertainment Theatrical-LV, LLC, successor-in-interest to SFX Entertainment, Inc. pursuant to an assignment dated September 26, 2005 (“CCE”) will be renovating and leasing certain theaters and related areas located at the Aladdin. CCE will have the exclusive right to use, reconfigure, adapt, change and operate the leased premises.

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12.EMPLOYEE BENEFIT PLANS

401K Plan

OpBiz has a retirement savings plan under Section 401(k) of the Internal Revenue Code covering its employees, which it assumed from Aladdin Gaming on September 1, 2004. The plan allows employees to defer, within prescribed limits, up to 15% of their income on a pre-tax basis through contributions to the plan. OpBiz currently matches, within prescribed limits, 50% of all employees’ contributions up to 6% of their individual earnings on an annual basis. The amount of the company match paid to the eligible plan participants was approximately $0.9 million for the year ended December 31, 2006 and $1.1 million for each of the years ended December 31, 2005 and 2004.

Health Insurance Plan and Self-Funded Employee Health Care Insurance Program

OpBiz maintains a qualified employee health insurance plan covering all employees who work in a full-time capacity. The plan, which is self-funded by OpBiz with respect to claims below a certain maximum amount, requires contributions from eligible employees and their dependents.

OpBiz’s employee health care benefits program is self-funded up to a maximum amount per claim. Claims in excess of this maximum amount are fully insured through a stop-loss insurance policy. Accruals are based on claims filed and estimates of claims incurred but not reported.

At December 31, 2006 and 2005, OpBiz’s estimated liabilities for all unpaid and incurred but not reported claims totaled approximately $2.4 million and $2.7 million respectively.

13.SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

	Net revenues		Operating income (loss)				Pre-tax income (loss)				Net income (loss)
	(In thousands)
Year ended December 31, 2006:
First Quarter	$	73,481		$	8,213			$	(5,458	)		$	(5,458	)
Second Quarter	68,503			2,743				(8,953		)		(8,953		)
Third Quarter	63,931			(633		)		(12,570		)		(12,570		)
Fourth Quarter	61,197			530				(68,695		)		(68,695		)
Year ended December 31, 2005:
First Quarter	$	79,219		$	14,054			$	356			$	356
Second Quarter	75,373			6,448				(6,139		)		(7,105		)
Third Quarter	74,373			4,978				(7,971		)		(7,053		)
Fourth Quarter	77,293			(3,824		)		(16,107		)		(16,074		)

14.   SUBSEQUENT EVENT (UNAUDITED)

Upon repayment of all amounts due under the Credit Agreement with the proceeds of the Loan, the warrant to purchase 2.5% of the equity in EquityCo issued to the Lenders at the closing of the Credit Agreement became exercisable. The number of outstanding warrants has been imputed as one million using the equity value on the date the warrants were issued. On March 14, 2007, the Company entered into a letter agreement with the Lenders to compensate the holders of any unexercised warrants upon the expiration of the exercise period but in any event, no later than March 30, 2007 at a cost of $1.61 per warrant. The exercise period expired on March 21, 2007 with no warrant holders electing to exercise and the Company made the payment to the Lenders on March 30, 2007. Accordingly, the Company has recorded the value of the warrants as $1.6 million which is included in other current liabilities in the accompanying consolidated balance sheets.

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ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.CONTROLS AND PROCEDURES

BH/RE’s management evaluated, with the participation of BH/RE’s principal executive and principal financial officers, the effectiveness of BH/RE’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of December 31, 2006. Based on their evaluation, BH/RE’s principal executive and principal financial officers concluded that our disclosure controls and procedures were effective as of December 31, 2006.

There has been no change in BH/RE’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during BH/RE’s fiscal quarter ended December 31, 2006, that has materially affected, or is reasonably likely to materially affect, BH/RE’s internal control over financial reporting.

ITEM 9B.OTHER INFORMATION

None.

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PART III

ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The members of the board of managers and executive officers of BH/RE and its subsidiaries are as follows:

Name	Age		Position
Robert Earl		55	Manager of BH/RE and EquityCo, Co-Chairman of OpBiz
Douglas P. Teitelbaum		41	Manager of BH/RE and EquityCo, Co-Chairman of OpBiz
Michael V. Mecca		58	President and Chief Executive Officer of BH/RE and OpBiz
Donna Lehmann		37	Chief Financial Officer of OpBiz and Treasurer of BH/RE
Mark S. Helm		36	Senior Vice President, General Counsel and Secretary of OpBiz
Darby Davies		56	Senior Vice President of Casino Marketing of OpBiz
William Feather		45	Executive Vice President of Hotel and Food and Beverage of OpBiz
Michael A. Belletire		60	Manager of OpBiz
Eugene I. Davis		52	Manager of OpBiz
Thomas M. Smith		54	Manager of EquityCo and OpBiz

Robert Earl.   Mr. Earl has been a manager of BH/RE since its formation in March 2003. Mr. Earl has over 30 years experience in the restaurant industry. Mr. Earl is the founder of Planet Hollywood and has been the chief executive officer and a member of the board of directors of Planet Hollywood and its predecessors since 1991. In November 1998, Mr. Earl was elected chairman of the board of directors of Planet Hollywood. Planet Hollywood filed voluntary petitions for relief under the Bankruptcy Code in October 1999 and October 2001.

Douglas P. Teitelbaum.   Mr. Teitelbaum has been a manager of BH/RE since its formation in March 2003. Mr. Teitelbaum is the co-owner and a managing principal of Bay Harbour Management, an SEC-registered investment management firm focusing on investments in distressed securities, as well as acquiring and restructuring distressed companies. Mr. Teitelbaum joined Bay Harbour Management in 1996 as a principal and co-portfolio manager. Prior to joining Bay Harbour Management, Mr. Teitelbaum was a managing director at Bear, Stearns & Co. Inc. in the high yield and distressed securities department. Mr. Teitelbaum currently serves on the board of directors of Planet Hollywood, Telcove and the American Jewish Congress.

Michael V. Mecca.   Mr. Mecca was appointed president and chief executive officer of BH/RE on March 6, 2006 and has been president and chief executive officer of OpBiz since May 2003. Mr. Mecca has over 30 years of experience in the hotel and gaming industries, including 13 years in various management positions with the predecessor to Caesars Entertainment, Inc. From April 2001 to April 2003, he was the vice president and general manager of Green Valley Ranch Resort Casino in Henderson, Nevada. From February 1999 to April 2001, Mr. Mecca served as the chief operating officer of Greektown Casino in Detroit, Michigan. From December 1997 to January 1999, Mr. Mecca held the positions of chief operating officer of Ramparts International and vice president and general manager of Mandalay Bay Resort & Casino in Las Vegas, Nevada. From March 1994 to December 1997, Mr. Mecca managed the development of the Crown Casino in Melbourne, Australia, one of the largest casinos in the world.

Donna Lehmann.   Ms. Lehmann has been the chief financial officer of OpBiz and treasurer of BH/RE since the purchase of the Aladdin on September 1, 2004. She was the vice president of finance for Aladdin Gaming, LLC from July 2001 until August 31, 2004. Prior to joining the Aladdin, Ms. Lehmann held several progressive positions ending with Controller at Showboat Operating Company from November 1993 through January 1998 and was Controller for Ethel M. Chocolates (a subsidiary of M&M Mars, Inc.) from June 2000 until July 2001. She was a senior auditor with Arthur Andersen LLP from January 1998 to June 2000 and is a Certified Public Accountant in Nevada.

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Mark S. Helm.   Mr. Helm has been the senior vice president, general counsel and secretary of OpBiz since November 2004. Prior to joining OpBiz, Mr. Helm was in-house counsel for Planet Hollywood and its subsidiaries from 1995 until October of 2004 and served as vice president, general counsel and secretary of Planet Hollywood from January 2000 until October of 2004. Mr. Helm is a member of the Florida Bar and maintains an In-House Counsel designation with the Nevada Bar.

Darby Davies.   Ms. Davies has served as senior vice president, casino marketing of OpBiz since January 2, 2006. Ms. Davies has over 32 years of experience in the gaming industry. Prior to joining OpBiz, Ms. Davies was vice president of casino marketing at Mandalay Bay Resort & Casino, Las Vegas, Nevada from November of 1998 to April of 2005. From June of 1995 to October of 1998, she was director of player development at Bally’s Hotel & Casino in Las Vegas, Nevada. From March, 1993 to November 1994 she was vice president of casino marketing at the Desert Inn Hotel & Casino in Las Vegas, Nevada. Prior to 1993, Ms. Davies was employed at Caesars Tahoe for 15 years in various positions including associate vice president of Caesars World Branch Office Marketing (CWBOM).

William Feather.   Mr. Feather has served as Executive Vice President of Hotel Operations and Food and Beverage since September of 2004. Mr. Feather has over 23 years of senior level management experience in hotel operations. Mr. Feather has served in several key positions for Starwood Hotels and Resorts Worldwide including regional hotel responsibility for Starwood in Dallas and Boston. Mr. Feather’s last position with Starwood prior to coming to Las Vegas was the General Manager of the Westin Mission Hills in Rancho Mirage, California where his scope of responsibility included managing the addition of Starwood Vacation Ownership Villas. Mr. Feather has been employed by Starwood since 1997.

Michael A. Belletire.   Mr. Belletire has served as manager of OpBiz since October 2004. Mr. Belletire owns and operates his own management services firm, BMA Consulting, where he served as gaming regulatory and financial advisor to the secured Senior Lender Group to Aladdin Gaming until September 2004. From 1995 through 1999, he was the chief executive/staff director of the Illinois Gaming Board. Prior to 1995, Mr. Belletire served in several executive management positions with the State of Illinois.

Eugene I. Davis.   Mr. Davis was appointed as a manager of OpBiz in November 2006. Mr. Davis is the Chairman and Chief Executive Officer of Pirinate Consulting Group, LLC, a privately-held consulting firm specializing in turn-around management, merger and acquisition consulting, hostile and friendly takeovers, proxy contests and strategic planning advisory services for domestic and international public and private business entities. Since forming PIRINATE in 1997, Mr. Davis has advised, managed, sold, liquidated and/or acted as a Chief Executive Officer, Chief Restructuring Officer, Director, Committee Chairman and/or Chairman of the Board of a number of businesses, including companies operating in the telecommunications, automotive, manufacturing, high-technology, medical technologies, metals, energy, financial services, consumer products and services, import-export, mining and transportation and logistics sectors. Prior to forming PIRINATE, Mr. Davis served as President, Vice-Chairman and Director of Emerson Radio Corp, and CEO and Vice-Chairman of Sport Supply Group, Inc. Mr. Davis began his career as an attorney and international negotiator with Exxon Corp. and Standard Oil Company (Indiana) and as a partner in two Texas-based law firms where he specialized in corporate/securities law, international transactions and restructuring advisory. Mr. Davis holds a BA from Columbia College, a Masters of International Affairs (MIA) in International Law and Organization from the School of International Affairs of Columbia University and a JD from the Columbia University School of Law.

Thomas M. Smith.   Mr. Smith was appointed as a manager of EquityCo and OpBiz in March 2005. Mr. Smith has more than twenty-five years of senior level management experience in hotel real estate investment and operations. He is a senior vice president of Starwood Hotels and Resorts Worldwide (HOT) Real Estate Group. Prior to joining Starwood in 1998, Mr. Smith was a managing director with

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CIGNA Corporation’s Real Estate Investment Division, where he was responsible for hotel real estate investments for eleven years.

As OpBiz is our operating subsidiary, the information provided below discusses the board of managers of OpBiz (the “Board”).

Meetings of the Board of Managers

The Board met four times between January 1, 2006 and December 31, 2006. The Board has a standing Audit Committee, Compensation Committee, Compliance/Credit Committee, Executive Committee and a Renovation Committee. During 2006, none of the members of the Board attended less than 75% of the meetings held by the Board, or the total number of meetings held by all committees of the Board on which various members served. The current members of each of the Board’s standing committees are listed below.

The Audit Committee

The Board has a separately designated standing Audit Committee, whose current members are Eugene I. Davis and Michael A. Belletire. Mr. Belletire serves as Chairman of the Audit Committee. The Board has considered the independence of our Audit Committee members and determined that all members of the Audit Committee are independent for purposes of serving on the Audit Committee.

The Audit Committee meets periodically with BH/RE’s independent auditors, management, internal auditors and legal counsel to discuss accounting principles, financial and accounting controls, the scope of the annual audit, internal controls, regulatory compliance and other matters. The Audit Committee also advises the Board on matters related to accounting and auditing and selects the independent auditors. The independent auditors and internal auditors have complete access to the Audit Committee without management present to discuss results of their audit and their opinions on adequacy of internal controls, quality of financial reporting and other accounting and auditing matters. The Audit Committee operates under a formal charter, which is filed as an exhibit to this Annual Report on Form 10-K.

The Board has determined that all Audit Committee members are financially literate and has also determined that both Michael A. Belletire and Eugene I. Davis qualify as audit committee financial experts as such term is defined in Item 407(d)(5) of Regulation S-K. The Board has further determined that both audit committee members are independent as such term is defined in Rule 4200 of the NASDAQ Marketplace Rules and in the rules and regulations of the Securities and Exchange Commission.

The Compensation Committee

The current members of the Compensation Committee are Douglas P. Teitelbaum, Robert Earl and Thomas M. Smith. Each member of the Compensation Committee is a non-employee director. Mr. Teitelbaum serves as Chairman of the Compensation Committee.

The Compensation Committee reviews and takes action regarding terms of compensation, employment contracts and pension matters that concern officers and key employees. The responsibilities of the Compensation Committee are outlined in a written charter, which is filed as an exhibit to this Annual Report on Form 10-K.

The Compliance/Credit Committee

The current members of the Compliance/Credit Committee are Douglas P. Teitelbaum and Robert Earl. The Compliance/Credit Committee has the responsibility and authority to set policies for the establishment of the Gaming Compliance Program and the Credit Extension Program. The Gaming

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Compliance Program establishes policies and procedures to ensure that OpBiz remains in compliance with any and all gaming regulations. The Credit Extension Program establishes policies and procedures for extending credit to OpBiz’s gaming customers.

The Executive Committee

The current members of the Executive Committee are Douglas P. Teitelbaum and Robert Earl. The Executive Committee has the full power and authority to act for the Board between meetings in all matters on which the Board is authorized to act and where specific actions shall not have previously been taken by the Board unless (i) the Board has taken action restricting the authority of the Executive Committee to act; (ii) the action is the final approval of BH/RE’s annual budget or (iii) such action would require the consent of Starwood Nevada Holdings, LLC (as defined in the Second Amended and Restated Operating Agreement of EquityCo, LLC).

The Renovation Committee

The current members of the Renovation Committee are Douglas P. Teitelbaum and Robert Earl. The Renovation Committee has the authority to develop and implement the renovation capital expenditure budget for presentation and approval by the Board and, upon such approval, shall be further authorized to enter into and monitor any and all contracts, agreements or arrangements and payments made in connection with the renovation of the Aladdin.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16 (a) of the Exchange Act requires our managers, executive officers and certain beneficial owners (collectively, “Section 16 Persons”) to file reports of beneficial ownership on Form 3 and reports of changes in ownership on Form 4 or 5 with the Securities and Exchange Commission. Copies of all such reports are required to be furnished to us. To our knowledge, based solely on a review of the copies of Section 16(a) reports furnished to us for fiscal year 2006, and other information, all filing requirements for the Section 16 Persons have been complied with during or with respect to fiscal year 2006, except Initial Statements of Beneficial Ownership on Form 3 were filed late on behalf of Mr. Feather and Mr. Davis.

Code of Ethics

BH/RE’s Code of Ethics, which is filed as an exhibit to this Annual Report on Form 10-K, has been approved by its Board and applies to all of its managers and executive officers, including its principal executive officer, principal financial officer and principal accounting officer. BH/RE’s Code of Ethics covers all areas of professional conduct including, but not limited to, conflicts of interests, disclosure obligations, insider trading, confidential information, as well as compliance with all laws and rules and regulations applicable to its business.

BH/RE undertakes to provide without charge to any person, upon request, a copy of this Code of Ethics. Requests should be directed in writing to BH/RE, L.L.C., Attention: General Counsel, 3667 Las Vegas Boulevard South, Las Vegas, Nevada 89109.

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ITEM 11.EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Objectives of Compensation Program

The Aladdin operates in a highly competitive and rapidly changing hotel casino industry. The Aladdin competes, and the PH Resort will compete, with other high-quality resorts and hotel casinos on the Las Vegas Strip and in downtown Las Vegas, as well as a large number of hotels in and near Las Vegas. In order to be and remain competitive with other companies in the hotel casino industry, one of the primary objectives of our compensation program is to attract, motivate and retain talented, qualified executives to manage and lead our Company. Our objective is to provide an executive compensation structure and system that is both competitive in the marketplace and also internally equitable based upon the weight and level of responsibilities in the respective executive positions. A further objective of our compensation program is to align the executive officers’ compensation with our membership interest holders, which will lead to the long-term enhancement of membership interest value. Our compensation program provides incentives and rewards for each executive officer for their contribution to the Company and for the achievement of the Company’s annual and long-term performance goals. We also endeavor to ensure that our compensation program reinforces business strategies and objectives consistent with the Company’s goals and that it is administered in a fair and equitable manner consistent with established policies and guidelines.

Executive compensation programs impact all employees by setting general levels of compensation and helping to create an environment of goals, rewards and expectations. Because we believe the performance of every employee is important to our success, we are mindful of the effect of executive compensation and incentive programs on all of our employees. Our compensation program is designed to reward teamwork and each team member’s contribution to the Company.

To enable us to achieve our objectives, we must maintain a flexible compensation structure to appropriately recognize and reward our existing and future executive officers. The ability to reward superior performance is essential if we want to provide superior services to our customers and remain competitive in the hotel casino industry. The Compensation Committee relies on its own judgment in setting each executive officer’s compensation and not on any rigid guidelines or formula. Key factors affecting the Committee’s compensation judgments include: (i) the nature and scope of an executive’s responsibilities; (ii) an executive officer’s performance (including contribution to the Company’s financial results); and (iii) market compensation for similar responsibilities.

Elements of Compensation Program and Why We Chose Each (How It Relates to Objectives)

To accomplish these objectives, our executive officers’ compensation encompasses a mix of base salary, annual discretionary cash bonuses, annual non-equity incentive based awards, membership interest, severance benefits, a small number of perquisites and a variety of other benefits that are generally available to all of our salaried employees, such as a 401(k) Plan and health and welfare benefits.

The Company chooses to pay each element of compensation in order to attract and retain the necessary executive talent, reward annual performance and provide incentive for their balanced focus on long-term and short-term strategic goals. The amount of each element of compensation is determined by or under the direction of our Compensation Committee, which uses the following factors to determine the amount of compensation and other benefits to pay each executive: (i) performance against corporate and individual objectives for the previous year; (ii) difficulty of achieving desired results in the coming year; (iii) value of their unique skills and capabilities to support long-term performance of the Company; (iv) performance of their general management responsibilities; and (v) contribution as a member of the

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executive management team. The elements of our compensation package are comparable to other hotel/casino operators in the Las Vegas market.

These elements fit into our overall compensation objectives by helping to secure the future potential of our operations, providing proper compliance and regulatory guidance, and helping to create a cohesive team. Our policy for allocating between long-term and currently paid compensation is to ensure adequate base compensation to attract and retain personnel, while providing incentives to maximize long-term value for our Company and our membership interest holders. For example, our annual non-equity incentive based bonus program is designed to reward executives for meeting short-term goals which include annual performance targets while our equity awards program rewards executives for long-term Company equity growth. Total compensation is comprised of cash compensation in the form of base salary to meet competitive salary norms and in the form of bonus payments to reward achievement of short-term goals on an annual basis and non-cash compensation in the form of options to purchase membership interests to retain talented, qualified executives and align their interests with that of our other membership interest holders. We believe that this allocation is competitive within the marketplace and appropriate to fulfill our stated policies.

Base Salaries

Generally, base salaries for executives are administered on a subjective, individual basis by the Compensation Committee using as a guideline a variety of factors, including the executive’s scope of responsibilities, an assessment of similar roles within the hotel/casino industry, and internal equity among executives. We have a significant level of competition for attracting and retaining talented, qualified executive officers in the hotel casino industry. Base salaries are set at levels that allow the Company to attract and retain superior leaders that will enable the Company to deliver on its business goals. Base compensation is targeted to recognize each executive officer’s unique value and historical contributions to our success in light of salary norms in our industries and the general marketplace. The criteria for measurement include data secured from a range of industry and general market sources.

Variation from salary norms occurs when the value of the individual’s expertise, performance, specific skill set, experience and level of contribution relative to others in the organization justifies variation. Base salary recognizes an employee’s role, responsibilities, skills, experience and sustained performance. We also recognize that it is necessary to provide executives with a portion of total compensation that is delivered each month and provides a balance to other pay elements that are more at risk, such as annual discretionary or incentive based bonuses.

The Company is a party to employment agreements, as amended, with all of the current named executive officers except Mr. William Feather. Mr. Feather is an employee of Starwood and we reimburse Starwood for Mr. Feather’s payroll expense as outlined in the management agreement with Starwood. See  Item 13. “Certain Relationships and Related Transactions, and Director Independence—Transactions with Starwood.” Base salary is reviewed annually by the Compensation Committee and may be increased based on individual performance during the prior calendar year and cost of living adjustments, as appropriate. Pursuant to these employment agreements, however, a decrease in base salary is prohibited.

Bonuses

Our practice is to award annual cash bonuses based upon performance objectives. Executive bonuses are used to focus our management on achieving key corporate financial objectives, to motivate certain desired individual behaviors and to reward substantial achievement of these Company financial objectives and individual goals. Executive officers have the opportunity to earn a bonus of up to a maximum of 50% of their base salary (or, in the case of the Chief Executive Officer, up to a maximum of 100% of his base salary). Bonuses are determined based on a combination of qualitative and quantitative measures, the

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details of which are established annually for each executive as performance goals. The quantitative and qualitative performance goals used to determine executive bonuses include the achievement of the Company’s EBITDA goals for the year (such EBITDA goals as are determined by the Board of Managers or Compensation Committee, as applicable) and also include goals that vary for each executive based on his/her responsibilities, which may include: discreet measures, benchmarks and standards of operation such as departmental EBITDA goals being achieved (for revenue generating departments), departmental productivity, cost containment, customer services and such other measures, benchmarks and standards as are established for such executives officers’ respective department. When determining the bonuses for executive officers, the Compensation Committee makes a final determination based on the performance of the executive and the division or group that he/she leads relative to the performance-based goals. However, the Company’s overall performance and achievement of annual, targeted EBITDA goals is at least a 25% factor in all performance goals. In this regard, we use full cash bonuses to reward performance achievements by our executive officers generally only as to years in which we are substantially profitable; we use salary as a base amount necessary to match our competitors for executive talent. Bonuses, if any, are determined and paid on an annual basis after completion of the bonus year.

Notwithstanding the foregoing, and pursuant to the Company’s employment agreement with Darby Davies, Darby Davies receives guaranteed minimum, annual bonuses as follows: (i) a minimum bonus of at least $50,000 on January 2, 2007; (ii) a minimum bonus of at least $75,000 on January 2, 2008; and (iii) a minimum bonus of at least $100,000 on December 31, 2008.

Membership Interests; Long-Term Equity Incentives

We consider the granting of options to purchase membership interests to be an extremely effective form of compensation for executive officers because it provides long-term incentives for superior performance, leading to enhanced membership interest value, and aligning executive compensation with the interests of the other membership interest holders. We believe that granting options to purchase membership interests is a great method of motivating the executive officers to manage our Company in a manner that is consistent with the interests of our Company and the membership interest holders. Also, it is a key retention tool because the options to purchase membership interests vest over a period of years. Although there is no set formula for the granting of these options to individual executives, generally the size of an executive’s option award is based on the executive’s level and role within the Company assessed against long-term compensation data for competitive positions.

The Company is a party to employment agreements, as amended, with all of the current named executive officers except Mr. William Feather. As stated above, Mr. Feather is an employee of Starwood. The employment agreements have initial terms of two to five years. The employment agreements provide, depending on the terms thereof, that these executives are entitled to options to purchase between 0.2% and 3% of the equity in MezzCo. The options were granted with an exercise price equal to or greater than the fair value at the date of grant. The options are “time based” and portions thereof vest annually in equal increments throughout the terms of the respective employment agreements. The executive must remain employed by the Company at each year’s end to receive the option’s vested amount attributable to that year.

Severance Benefits

We believe that companies should provide reasonable severance benefits to their executive officers. These severance benefits should reflect the fact that it may be difficult for the executives to find comparable employment within a short period of time. They also should disentangle the company from the executive as soon as practicable. For instance, while it is possible to provide salary continuation to an executive during the job search process, which in some cases may be less expensive than a lump-sum

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severance payment, we prefer to pay a lump-sum severance payment in order to most cleanly sever the relationship as soon as practicable.

The Company is a party to employment agreements, as amended, with all of the current named executive officers except Mr. William Feather. As stated above, Mr. Feather is an employee of Starwood. The employment agreements each contain severance provisions as detailed in the discussion of individual employment agreements below.

Perquisites

We limit the perquisites that we make available to our executive officers, and we annually review the perquisites that executive officers receive. Other than Mr. Mecca, our executive officers are not entitled to benefits that are not otherwise available to all our employees and do not receive perquisites. Mr. Mecca receives perquisites that are commensurate with industry norms. In this regard it should be noted that we do not provide pension arrangements, post-retirement health coverage, or similar benefits for our executives or employees.

401(k) Plan and Other Benefits

Our executive officers are eligible for the same level and offering of benefits made available to other employees, including the Company’s 401(k) Plan and health and welfare benefit programs.

OpBiz has a retirement savings plan under Section 401(k) of the Internal Revenue Code covering its employees, which it assumed from Aladdin Gaming on September 1, 2004. The plan allows employees to defer, within prescribed limits, up to 15% of their income on a pre-tax basis through contributions to the plan. OpBiz currently matches, within prescribed limits, 50% of all employees’ contributions up to 6% of their individual earnings on an annual basis. The amount of the company match paid to the eligible plan participants was approximately $0.9 million for the year ended December 31, 2006 and $1.1 million for the years ended December 31, 2005 and 2004, respectively. All of our named executive officers participated in our 401(k) plan and received matching funds.

We also maintain other executive benefits that we consider necessary in order to offer fully competitive opportunities to our executive officers. Executive officers are eligible to participate in all of our employee health and welfare benefit plans, such as medical, dental, group life, disability, and accidental death and dismemberment insurance, in each case on the same basis as other employees.

How the Company Chose Amounts and/or Formulas for Each Element

Each executive’s current and prior compensation is considered in setting future compensation. To some extent, our compensation plan is based on the market and the companies we compete against for executives. We believe that the elements of our plan (e.g., base salary, bonus and membership interest options) are similar to the elements used by many comparable companies in the hotel casino industry. The exact compensation and benefits are chosen in an attempt to balance our competing objectives of attracting, retaining and motivating executives, fairness to all membership interest holders, and internal equitability for respective executive positions.

In addition, as of the end of fiscal year 2006, there has been no leadership turnover in the Company by our executive officers. We believe this is a good indication that our leadership compensation package is reasonable.

Accounting and Tax Treatment

Effective January 1, 2006, the Company adopted the provisions of SFAS No. 123(R) requiring that compensation cost relating to share-based payment transactions be recognized in the operating expenses.

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The cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employee’s estimated requisite service period (generally the vesting period of the equity award) on a straight-line basis. Estimates are revised if subsequent information indicates that forfeitures will differ from previous estimates, and the cumulative effect on compensation cost of a change in the estimated forfeitures is recognized in the period of the change. Prior to January 1, 2006, the Company accounted for share-based compensation to employees in accordance with APB No. 25, and related interpretations. The Company also followed the disclosure requirements of SFAS No. 123 as amended by SFAS No. 148, “Accounting for Stock-Based Compensation-Transition and Disclosure.” The Company adopted SFAS No. 123(R) using the modified prospective method and, accordingly, financial statement amounts for prior periods presented in this Form 10-K have not been restated to reflect the fair value method of recognizing compensation cost relating to non-qualified stock options.

The accounting treatment of compensation generally has not been a factor in determining the amounts of compensation for our executive officers. However, the Company considers the accounting impact of various program designs to balance the potential costs to the Company with the benefit/value to the executive. The Company considers the tax impact of long-term incentive compensation awards, and therefore to the extent practical, strives to deliver pay that qualifies under IRS section 162(m) as performance-based to obtain a corporate tax deduction. Under 162(m), the Company may not deduct compensation expense for the named executives if that expense is over $1,000,000, except that performance-based pay is excluded from the total pay applying to 162(m).

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2006 Summary Compensation Table

The following table sets forth the compensation paid our accrued for our principal executive officer, our principal financial officer and other executive officers for the year ended December 31, 2006.

2006 SUMMARY COMPENSATION TABLE

	Annual Compensation
Name and Principal Position	Year	Salary ($)	Bonus ($)	Option Awards ($)(2)	Non-Equity Incentive Plan Compensation ($) (3)		All Other Compensation ($)		Total ($)
Michael V. Mecca	2006	565,477	—	235,280		—		—	800,757
President and Chief Executive
Officer of BH/RE and OpBiz(1)
Donna Lehmann	2006	283,821	100,000	23,528		37,813		—	445,162
Treasurer of BH/RE and
Chief Financial Officer of OpBiz
Mark S. Helm	2006	243,562	200,000	15,685		32,450		—	491,697
Senior Vice President, General
Counsel and Secretary of OpBiz
Darby Davies	2006	245,887	—	23,528		50,000		—	319,415
Senior Vice President of Casino
Marketing of OpBiz
William Feather	2006	300,527	—	15,685		117,266		—	433,478
Executive Vice President of Hotel
and Food and Beverage of OpBiz(4)

(1)Mr. Mecca’s annual compensation includes an automobile allowance of $32,927.

(2)The annual compensation for options vested during 2006 has been computed in accordance with the provisions of SFAS 123 (R) as discussed in Note 2, “ Summary of Significant Accounting Policies” to our financial statements.

(3)Ms. Lehmann and Messrs. Helm and Feather earned compensation in accordance with the Company’s annual bonus program for achieving certain short-term goals as described above. Ms. Davies received a bonus payment in accordance with the terms of her employment agreement.

(4)Mr. Feather is an employee of Starwood. Salary presented here represents all amounts paid to Starwood for reimbursement of Mr. Feather’s compensation expense under the terms of the management agreement. See Item 13. “Certain Relationships and Related Transactions, and Director Independence—Transactions with Starwood.”

Michael V. Mecca Employment Agreement

Mr. Mecca serves as president and chief executive officer of BH/RE and OpBiz under an employment agreement that expires in May 2008. The employment agreement automatically renews for successive five-year terms unless either party elects not to renew at least 90 days prior to the end of a term. OpBiz paid Mr. Mecca a base salary of $544,500 in 2006, which is subject to annual upward adjustments. OpBiz pays Mr. Mecca a performance bonus determined by OpBiz’s board of managers based on OpBiz’s financial performance and certain other factors. The agreement provides Mr. Mecca with an option to purchase up to 3% of the equity of MezzCo at an exercise price based on a current subscription valuation, vesting one-third annually beginning on April 11, 2004. Mr. Mecca has granted OpBiz a right of first refusal with

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respect to any proposed sales of his equity interests in MezzCo. The option is subject to adoption by the Company of an option plan which plan may be subject to the approval of the Nevada Gaming Commission.

OpBiz may terminate Mr. Mecca’s employment immediately at any time for cause. If OpBiz terminates Mr. Mecca’s employment for cause, our obligation to pay any further compensation or other amounts payable under the agreement terminates on the date of termination, other than: (i) base salary earned but unpaid through the date of termination; (ii) nonreimbursed business expenses; (iii) benefits under benefit plans and programs that have been earned and vested by the date of termination; and (iv) options to purchase membership interests in MezzCo that have vested by the date of termination (provided that any vested options are exercised within ninety (90) days of such termination). The term “cause” is not specifically defined in Mr. Mecca’s employment agreement. Based on the foregoing, in the event that OpBiz had terminated Mr. Mecca’s employment for cause on December 31, 2006, OpBiz would have been obligated to pay Mr. Mecca $20,942 which represents accrued but unpaid base salary.

OpBiz may terminate Mr. Mecca’s employment immediately at any time without cause. If OpBiz terminates Mr. Mecca’s employment without cause, our obligation to pay any further compensation or other amounts payable under the agreement terminates on the date of termination, other than: (i) severance in the amount of twelve (12) months of his then annual base salary; (ii) base salary earned but unpaid through the date of termination; (iii) all accrued but unpaid bonus up to the date of termination, as determined by OpBiz’s Board of Managers utilizing EBITDA targets established pursuant to the employment agreement against year to date budgets (adjusted for budgeting seasonality); (iv) nonreimbursed business expenses; (v) benefits under benefit plans and programs that have been earned and vested by the date of termination; and (vi) options to purchase membership interests in MezzCo that have vested by the date of termination (provided that any vested options are exercised within ninety (90) days of such termination). Based on the foregoing, in the event that OpBiz had terminated Mr. Mecca’s employment without cause on December 31, 2006, OpBiz would have been obligated to pay Mr. Mecca further compensation in the approximate total amount of $544,500.

Donna Lehmann Employment Agreement

Ms. Lehmann serves as the treasurer of BH/RE and chief financial officer of OpBiz under an employment agreement that expires on September 1, 2007. OpBiz paid Ms. Lehmann a base salary of $302,500 in 2006, which is subject to annual upward adjustments at a minimum of 5% per annum. Ms. Lehmann was paid a one-time transition bonus of $75,000 in 2004 for her transition from vice president of finance for Aladdin Gaming to her current position with OpBiz. She will receive an annual discretionary bonus of up to 50% of her annual compensation determined by OpBiz’s board of managers based on OpBiz’s financial performance and certain other factors. The agreement provides that Ms. Lehmann is eligible to receive an option to purchase up to 0.3% of the equity of MezzCo at an exercise price based on a $100 million equity value, vesting one-third annually beginning on September 1, 2005.

OpBiz may terminate Ms. Lehmann’s employment immediately at any time for cause. If OpBiz terminates Ms. Lehmann’s employment for cause, our obligation to pay any further compensation or other amounts payable under the agreement terminates on the date of termination, other than: (i) base salary earned but unpaid through the date of termination; (ii) nonreimbursed business expenses; (iii) benefits under benefit plans and programs that are earned and vested by the date of termination; and (iv) options to purchase membership interests in MezzCo that have vested by the date of termination (provided that any vested options are exercised within ninety (90) days of such termination). The term “cause” is defined in Ms. Lehmann’s employment agreement as follows: (i) failure to abide by the Company’s policies and procedures; (ii) misconduct, insubordination, or inattention to the Company’s business; (iii) failure to perform the duties required of her up to the standards established by the Board of Managers, or other material breach of the employment agreement (other than as a result of a disability); or (iv) failure or inability to obtain or maintain a license required of her by any regulatory authority having jurisdiction over

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the Company. Based on the foregoing, in the event that OpBiz had terminated Ms. Lehmann’s employment for cause on December 31, 2006, OpBiz would have been obligated to pay Ms. Lehmann $11,635 which represents accrued but unpaid base salary.

OpBiz may terminate Ms. Lehmann’s employment at any time without cause upon fifteen (15) days written notice to Ms. Lehmann of its intent to terminate the employment agreement, or, in OpBiz’s sole discretion, the equivalent of two (2) weeks of her then annual base salary in lieu of notice. If OpBiz terminates Ms. Lehmann’s employment without cause, our obligation to pay any further compensation or other amounts payable under the agreement terminates on the date of termination, other than: (i) severance in the amount of twelve (12) months of her then annual base salary; provided that severance benefits shall not exceed an amount equivalent to her base salary from the date of termination to the date the employment agreement would otherwise expire but for earlier termination (ii) base salary earned but unpaid through the date of termination; (iii) accrued paid time off earned through the date of termination; (iv) nonreimbursed business expenses; (v) benefits under benefit plans and programs that have been earned and vested by the date of termination; and (vi) options to purchase membership interests in MezzCo that have vested by the date of termination (provided that any vested options are exercised within ninety (90) days of such termination). Based on the foregoing, in the event that OpBiz had terminated Ms. Lehmann’s employment without cause on December 31, 2006, OpBiz would have been obligated to pay Ms. Lehmann further compensation in the approximate total amount of $201,667.

Upon Ms. Lehmann’s death or disability, her employment agreement terminates immediately. If Ms. Lehmann’s employment is terminated due to her death or disability, our obligation to pay any further compensation or other amounts payable under the agreement terminates on the date of termination, other than (to Ms. Lehmann, or her estate or legal representative, as applicable): (i) base salary earned but unpaid through the date of termination; (ii) bonus earned but unpaid through the date of termination; (iii) nonreimbursed business expenses; (iv) benefits under benefit plans and programs that have been earned and vested by the date of termination; and (v) options to purchase membership interests in MezzCo that have vested by the date of termination (provided that any vested options are exercised within ninety (90) days of such termination). The term “disability” is defined in Ms. Lehmann’s employment agreement as her incapacity, certified by a licensed physician selected by the Company, which precludes her from performing the essential functions of her duties under the employment agreement for sixty (60) days or more. In the event that she disagrees with the conclusions of the Company’s physician, she (or her representative) shall designate a physician, and both physicians shall jointly select a third physician, who shall make the determination which determination shall be final and binding on the parties. Based on the foregoing, in the event that Ms. Lehmann’s employment was terminated for death or disability on December 31, 2006, OpBiz would have been obligated to pay Ms. Lehmann $11,635 which represents accrued but unpaid base salary.

Mark S. Helm Employment Agreement

Mr. Helm serves as senior vice president, general counsel and secretary of OpBiz under an employment agreement that expires on November 2, 2007. If Mr. Helm remains employed by OpBiz after his employment agreement expires, any such employment will be on an at-will basis unless he and OpBiz agree in writing to extend the terms of his agreement. OpBiz paid Mr. Helm a base salary of $259,600 in 2006, which is subject to annual upward adjustments. He will receive an annual discretionary bonus of up to 50% of his annual compensation determined by OpBiz’s board of managers based on OpBiz’s financial performance and certain other factors. The agreement provides that Mr. Helm is eligible to receive an option to purchase up to 0.2% of the equity of MezzCo at an exercise price based on a $100 million equity value, vesting one-third annually beginning on November 2, 2005.

OpBiz may terminate Mr. Helm’s employment immediately at any time for cause. If OpBiz terminates Mr. Helm’s employment for cause, our obligation to pay any further compensation or other amounts

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payable under the agreement terminates on the date of termination, other than: (i) base salary earned but unpaid through the date of termination; (ii) nonreimbursed business expenses; (iii) benefits under benefit plans and programs that are earned and vested by the date of termination; and (iv) options to purchase membership interests in MezzCo that have vested by the date of termination. The term “cause” is defined in Mr. Helm’s employment agreement as follows: (i) failure to abide by the Company’s policies and procedures; (ii) misconduct, insubordination, or inattention to the Company’s business; (iii) failure to perform the duties required of her up to the standards established by the Board of Managers, or other material breach of the employment agreement (other than as a result of a disability); or (iv) failure or inability to obtain or maintain a license required of him by any regulatory authority having jurisdiction over the Company. Prior to a termination for cause, OpBiz must provide a written letter of deficiency to Mr. Helm that details his deficient conduct and thereafter provides him thirty (30) days to cure such deficiency. If, after thirty (30) days, OpBiz continues to believe cause exists to terminate him, then OpBiz shall send a second letter to Mr. Helm terminating him that memorializes his failure to cure the asserted deficiency. Based on the foregoing, in the event that OpBiz had terminated Mr. Helm’s employment for cause on December 31, 2006, OpBiz would have been obligated to pay Mr. Helm $9,985 which represents accrued but unpaid base salary.

OpBiz may terminate Mr. Helm’s employment at any time without cause upon fifteen (15) days written notice to Mr. Helm of its intent to terminate the employment agreement, or, in OpBiz’s sole discretion, the equivalent of two (2) weeks of his then annual base salary in lieu of notice. If OpBiz terminates Mr. Helm’s employment without cause, our obligation to pay any further compensation or other amounts payable under the agreement terminates on the date of termination, other than: (i) severance in the amount of twelve (12) months of his then annual base salary; provided that severance benefits shall not exceed an amount equivalent to her base salary from the date of termination to the date the employment agreement would otherwise expire but for earlier termination (ii) base salary earned but unpaid through the date of termination; (iii) bonus earned but unpaid through the date of termination; (iv) nonreimbursed business expenses; (v) benefits under benefit plans and programs that have been earned and vested by the date of termination; and (vi) options to purchase membership interests in MezzCo that have vested by the date of termination (provided that any vested options are exercised within ninety (90) days of such termination). Based on the foregoing, in the event that OpBiz had terminated Mr. Helm’s employment without cause on December 31, 2006, OpBiz would have been obligated to pay Mr. Helm further compensation in the approximate total amount of $173,067.

In the event that there is a change in control of OpBiz, other than through a public offering, Mr. Helm may terminate his employment upon thirty (30) days written notice to OpBiz. If Mr. Helm terminates his employment for a change in control, other than through a public offering, our obligation to pay any further compensation or other amounts payable under the agreement terminates on the date of termination, other than: (i) severance in the amount of twelve (12) months of his then annual base salary; provided that severance benefits shall not exceed an amount equivalent to her base salary from the date of termination to the date the employment agreement would otherwise expire but for earlier termination; (ii) base salary earned but unpaid through the date of termination; (iii) bonus earned but unpaid through the date of termination; (iv) nonreimbursed business expenses; (v) benefits under benefit plans and programs that have been earned and vested by the date of termination; and (vi) options to purchase membership interests in MezzCo that have vested by the date of termination (provided that any vested options are exercised within ninety (90) days of such termination). The term “change in control” is not specifically defined in Mr. Helm’s employment agreement. Based on the foregoing, in the event that there was a change in control of OpBiz, other than through a public offering, and Mr. Helm terminated his employment on December 31, 2006, OpBiz would have been obligated to pay Mr. Helm further compensation in the approximate total amount of $173,067.

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Upon Mr. Helm’s death or disability, his employment agreement terminates immediately. If Mr. Helm’s employment is terminated due to his death or disability, our obligation to pay any further compensation or other amounts payable under the agreement terminates on the date of termination, other than (to Mr. Helm, or his estate or legal representative, as applicable): (i) base salary earned but unpaid through the date of termination; (ii) bonus earned but unpaid through the date of termination; (iii) nonreimbursed business expenses; (iv) benefits under benefit plans and programs that have been earned and vested by the date of termination; and (v) options to purchase membership interests in MezzCo that have vested by the date of termination (provided that any vested options are exercised within ninety (90) days of such termination). The term “disability” is defined in Mr. Helm’s employment agreement as his incapacity, certified by a licensed physician selected by the Company, which precludes him from performing the essential functions of his duties under the employment agreement for sixty (60) days or more. In the event that he disagrees with the conclusions of the Company’s physician, he (or his representative) shall designate a physician, and both physicians shall jointly select a third physician, who shall make the determination which determination shall be final and binding on the parties. Based on the foregoing, in the event that Mr. Helm’s employment was terminated for death or disability on December 31, 2006, OpBiz would have been obligated to pay Mr. Helm $9,985 which represents accrued but unpaid base salary.

Darby Davies Employment Agreement

Ms. Davies serves as senior vice president of casino marketing of OpBiz under an employment agreement effective as of January 2, 2006. The term of the agreement is for three (3) years, terminating on December 31, 2008. OpBiz paid Ms. Davies a base salary of $250,000 in 2006, which is subject to annual upward adjustments, and she is eligible to participate in OpBiz’s bonus program. She will receive a minimum bonus of $50,000 on January 2, 2007, $75,000 on January 2, 2008 and $100,000 on December 31, 2008. The agreement also provides Ms. Davies with an option to purchase up to 0.25% of the equity of MezzCo at an exercise price based on a $100 million equity value, vesting 40% on January 2, 2007, 40% on January 2, 2008 and 20% on December 31, 2008.

OpBiz may terminate Ms. Davies’ employment immediately upon written notice for cause. If OpBiz terminates Ms. Davies’ employment for cause, our obligation to pay any further compensation or other amounts payable under the agreement terminates on the date of termination, other than: (i) base salary earned but unpaid through the date of termination; (ii) nonreimbursed business expenses; (iii) benefits under benefit plans and programs that have been earned and vested by the date of termination; and (iv) options to purchase membership interests in MezzCo that have vested by the date of termination (provided that any vested options are exercised within ninety (90) days of such termination). The term “cause” is defined in Ms. Davies’ employment agreement as the following: (i) commission of any act of material fraud or gross negligence by her in the course of her employment thereunder which, in the case of gross negligence, has a materially adverse affect on the goodwill, business or financial condition of the Company; (ii) engagement by her in any conduct or commission by her of any act which is materially injurious or detrimental to the substantial interests of the Company; (iii) engagement by her in any act, whether with respect to her employment or otherwise, which is in violation of the criminal laws of the United States or any state thereof, involving acts of moral turpitude; or (iv) a failure to secure or maintain a license required of her by any regulatory authority having jurisdiction over the Company. Prior to a termination for cause, OpBiz must provide a written letter of deficiency to Ms. Davies which details her deficient conduct and thereafter provides her thirty (30) days to cure such deficiency if capable of being cured. If such activity is incapable of being cured or if, after thirty (30) days, Ms. Davies fails to cure the deficient conduct, OpBiz may terminate Ms. Davies’ employment agreement for cause. If OpBiz elects to terminate Ms. Davies’ employment agreement, it shall send a second letter to Ms. Davies terminating her that memorializes her failure to cure the asserted deficiency. Based on the foregoing, in the event that

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OpBiz had terminated Ms. Davies’ employment for cause on December 31, 2006, OpBiz would have been obligated to pay Ms. Davies $9,615 which represents accrued but unpaid base salary.

OpBiz may terminate Ms. Davies’ employment at any time without cause upon fifteen (15) days written notice to Ms. Davies of its intent to terminate the employment agreement. If OpBiz terminates Ms. Davies’ employment without cause, our obligation to pay any further compensation or other amounts payable under the agreement terminates on the date of termination, other than: (i) severance in the amount of eighteen (18) months, but not to exceed the balance of the term of her employment agreement, of her annual base salary to which she would have been entitled had the employment agreement not been terminated; (ii) base salary earned but unpaid through the date of termination; (iii) bonus earned but unpaid through the date of termination; (iv) nonreimbursed business expenses; (v) benefits under benefit plans and programs that have been earned and vested by the date of termination; and (vi) options to purchase membership interests in MezzCo that have vested by the date of termination (provided that any vested options are exercised within ninety (90) days of such termination). Based on the foregoing, in the event that OpBiz had terminated Ms. Davies’ employment without cause on December 31, 2006, OpBiz would have been obligated to pay Ms. Davies further compensation in the approximate total amount of $375,000.

Upon Ms. Davies’ death or disability, her employment agreement terminates immediately. If Ms. Davies’ employment is terminated due to her death or disability, our obligation to pay any further compensation or other amounts payable under the agreement terminates on the date of termination, other than (to Ms. Davies, or her estate or legal representative, as applicable): (i) base salary earned but unpaid through the date of termination; (ii) bonus earned but unpaid through the date of termination; (iii) nonreimbursed business expenses; (iv) benefits under benefit plans and programs that have been earned and vested by the date of termination; and (v) options to purchase membership interests in MezzCo that have vested by the date of termination (provided that any vested options are exercised within ninety (90) days of such termination). The term “disability” is defined in Ms. Davies’ employment agreement as her incapacity, certified by a licensed physician selected by her and approved by the Company, which precludes her from performing the essential functions of her duties under the employment agreement for forty-five (45) days or more. Based on the foregoing, in the event that Ms. Davies’ employment was terminated for death or disability on December 31, 2006, OpBiz would have been obligated to pay Ms. Davies $9,615 which represents accrued but unpaid base salary.

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GRANTS OF PLAN BASED AWARDS FOR 2006

	Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(1)
Name	Target
Michael V. Mecca		545,000
Donna Lehmann		151,250
Mark S. Helm		129,800
Darby Davies		125,000
William Feather(2)		130,295

(1)The target estimated future payouts under non-equity incentive plan awards represents the maximum amount payable under the Company’s bonus plan. The target will be met if all short-term goals detailed in the underlying plan are met.

(2)As stated above, Mr. Feather is an employee of Starwood. Mr. Feather participates in the Company’s bonus plan in the same manner as other Company officers.

OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2006

	Options Awards
Name	Number of Securities Underlying Unexercised Options Exercisable (#)(1)		Number of Securities Underlying Unexercised Options Unexercisable (#)(1)		Option Exercise Price ($)(1)		Option Expiration Date(2)
Michael V. Mecca		3,000		—		1,000.00
Donna Lehmann		233		67		1,000.00
Mark S. Helm		156		44		1,000.00
Darby Davies		83		167		1,000.00
William Feather		156		44		1,000.00

(1)MezzCo membership interests have not been unitized. The implied number of units and equity value has been computed based on the MezzCo equity contribution on the grant date. The option exercise price is based on a $100 million equity value. The options are not exercisable until a triggering event occurs. The options vest in accordance with the underlying employment agreements. Mr. Mecca’s options vest one-third annually beginning on April 11, 2004.  Ms. Lehmann and Mr. Feather’s options vest one-third annually beginning September 1, 2005. Mr. Helm’s options vest one-third annually beginning on November 2, 2005. Ms. Davies options vest 40% on January 2, 2007, 40% on January 2, 2008 and 20% on December 31, 2008.

(2)Participants have 90 days after an event occurs to exercise options.

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2006 DIRECTOR COMPENSATION

Name	Fees Earned or Paid in Cash ($)(1)		Total ($)(1)
Robert Earl		—	—
Douglas P. Teitelbaum		—	—
Michael A. Belletire		75,000	75,000
Eugene I. Davis		75,000	75,000
Thomas M. Smith		—	—

(1)   All managers are reimbursed for expenses connected with attendance at meetings of the Board.

COMPENSATION COMMITTEE REPORT

Our Compensation Committee reviewed and discussed with our management the “Compensation Discussion and Analysis” contained in this Form 10-K. Based on that review and discussions, our Compensation Committee recommended to our Board of Managers that the “Compensation Discussion and Analysis” be included in this Form 10-K.

Compensation Committee

Douglas P. Teitelbaum
Robert Earl
Thomas M. Smith

Compensation Committee Interlocks and Insider Participation

During the 2006 fiscal year, Douglas P. Teitelbaum, Robert Earl and Theodore W. Darnall (a former member of the Board) served as members of the Board’s Compensation Committee. For additional information concerning related-party transactions involving Messrs. Teitelbaum and Earl or other members of the Board, see Item 13. “Certain Relationships and Related Transactions, and Director Independence.”

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ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The table below sets forth the beneficial ownership of BH/RE’s voting and equity membership interests and OpBiz’s membership interests as of April 2, 2007 by:

·each member of the board of managers of BH/RE;

·Starwood Nevada Holdings, LLC; and

·BH/RE’s board of managers and executive officers as a group.

In addition, the table below sets forth, as of April 2, 2007, the beneficial ownership of each person known by BH/RE to be the beneficial owner of more than five percent of its voting membership interests, which is the only class of voting securities of BH/RE.

Unless otherwise indicated, each person listed in the table below has sole voting and investment power over the percentage of voting and equity membership interests listed opposite such person’s name. Except as indicated below, none of the Company’s executive officers or managers own any equity of BH/RE.

	BH/RE						OpBiz
Name	Percent of Voting Membership Interests			Percent of Equity Membership Interests			Percent of Economic Membership Interests(2)
Douglas P. Teitelbaum(1),(2)		50.00	%		—			—
Robert Earl(2),(3)		50.00	%		—			—
Starwood Nevada Holdings, LLC(2),(4)		—			—			15.00	%
BH Casino and Hospitality LLC I(1)		—			40.75	%		34.64	%
BH Casino and Hospitality LLC II(1)		—			18.50	%		15.72	%
OCS Consultants, Inc(3)		—			40.75	%		34.64	%
All members of the board of managers and executive officers as a group (10 persons)		100.00	%		100.00	%		85.00	%

(1)The address for Mr. Teitelbaum, BH Casino and Hospitality LLC I and BH Casino and Hospitality LLC II is 885 Third Avenue, 34th Floor, New York, New York 10022. Mr. Teitelbaum beneficially owns all of the equity membership interests beneficially owned by BH Casino and Hospitality I and II because Mr. Teitelbaum is the sole manager of BH Casino and Hospitality I and II. Mr. Teitelbaum disclaims beneficial ownership of such equity membership interests, except to the extent of his pecuniary interest therein.

(2)All of the outstanding membership interests of OpBiz are held by MezzCo and, in turn, all of the outstanding membership interests of MezzCo are held by EquityCo. EquityCo is owned 85% by BH/RE and 15% by Starwood. Because OpBiz and MezzCo are both single member limited liability companies and their respective operating agreements provide that the sole member of each entity has full, exclusive and complete discretion in the management and control of the entity, the board of managers of EquityCo directly or indirectly controls the management and affairs of MezzCo and OpBiz. Under its operating agreement, EquityCo is managed by a three-member board of managers, which includes two BH/RE appointees, Mr. Teitelbaum and Mr. Earl, and one Starwood appointee, Mr. Darnall. Because all actions of the EquityCo board of managers must be approved by majority vote, except certain actions which require unanimous approval, BH/RE can direct the voting and disposition of the membership interests of MezzCo owned by EquityCo and, in turn, the membership interests of OpBiz owned by MezzCo. Mr. Teitelbaum and Mr. Earl, individually and through their respective affiliates, own 100% of BH/RE. All actions of BH/RE require the approval of both

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Mr. Teitelbaum and Mr. Earl. Consequently, Mr. Teitelbaum and Mr. Earl share voting and investment power over the membership interests of MezzCo owned by EquityCo and, in turn, the membership interests of OpBiz owned by MezzCo, and therefore are deemed to beneficially own such membership interests. Mr. Teitelbaum and Mr. Earl both disclaim beneficial ownership of the membership interests of EquityCo owned by Starwood.

(3)The address for Mr. Earl is 7598 West Sand Lake Road, Orlando, Florida 32819. Mr. Earl beneficially owns all of the equity membership interests beneficially owned by OCS because OCS is wholly owned and controlled by Mr. Earl.

(4)The address for Starwood Nevada Holdings, LLC is c/o Starwood Hotels & Resorts Worldwide, Inc., 1111 Westchester Avenue, White Plains, New York 10604.

Equity Compensation Plan Information

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a))
	(a)		(b)			(c)
Equity compensation plans approved by security holders		4,850		$	1,000.00		—
Equity compensation plans not approved by security holders		—		—			—
Total		4,850		$	1,000.00		—

(a)MezzCo membership units have not been unitized. The implied number of units has been computed based on the MezzCo equity contribution on the grant date. The total number of membership units outstanding has been computed as 100,000. The number of securities to be issued represents 4.85% of the total units based on the percentage of equity each option holder has been granted.

(b)The exercise price is based on a $100 million equity value. Exercise price is computed using the total number of units divided by the stated equity value.

(c)The Board of Managers of BH/RE is currently considering a plan but has not yet adopted one. Once a plan is adopted, the number of securities remaining available for future issuance will be 1,150 based on an approved grant of 6% of total equity.

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ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Certain Relationships and Related Transactions

Review, Approval and Ratification of Related Party Transactions

The Audit Committee is responsible, pursuant to its written charter, for reviewing and discussing with management any transaction with a related party which the Company would be required to disclose pursuant to Item 404 of Regulation S-K. Each such transaction must be approved by a majority of the Company’s disinterested managers.

Related Party Transactions

Due to Affiliates

Since its formation, certain members or affiliates of BH/RE have paid expenses totaling approximately $20.0 million related to the Aladdin acquisition and funded deposits under the purchase agreement on behalf of BH/RE and its subsidiaries. On September 1, 2004, $4.25 million of advances from each of BHCH and OCS, which were used to fund the deposit required under the purchase agreement, were contributed to BH/RE as capital. Additionally, on September 1, 2004, the advances made by BHCH and Planet Hollywood to pay transaction fees and deposits were repaid.

Mr. Jess Ravich

Jess Ravich, a former manager of OpBiz, is CEO and indirect controlling shareholder of Libra Securities, LLC, an investment banking firm (“Libra Securities”). Libra Securities acted as placement agent for MezzCo, L.L.C. in the placement of the Mezzanine Financing and was paid a placement fee of $4,350,000.

Mr. Ravich holds a note convertible into 25% of the equity in PDS Gaming, a leasing and finance company specializing in gaming equipment. Conversion of the note is subject to approval of appropriate gaming regulators in the jurisdictions in which PDS Gaming does business. PDS Gaming entered into a gaming equipment lease with OpBiz on December 22, 2004, for a 48 month term with payments of approximately $159,200 per month. Libra Securities raised financing for PDS Gaming to allow it to purchase the equipment underlying the lease and received a placement fee for its services.

Transactions with Planet Hollywood

OpBiz, Planet Hollywood and certain of Planet Hollywood’s subsidiaries have entered into a licensing agreement pursuant to which OpBiz received a non-exclusive, irrevocable license to use various “Planet Hollywood” trademarks and service marks. Under the licensing agreement, OpBiz also has the right, but not the obligation, to open a Planet Hollywood restaurant and one or more Planet Hollywood retail shops under a separate restaurant agreement with Planet Hollywood. OpBiz will pay Planet Hollywood a quarterly licensing fee of 1.75% of OpBiz’s non-casino revenues. If OpBiz opens an attraction with paid admission using the Planet Hollywood marks or memorabilia prior to beginning operations as the PH Resort, it will pay Planet Hollywood a quarterly licensing fee of 1.75% of the revenues of the attraction until OpBiz begins operating as the PH Resort. The initial term of the licensing agreement will expire in 2028. OpBiz can renew the licensing agreement for three successive 10-year terms.

In addition to being a manager of BH/RE, Mr. Earl is the chief executive officer and chairman of the board of directors of Planet Hollywood. Similarly, Mr. Teitelbaum is a manager of BH/RE and a director of Planet Hollywood. Collectively, Mr. Earl, a trust for the benefit of Mr. Earl’s children and affiliates of Bay Harbour Management, own substantially all of the equity of Planet Hollywood. Mr. Earl disclaims beneficial ownership of any equity of Planet Hollywood owned by the trust.

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Transactions with Starwood

OpBiz and Sheraton have entered into a management contract pursuant to which Sheraton provides hotel management services to OpBiz, assists OpBiz in the management, operation and promotion of the Hotel and permits OpBiz to use the Sheraton brand and trademarks in the promotion of the Hotel. OpBiz pays Sheraton a monthly fee of 4% of gross hotel revenue and certain food and beverage outlet revenues and 2% of rental income from third-party leases in the Hotel. The management contract has a 20-year term commencing on the completion of the Aladdin acquisition and is subject to certain termination provisions by either OpBiz or Sheraton. Sheraton is a wholly owned subsidiary of Starwood, which has a 15% equity interest in EquityCo and has the right to appoint two members to the EquityCo board of managers. Thomas M. Smith, who is member of the OpBiz board of managers and the EquityCo board of managers, is an officer of Starwood and was appointed to the board of managers pursuant to the Company’s agreement with Starwood.

Planet Hollywood (LV) LLC Lease Agreement

OpBiz and Planet Hollywood (LV) LLC (“Planet Hollywood LV”) have entered into a lease agreement pursuant to which Planet Hollywood LV, as tenant, will operate a new concept it has developed for an upscale 24-hour diner named “Planet Dailies” within approximately 11,500 square feet of space located on the premises owned by OpBiz. Planet Hollywood LV will pay OpBiz base rent in the amount of $500,000 per year (subject to annual increase adjustments), in addition to percentage rent of up to 12% based on annual gross sales (to the extent such percentage rent exceeds base rent), following commencement of its business operations in the leased space. The initial term of the lease agreement will expire in 2017. Planet Hollywood LV can renew the lease agreement for two successive 5-year terms. As of December 31, 2006, no rent has been paid to OpBiz because Planet Hollywood LV has not yet commenced its business operations in the leased space. The Company believes that the provisions of this lease agreement reflect arm’s length market terms and that it is comparable to other lease agreements OpBiz has entered into with third-party restaurant operators.

Planet Hollywood LV is wholly owned by, and a subsidiary of, Planet Hollywood International, Inc. Together, Mr. Earl, a trust for the benefit of Mr. Earl’s children and affiliates of Bay Harbour Management, own substantially all of the equity of Planet Hollywood International, Inc. Mr. Earl disclaims beneficial ownership of any equity of Planet Hollywood International Inc. owned by the trust.

Earl of Sandwich (Las Vegas), LLC Lease Agreement

OpBiz and Earl of Sandwich (Las Vegas), LLC (“Earl of Sandwich”) have entered into a lease agreement pursuant to which Earl of Sandwich, as tenant, will operate a restaurant named “Earl of Sandwich” within approximately 3,030 square feet of space located on the premises owned by OpBiz. Earl of Sandwich will pay OpBiz base rent in the amount of $161,600 per year (subject to annual increase adjustments), in addition to percentage rent of up to 12% based on annual gross sales (to the extent such percentage rent exceeds base rent), following commencement of its business operations in the leased space. The initial term of the lease agreement will expire in 2017. Earl of Sandwich can renew the lease agreement for two successive 5-year terms. As of December 31, 2006, no rent has been paid to OpBiz because Earl of Sandwich has not yet commenced its business operations in the leased space. The Company believes that the provisions of this lease agreement reflect arm’s length market terms and that it is comparable to other lease agreements OpBiz has entered into with third-party restaurant operators.

Earl of Sandwich is wholly and indirectly owned by a trust for the benefit of Mr. Earl’s children. Mr. Earl disclaims beneficial ownership of any equity of Earl of Sandwich owned by the trust.

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Guaranty Agreement

In connection with the Loan, the Lender required that Trophy Hunter Investments, Ltd., Bay Harbour 90-1, Ltd. and Bay Harbour Master Ltd., which are affiliates of Bay Harbour Management, execute and deliver a certain Guaranty (see Note 7.—Long-Term Debt). In exchange for executing the Guaranty, OpBiz and PH Fee Owner agreed to pay Trophy Hunter Investments, Ltd. and Bay Harbour Master Ltd. a fee equal to $1,500,000 per year. The fee is accrued and only payable once OpBiz hits certain debt service coverage ratios defined in the Loan Agreement.

Director Independence

The Company is not a listed issuer. Using Rule 4200 of the NASDAQ Marketplace Rules (the “NASDAQ Rule”), the board of managers has determined that Michael A. Belletire and Eugene I. Davis are “independent directors” because (i) each is not an executive officer or employee of the Company; and (ii) in the opinion of the board of managers, each is not an individual having a relationship which will interfere with the exercise of independent judgment in carrying out the responsibilities of such manager. The board of managers has determined that Michael A. Belletire and Eugene I. Davis are also “independent” as that term is defined in the Securities Exchange Act of 1934 and the rules thereunder.

Robert Earl and Douglas P. Teitelbaum, who are members of the compensation committee, are not “independent directors” under the NASDAQ Rule. The Company does not have a nominating committee. Of the members of the full board of managers, Robert Earl, Douglas P. Teitelbaum and Thomas M. Smith are not “independent directors” under the NASDAQ Rule for purposes of membership on a nominating committee.

ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table sets forth fees paid or payable to Ernst & Young LLP, our principal independent auditors, for audit and non-audit services:

	December 31,
	2006		2005
Audit Fees Current	$	203,647	$	223,132
Audit-Related Fees	53,000		61,330
Tax Fees	54,655		48,000
All Other Fees	—		—
Total	$	311,302	$	332,462

“Audit Fees” include fees incurred for the annual audits and the reviews of our Quarterly Reports on Form 10-Q. “Audit-Related Fees” include fees paid for costs related to the acquisition of the Aladdin and review of gaming regulations and controls. “Tax Fees” include fees incurred for the preparation of the income tax returns for BH/RE and its consolidated subsidiaries.

The Audit Committee has adopted a policy that requires advance approval of all audit, audit-related, tax and other services performed by the independent auditor. The policy provides for pre-approval by the Audit Committee of specifically defined audit and non-audit services. The Audit Committee must approve the permitted service before the independent registered public accounting firm is engaged to perform it. If the pre-approval authority is delegated to one or more members of the Audit Committee, such pre-approval must be presented to the Audit Committee at its next scheduled meeting for ratification. All audit, audit-related, tax and other services performed by the independent registered public accounting firm were approved by the Audit Committee in accordance with the policy described above for fiscal year 2006.

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PART IV

ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1)	Financial statements (including related notes to Consolidated Financial Statements) filed as Item 8 in Part II of this report are listed below:
	Report of Independent Registered Public Accounting Firm
	Report of Independent Registered Public Accounting Firm
	Consolidated Balance Sheets as of December 31, 2006 and 2005
	Years ended December 31, 2006, 2005, and 2004—
	Consolidated Statements of Operations
	Consolidated Statements of Members’ Equity (Deficit)
	Consolidated Statements of Cash Flows
	Notes to Consolidated Financial Statements
(a)(2)

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
(In thousands)

					Additions				Deductions
Description	Balance at  beginning of period				Charge to  costs and expense				Accounts written off (recovered)			Balance at end of period
Allowance for doubtful accounts:
Year ended December 31,:
2004		$	—			$	(3,575	)		$	1,321		$	(2,254	)
2005		$	(2,254	)		$	(3,207	)		$	1,018		$	(4,443	)
2006		$	(4,443	)		$	(2,398	)		$	285		$	(6,556	)

We have omitted schedules other than the ones listed above because they are not required or not applicable or the required information is shown in the consolidated financial statements or the notes to the consolidated financial statements.

(a)(3)Exhibits

Exhibit Number	Description
2.1	Purchase and Sale Agreement dated April 23, 2003, by and between OpBiz, L.L.C. and Aladdin Gaming, LLC (Incorporated by reference to the Company’s Form 10 filed on April 16, 2004)
2.2	First Amendment to Purchase and Sale Agreement dated August 31, 2004, by and between OpBiz, L.L.C. and Aladdin Gaming, LLC (Incorporated herein by reference to the Company’s Current Report on Form 8-K filed on September 7, 2004)
3.1	Articles of Organization of BH/RE, L.L.C., as amended (Incorporated by reference to the Company’s Form 10 filed on April 16, 2004)
3.2	Amended and Restated Operating Agreement of BH/RE, L.L.C. dated March 26, 2004 (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on August 16, 2004)
3.3	Amendment to Amended and Restated Operating Agreement of BH/RE, L.L.C. dated August 9, 2004 (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on August 16, 2004, attached to exhibit number 3.1 thereto)
3.4	Amended and Restated Operating Agreement of EquityCo, L.L.C. dated April 23, 2003 (Incorporated by reference to the Company’s Form 10 filed on April 16, 2004)

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3.5	Second Amended and Restated Operating Agreement of EquityCo, L.L.C. dated August, 31, 2004 (Incorporated herein by reference to the Company’s Current Report on Form 8-K filed on September 7, 2004)
4.1	Form of Amended and Restated Loan and Facilities Agreement by and among OpBiz, L.L.C., the lenders party thereto and BNY Asset Solutions LLC (Incorporated by reference to the Company’s Form 10 filed on April 16, 2004)
4.2	Amended and Restated Loan Facilities Agreement dated August 31, 2004, by and among OpBiz, L.L.C., the lenders party thereto and The Bank of New York, Asset Solutions Division (Incorporated herein by reference to the Company’s Current Report on Form 8-K filed on September 7, 2004)
4.3	Form of Senior Secured Promissory Note (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on August 16, 2004)
4.4	Form of Warrant to Purchase Membership Interests of MezzCo, L.L.C. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on August 16, 2004)
4.5	Waiver and Amendment No. 1 Agreement, dated October 23, 2006, to the Amended and Restated Loan and Facilities Agreement, dated August 31, 2004, by and among OpBiz, L.L.C., the lenders party thereto and The Bank of New York, as administrative agent and collateral agent (Incorporated herein by reference to the Company’s Current Report on Form 8-K filed on November 1, 2006)
10.1	Planet Hollywood Hotel & Casino Licensing Agreement dated May 3, 2003, by and among Planet Hollywood International, Inc., Planet Hollywood (Region IV), Inc., Planet Hollywood Memorabilia, Inc. and OpBiz, L.L.C. (Incorporated by reference to the Company’s Form 10/A filed on June 15, 2004)
10.2	Amended and Restated Planet Hollywood Hotel & Casino Licensing Agreement dated August 9, 2004, by and among Planet Hollywood International, Inc., Planet Hollywood (Region IV), Inc., Planet Hollywood Memorabilia, Inc. and OpBiz, L.L.C. (Incorporated herein by reference to the Company’s Current Report on Form 8-K filed on September 7, 2004)
10.3	Management Contract dated April 23, 2003, by and between Sheraton Operating Corporation and OpBiz, L.L.C. (Incorporated by reference to the Company’s Form 10/A filed on June 15, 2004)
10.4	Agreement by and between Starwood Nevada Holding LLC, Sheraton Operating Corporation, BH/RE, L.L.C., EquityCo, L.L.C. and OpBiz, L.L.C. dated August 9, 2004 (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on August 16, 2004)
10.5	Securities Purchase Agreement among MezzCo, L.L.C. and the Purchasers named therein, dated August 9, 2004 (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on August 16, 2004)
10.6	Investor Rights Agreement by and among MezzCo, L.L.C., The Mezzanine Investors named therein and the other signatories thereto, dated August 9, 2004 (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on August 16, 2004)
10.7	Order Granting Motion to Approve Settlement Agreement with Aladdin Bazaar, LLC, filed August 6, 2003 (Incorporated by reference to the Company’s Form 10 filed on April 16, 2004)
10.8	Construction, Operation and Reciprocal Easement Agreement, dated February 26, 1998, by and among Aladdin Gaming, LLC, Aladdin Bazaar, LLC and Aladdin Music Holdings, LLC; (Incorporated by reference to the Company’s Form 10 filed on April 16, 2004)

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10.9	Amendment and Ratification of Construction, Operation and Reciprocal Easement Agreement, dated November 20, 2000, by and between Aladdin Gaming, LLC and Aladdin Bazaar, LLC (Incorporated by reference to the Company’s Form 10 filed on April 16, 2004; attached to exhibit number 99.2 thereto)
10.10	Second Amendment of Construction, Operation and Reciprocal Easement Agreement, effective March 31, 2003, by and between Aladdin Gaming, LLC and Aladdin Bazaar, LLC (Incorporated by reference to the Company’s Form 10 filed on April 16, 2004; attached to exhibit number 99.2 thereto)
10.11	Memorandum of Amendment and Ratification of REA, dated November 20, 2000, by and between Aladdin Gaming, LLC and Aladdin Bazaar, LLC (Incorporated by reference to the Company’s Form 10 filed on April 16, 2004; attached to exhibit number 99.2 thereto)
10.12	Findings of Fact and Conclusions of Law Re: Aladdin Bazaar, LLC’s Motion for Payment of Administrative Expense, or in the Alternative, for an Order Setting a Deadline for Debtor to Assume or Reject Common Area Parking Agreement, filed October 8, 2002 (Incorporated by reference to the Company’s Form 10 filed on April 16, 2004)
10.13	Common Parking Area Use Agreement, dated February 26, 1998, by and between Aladdin Gaming, LLC and Aladdin Bazaar, LLC (Incorporated by reference to the Company’s Form 10 filed on April 16, 2004)
10.14	Traffic Control Improvements Cost Participation Agreement Commercial Development, dated June 7, 2000, by and between Aladdin Gaming, LLC and Clark County, Nevada (Incorporated by reference to the Company’s Form 10 filed on April 16, 2004)
10.15	Order Granting Motion to (i) Approve Settlement Agreement and Releases Respecting Central Utility Plant Litigation and (ii) Assume Certain Agreements Respecting the Central Utility Plant, filed December 10, 2002 (Incorporated by reference to the Company’s Form 10 filed on April 16, 2004)
10.16	Energy Service Agreement, dated September 24, 1998, between Aladdin Gaming, LLC and Northwind Aladdin, LLC (Incorporated by reference to the Company’s Form 10 filed on April 16, 2004)
10.17	Amendment and Agreement, dated September 25, 1998, between Northwind Aladdin, LLC and Aladdin Gaming, LLC (Incorporated by reference to the Company’s Form 10 filed on April 16, 2004; attached to exhibit 99.8 thereto)
10.18	Second Amendment and Agreement, dated May 28, 1999, between Northwind Aladdin, LLC and Aladdin Gaming, LLC (Incorporated by reference to the Company’s Form 10 filed on April 16, 2004; attached to exhibit 99.8 thereto)
10.19	Third Amendment and Agreement, dated May 28, 1999, between Northwind Aladdin, LLC and Aladdin Gaming, LLC (Incorporated by reference to the Company’s Form 10 filed on April 16, 2004; attached to exhibit 99.8 thereto)
10.20	Energy Services Coordination Agreement, dated May 28, 1999, by and among Aladdin Gaming, LLC and Aladdin Bazaar, LLC (Incorporated by reference to the Company’s Form 10 filed on April 16, 2004)
10.21	Timeshare Purchase Agreement, dated December 10, 2004, between Westgate Resorts, Ltd. and OpBiz, L.L.C. (Incorporated by reference to the Company’s Annual Report on Form 10-K filed on April 15, 2005)
10.22	Subordination, Non-Disturbance and Attornment Agreement and Consent, dated as of June 7, 1999, by and among The Bank of Nova Scotia, Northwind Aladdin, LLC, Aladdin Gaming, LLC, State Street Bank and Trust Company, Aladdin Music, LLC and Aladdin Music Holdings, LLC (Incorporated by reference to the Company’s Form 10 filed on April 16, 2004)

95

10.23	Lease, dated December 3, 1997, by and between Aladdin Gaming, LLC and Northwind Aladdin, LLC (Incorporated by reference to the Company’s Form 10 filed on April 16, 2004)
10.24	Employment Agreement dated April 11, 2003, by and among OpBiz, L.L.C., Michael Mecca, Robert Earl and Doug Teitelbaum (Incorporated by reference to the Company’s Form 10 filed on April 16, 2004)
10.25	Letter Agreement dated July 13, 2004, by and among MezzCo. L.L.C., OpBiz, L.L.C. and Michael V. Mecca (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on August 16, 2004)
10.26	Employment Agreement dated September 1, 2004, by and between OpBiz, L.L.C. and Donna Lehmann (Incorporated by reference to the Company’s Annual Report on Form 10-K filed on April 15, 2005)
10.27	Amendment to Employment Agreement dated September 1, 2005, by and between OpBiz, L.L.C. and Donna Lehmann (Incorporated by reference to the Company’s Current Report on Form 8-K filed on October 31, 2005)
10.28	Employment Agreement dated November 2, 2004, by and between OpBiz, L.L.C. and Mark S. Helm (Incorporated by reference to the Company’s Annual Report on Form 10-K filed on April 15, 2005)
10.29	Employment Agreement dated August 9, 2004, by and between OpBiz, L.L.C. and Bruce B. Himelfarb (Incorporated by reference to the Company’s Annual Report on Form 10-K filed on April 15, 2005)
10.30	Employment Agreement dated November 1, 2005, by and between OpBiz, L.L.C. and Darby Davies (Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 9, 2006)
10.31	Loan Agreement, dated November 30, 2006, by and between OpBiz, PH Fee Owner and Column Financial, Inc.
10.32	Deed of Trust, Assignment of Leases and Rents, Financing Statement and Fixture Filing, dated November 30, 2006, by PH Fee Owner and OpBiz to the Trustee named therein for the benefit of Column Financial, Inc.
10.33	Deed of Trust, Assignment of Leases and Rents, Financing Statement and Fixture Filing, dated November 30, 2006, by TSP Owner to the Trustee named therein for the benefit of Column Financial, Inc.
10.34	Promissory Note by OpBiz and PH Fee Owner in favor of Column Financial, Inc., dated November 30, 2006
10.35	Assignment of Leases and Rents made by OpBiz and PH Fee Owner in favor of Column Financial, Inc., dated November 30, 2006
10.36	Assignment of Contracts, Operating Permits and Construction Permits, dated November 30, 2006, by OpBiz and PH Fee Owner in favor of Column Financial, Inc.
10.37	Environmental Indemnity Agreement, dated November 30, 2006, by OpBiz and PH Fee Owner in favor of Column Financial, Inc.
10.38	Collateral Assignment of Timeshare Project Proceeds, dated November 30, 2006, made by TSP Owner in favor of Column Financial, Inc.
10.39	Collateral Assignment of Interest Rate Cap Agreement, dated November 30, 2006, by OpBiz and PH Fee Owner in favor of Column Financial, Inc.
10.40	Pledge and Security Agreement, dated November 30, 2006, by MezzCo in favor of Column Financial, Inc.
10.41	Acknowledgement of Pledge by OpBiz, dated November 30, 2006.
10.42	Pledge and Security Agreement, dated November 30, 2006, by PH Fee Owner in favor of Column Financial, Inc.

96

10.43	Acknowledgement of Pledge by TSP Owner, dated November 30, 2006.
10.44	Security Agreement (Copyrights) by OpBiz in favor of Column Financial, Inc., dated November 30, 2006.
10.45	Security Agreement (Trademarks) by OpBiz in favor of Column Financial, Inc., dated November 30, 2006.
10.46	Operations and Maintenance Agreement, dated November 30, 2006, between OpBiz and PH Fee Owner and Column Financial, Inc.
10.47	Restructuring Agreement, dated November 30, 2006, among Mezzco, EquityCo and the Investors named therein.
10.48	Amended and Restated Investor Rights Agreement, dated as of November 30, 2006, among MezzCo, EquityCo, and the Investors specified or referred to therein.
10.49	Form of Amended and Restated Warrants.
10.50	Guaranty Agreement, dated as of November 30, 2006, made by EquityCo in favor of the Collateral Agent and the Investors.
10.51	Pledge Agreement, dated as of November 30, 2006, between EquityCo, the Collateral Agent for the benefit of the Investors, acknowledged and agreed to by MezzCo.
10.52	Release, Waiver and Consent Agreement, dated as of November 30, 2006, among the Company, EquityCo, OpBiz, and the Investors specified or referred to therein.
10.53	Amended and Restated Planet Hollywood Resort and Casino License Agreement, dated as of November 30, 2006, among Planet Hollywood International, Inc. and Planet Hollywood (Region IV), Inc., Planet Hollywood Memorabilia, Inc. and OpBiz.
10.54	Amended and Restated License Subordination Agreement, dated as of November 30, 2006, among the Investors, PHII, PHM and OpBiz.
10.55	Indemnification Agreement, dated as of November 30, 2006, between BH/RE and the Investors.
10.56	Guaranty Fee Agreement, dated as of November 30, 2006, among Trophy Hunter Investments, Ltd., Bay Harbour 90-1, Ltd., and Bay Harbour Master, Ltd. and PH Fee Owner.
10.57	Lease Agreement, dated as of November 30, 2006, by and between PH Fee Owner and OpBiz for Casino space.
10.58	Lease Agreement, dated as of November 30, 2006, by and between PH Fee Owner and OpBiz for Hotel space.
10.59	Guaranty Agreement, dated as of November 30, 2006, among Trophy Hunter Investments, Ltd., Bay Harbour 90-1, Ltd., and Bay Harbour Master, Ltd. and PH Fee Owner.
10.60	Guaranty Agreement, dated as of November 30, 2006, made by Douglas Teitelbaum for the benefit of Column Financial, Inc.
10.61	Guaranty Agreement, dated as of November 30, 2006, made by Robert Earl for the benefit of Column Financial, Inc.
10.62	Completion Guaranty, dated as of November 30, 2006, among Trophy Hunter Investments, Ltd., Bay Harbour 90-1, Ltd., and Bay Harbour Master, Ltd. and Robert Earl for the benefit of Column Financial, Inc.
10.63	Environmental Indemnity Agreement, dated as of November 30, 2006, made by PH Fee Owner and OpBiz in favor of Column Financial, Inc.
21.1	List of Subsidiaries of BH/RE, L.L.C.
31.1	Certification pursuant to §302 of the Sarbanes-Oxley Act of 2002, Michael V. Mecca
31.2	Certification pursuant to §302 of the Sarbanes-Oxley Act of 2002, Donna Lehmann
32.1	Certification pursuant to §906 of the Sarbanes-Oxley Act of 2002, Michael V. Mecca
32.2	Certification pursuant to §906 of the Sarbanes-Oxley Act of 2002, Donna Lehmann

97

99.1	OpBiz, L.L.C. Compensation Committee Charter (Incorporated by reference to the Company’s Annual Report on Form 10-K filed on April 15, 2005)
99.2	OpBiz, L.L.C. Audit Committee Charter (Incorporated by reference to the Company’s Annual Report on Form 10-K filed on March 31, 2006)
99.3	BH/RE, L.L.C. Code of Ethics (Incorporated by reference to the Company’s Annual Report on Form 10-K filed on March 31, 2006)

98

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BH/RE, L.L.C.
April 2, 2007	By:	/s/ DONNA LEHMANN
	Donna Lehmann
	Treasurer (Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

	Signature		Title		Date
/s/ ROBERT EARL		Manager of BH/RE and EquityCo		April 2, 2007
Robert Earl		and Co-Chairman of OpBiz
/s/ DOUGLAS P. TEITELBAUM		Manager of BH/RE and EquityCo		April 2, 2007
Douglas P. Teitelbaum		and Co-Chairman of OpBiz
/s/ MICHAEL V. MECCA		President and Chief Executive Officer		April 2, 2007
Michael V. Mecca		of BH/RE and OpBiz (Principal Executive Officer)
/s/ DONNA LEHMANN		Treasurer of BH/RE and Chief		April 2, 2007
Donna Lehmann		Financial Officer of OpBiz (Principal Financial and Accounting Officer)
/s/ MICHAEL A. BELLETIRE		Manager of OpBiz		April 2, 2007
Michael A. Belletire
/s/ EUGENE I. DAVIS		Manager of OpBiz		April 2, 2007
Eugene I. Davis
		Manager of EquityCo and OpBiz
Thomas M. Smith

99

EX-10.31

Exhibit 10.31

LOAN AGREEMENT

Dated as of November 30, 2006

Between

PH FEE OWNER LLC,

and

OPBIZ, L.L.C.

collectively, as Borrower

and

COLUMN FINANCIAL, INC.,
as Lender

TABLE OF CONTENTS

			Page
ARTICLE I.	DEFINITIONS; PRINCIPLES OF CONSTRUCTION		1
Section 1.1.		Definitions	1
Section 1.2.		Principles of Construction	59
ARTICLE II.	GENERAL TERMS		59
Section 2.1.		Loan Commitment; Disbursement to Borrower	59
Section 2.2.		Interest Rate	62
Section 2.3.		Loan Payment	67
Section 2.4.		Prepayments	68
Section 2.5.		Release of Property	69
Section 2.6.		Cash Management	70
Section 2.7.		Extension of the Initial Maturity Date	75
ARTICLE III.	PROJECT FUNDING AND CONSTRUCTION MATTERS		76
Section 3.1.		Project Funding Advances	76
Section 3.2.		Renovation Project Representations	90
Section 3.3.		Renovation Project Construction Covenants	92
Section 3.4.		Construction Consultant	96
Section 3.5.		Subrogation Rights of Lender	97
Section 3.6.		Retainage	97
Section 3.7.		Direct Advances	98
Section 3.8.		Partial Advances	99
ARTICLE IV.	REPRESENTATIONS AND WARRANTIES		99
Section 4.1.		Borrower Party and Property Representations	99
Section 4.2.		Survival of Representations	112
Section 4.3.		Status of Borrower	112
ARTICLE V.	BORROWER COVENANTS		112
Section 5.1.		Affirmative Covenants	112
Section 5.2.		Negative Covenants	132
ARTICLE VI.	INSURANCE; CASUALTY; CONDEMNATION; RESTORATION		147
Section 6.1.		Insurance	147
Section 6.2.		Casualty	151
Section 6.3.		Condemnation	151

i

Section 6.4.		Restoration	152
ARTICLE VII.	RESERVE FUNDS		156
Section 7.1.		Required Repair and Remediation Account	156
Section 7.2.		Tax and Insurance Escrow Account	157
Section 7.3.		FF&E Reserve Account	157
Section 7.4.		Interest Reserve Account	158
Section 7.5.		Renovation Project Reserve Account	160
Section 7.6.		Timeshare Project Proceeds Account	160
Section 7.7.		Excess Cash Reserve Account	161
Section 7.8.		Future Project Reserve Account	162
Section 7.9.		General Reserve Account	162
Section 7.10.		Accrual Adjustment Reserve Account	164
Section 7.11.		Letter of Credit	165
Section 7.12.		Reserve Funds Generally	166
ARTICLE VIII.	DEFAULTS		166
Section 8.1.		Event of Default	166
Section 8.2.		Remedies	170
ARTICLE IX.	SPECIAL PROVISIONS		172
Section 9.1.		Sale of Note and Securitization; Mezzanine Loans	172
Section 9.2.		Securitization Indemnification	175
Section 9.3.		Real Property Indemnifications	178
Section 9.4.		Exculpation	180
Section 9.5.		Servicer	183
ARTICLE X.	MISCELLANEOUS		183
Section 10.1.		Survival	183
Section 10.2.		Lender’s Discretion	183
Section 10.3.		GOVERNING LAW	183
Section 10.4.		Modification, Waiver in Writing	185
Section 10.5.		Delay Not a Waiver	185
Section 10.6.		Notices	185
Section 10.7.		TRIAL BY JURY	186
Section 10.8.		Headings	186
Section 10.9.		Severability	187
Section 10.10.		Preferences	187
Section 10.11.		Waiver of Notice	187
Section 10.12.		Remedies of Borrower	187
Section 10.13.		Expenses and Indemnity	187
Section 10.14.		Schedules Incorporated	189
Section 10.15.		Offsets, Counterclaims and Defenses	189
Section 10.16.		No Joint Venture or Partnership	189

ii

Section 10.17.	No Third Party Beneficiaries	189
Section 10.18.	Publicity	189
Section 10.19.	Waiver of Marshalling of Assets	189
Section 10.20.	Waiver of Counterclaim	190
Section 10.21.	Conflict; Construction of Documents; Reliance	190
Section 10.22.	Brokers and Financial Advisors	190
Section 10.23.	Prior Agreements	191
Section 10.24.	Certain Additional Rights of Lender (VCOC)	191
Section 10.25.	Future Funding and Assignment	191
Section 10.26.	Counterparts	192

iii

EXHIBITS:
A	—	LOAN DOCUMENTS
B	—	FORM OF ADVANCE REQUEST
C	—	FORM OF BORROWER ADVANCE CERTIFICATION
D	—	FORM OF ARCHITECT ADVANCE CERTIFICATION
E	—	FORM OF TRADE CONTRACTOR LIEN WAIVER
F	—	FORM OF TRADE CONTRACTOR PAYMENT RECEIPT
G	—	FORM OF FINAL UNCONDITIONAL LIEN WAIVER
H	—	FORM OF FINAL CONDITIONAL LIEN WAIVER
I	—	FORM OF ARCHITECT FINAL COMPLETION CERTIFICATE
J	—	FORM OF BORROWER FINAL COMPLETION CERTIFICATE
K	—	FORM OF CONSTRUCTION CONSULTANT FINAL COMPLETION
		CERTIFICATE
L	—	FORM OF ARCHITECT CONSENT
M	—	FORM OF CONSTRUCTION MANAGER CONSENT
N	—	FORM OF DEVELOPER CONSENT
O	—	FORM OF ENGINEER CONSENT
P	—	FORM OF GENERAL CONTRACTOR CONSENT
Q	—	FORM OF MAJOR TRADE CONTRACTOR CONSENT
R	—	FORM OF PATRIOT ACT CERTIFICATION
S	—	FORM OF SECURITY AGREEMENT (COPYRIGHTS)
T	—	FORM OF SECURITY AGREEMENT (TRADEMARKS)

SCHEDULES:
I	—	ORGANIZATIONAL STRUCTURE CHART
II-A	—	RESORT LAND
II-B	—	HOTEL COMPONENT PREMISES
II-C	—	CASINO COMPONENT PREMISES
II-D	—	TPA COMPONENT PREMISES
II-E	—	UTILITY COMPONENT PREMISES
II-F	—	TIMESHARE PROJECT LAND
III	—	LEASES AND OCCUPANCY AGREEMENTS
IV	—	INTELLECTUAL PROPERTY COLLATERAL
V	—	BORROWER ACCOUNTS
VI	—	MATERIAL OPERATING AGREEMENTS
VII	—	OPERATING PERMITS
VIII	—	RENOVATION PROJECT PLANS AND SPECIFICATIONS
IX	—	REQUIRED REPAIRS AND REMEDIATION
X	—	POSSIBLE TIMESHARE PROJECT PARAMETERS
XI	—	PENSION PLANS AND MULTIEMPLOYER PLANS
XII	—	COLLECTIVE BARGAINING AGREEMENTS

iv

LOAN AGREEMENT

LOAN AGREEMENT, dated as of November 30, 2006 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between PH FEE OWNER LLC, a Delaware limited liability company (“Fee Owner”), and OPBIZ, L.L.C., a Nevada limited liability company (“OpBiz” and, together with Fee Owner, individually or collectively as the context indicates, “Borrower”), each having its principal place of business at 3667 Las Vegas Boulevard South, Las Vegas, Nevada 89109, and COLUMN FINANCIAL, INC., a Delaware corporation (together with its successors and assigns, “Lender”), having an address at 11 Madison Avenue, New York, New York 10010.

RECITALS:

WHEREAS, Borrower desires to obtain the Loan (as hereinafter defined) from Lender; and

WHEREAS, Lender is willing to make the Loan to Borrower, subject to and in accordance with the terms of this Agreement and the other Loan Documents (as hereinafter defined).

NOW THEREFORE, in consideration of the making of the Loan by Lender and the covenants, agreements, representations and warranties set forth in this Agreement, the parties hereto hereby covenant, agree, represent and warrant as follows:

ARTICLE I.
DEFINITIONS; PRINCIPLES OF CONSTRUCTION

Section 1.1.            Definitions.  For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent:

“Acceptable Counterparty” shall mean any counterparty to the Interest Rate Cap Agreement that has and shall maintain, until the expiration of the applicable Interest Rate Cap Agreement a long-term unsecured debt rating of at least “AA-” by S&P and “Aa3” from Moody’s, which rating shall not include a “t” or otherwise reflect a termination risk, and is otherwise reasonably acceptable to Lender.

“Accrual Adjustment Deposit Amount” shall have the meaning set forth in Section 7.10.

“Accrual Adjustment Reserve Account” shall have the meaning set forth in Section 7.10.

“Accrual Adjustment Reserve Funds” shall have the meaning set forth in Section 7.10.

“Accrual Adjustment Withdrawal Funds” shall have the meaning set forth in Section 7.10.

“Accrual Method” shall mean the accrual based accounting method under GAAP.

“Additional Insolvency Opinion” shall have the meaning set forth in Section 4.1.29(b).

“Adjusted Net Operating Income” shall mean, as of the date of determination, the annualized amount of the amount obtained by subtracting Operating Expenses for the previous 6-month period ending on such date of determination from Gross Income from Operations for such period; provided that, for the purposes of the foregoing, (i) Operating Expenses shall not include amortization or federal, state and local income taxes properly deducted in determining Net Operating Income in accordance with GAAP, (ii) Operating Expenses shall include a deemed reserve for Capital Expenditures equal to three percent (3%) of Gross Income from Operations for such period (but without duplication of any amounts included in Operating Expenses), (iii) funds then on deposit in the Interest Reserve Account shall be taken into account and included in the determination of the applicable Net Operating Income, and (iv) except in connection with the determination of the Debt Service Coverage Ratio pursuant to Section 2.7, Gross Income from Operations shall not include Timeshare Project Proceeds.

“Advance” shall mean, either individually or collectively as the context indicates, the Base Loan Advance and/or any Future Funding Advance made pursuant to this Agreement.

“Advance Date” shall mean (i) with respect to the Base Loan Advance, the Closing Date, and (ii) with respect to any Future Funding Advance, any Business Day on which Borrower shall request disbursement of any Future Funding Advance in accordance with terms of this Agreement; provided that, Borrower shall not be entitled to receive any Future Funding Advance more than two (2) times in any calendar month.

“Advance Request” shall mean either (i) with respect to a Project Advance, a Project Advance Request delivered in accordance with the requirements of Section 3.1.6, or (ii) with respect to a Future Funding Advance for any other purpose permitted hereunder, a written request by Borrower to Lender with respect thereto delivered in accordance with the requirements of Section 2.1.5.

“Affiliate” shall mean, with respect to any Person, any other Person which, directly or indirectly, Controls, is Controlled by or is under common Control with, the specified Person, including, without limitation, any Person (a) which beneficially owns or holds, directly or indirectly, ten percent (10%) or more of (i) any class of voting stock of the specified Person, or (ii) the Equity Interests (with voting capacity) of a Person, or (b) who (i) is a director or executive officer (or individual with similar responsibilities) of the specified Person or (ii) if the Person does not have directors or executive officers, has similar responsibilities to a director or executive officer.

“Affiliated Manager” shall mean any Manager that is an Affiliate of Borrower or Guarantor

“ALTA” shall mean American Land Title Association, or any successor thereto.

“Alteration” shall mean any alteration, improvement, demolition, construction or removal of all or any portion of the Improvements at the Property.

2

“Annual Budget” shall mean the operating budget, including all planned Capital Expenditures (other than any Project) relating to the Property prepared by, or on behalf of, Borrower for the applicable Fiscal Year or other period; provided that the Annual Budget shall not include any matters included in the any Project Budget.

“Anticipated Cost Report” shall mean, with respect to any Project, a report prepared by (or on behalf of) Borrower, in form and substance reasonably approved by Lender, which indicates the Project Costs anticipated to complete such Project, after giving effect to Project Costs incurred during the previous month and projected Project Costs for such Project.

“Applicable Interest Rate” shall mean the rate or rates at which the outstanding principal amount of the Loan bears interest from time to time in accordance with the provisions of Section 2.2.3.

“Applicable Taxes” shall have the meaning set forth in Section 2.2.3(e).

“Approved Annual Budget” shall have the meaning set forth in Section 5.1.11(d).

“Approved Bank” shall mean a bank or other financial institution which has a minimum long term unsecured debt rating of at least “AA” by S&P and Fitch and “Aa2” by Moody’s.

“Approved Capital Expenditures” shall mean, individually or collectively as the context indicates, Capital Expenditures and any other amounts expended from time to time with respect to Alterations, repairs, replacements and/or improvements with respect to all or any portion of the Property (excluding the Timeshare Project), in each case that (a) are not paid or reimbursed to any Affiliate of Borrower, and (b) are either (i) set forth in the Approved Annual Budget, (ii) set forth in an Officer’s Certificate confirming the same and delivered to Lender in connection with any request for disbursement of funds from the General Reserve Account pursuant to Section 7.9 or (iii) otherwise approved by Lender, such approval not to be unreasonably withheld, conditioned or delayed.

“Approved Operating Expenses” shall mean, individually or collectively as the context indicates, Operating Expenses expended from time to time with respect to the Property (excluding the Timeshare Project), in each case that (a) are not paid or reimbursed to any Affiliate of Borrower, and (b) are either (i) set forth in the Approved Annual Budget, (ii) set forth in an Officer’s Certificate confirming the same and delivered to Lender in connection with any request for disbursement of funds from the General Reserve Account pursuant to Section 7.9 or (iii) otherwise approved by Lender, such approval not to be unreasonably withheld, conditioned or delayed.

“Architect” shall mean, subject to any applicable requirements of the Loan Documents, each of (i) Klai Juba Architects, the architect engaged by (or on behalf of) Borrower with respect to the Renovation Project on the date hereof, (ii) Casino Excitement, Inc. d/b/a Casino Lighting and Sign, the architect engaged by (or on behalf of) Borrower with respect to the facade and plaza design portions of the Renovation Project on the date hereof, (iii) any other architect engaged by (or on behalf of) Borrower with respect to any Project after the date hereof and approved by Lender in its reasonable discretion, and (iv) any successor of any of the foregoing, in each case as approved by Lender in its reasonable discretion.

3

“Architect Agreement” shall mean, with respect to each Architect, any agreement for architectural and related services entered into by (or on behalf of) Borrower, or any Affiliate thereof, with such Architect, in each case as approved by Lender in its reasonable discretion, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“Architect Consent” shall mean, with respect to each Architect, an Architect Certification and Consent Agreement executed and delivered by such Architect in favor of Lender and substantially in the form attached as Exhibit L, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“Architect Final Completion Certificate” shall mean, with respect to any Project, a certificate substantially in the form of Exhibit I hereto.

“Assignment of Contracts” shall mean that certain first priority Assignment of Contracts, Operating Permits and Construction Permits, dated as of the date hereof, from Borrower, as assignor, to Lender, as assignee, assigning to Lender all of Borrower’s right, title and interest in and to the Contracts, the Operating Permits and the Construction Permits as security for the Loan, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time

“Assignment of Leases” shall mean that certain first priority Assignment of Leases and Rents, dated as of the date hereof, from Borrower, as assignor, to Lender, as assignee, assigning to Lender all of Borrower’s right, title and interest in and to the Leases and Rents as security for the Loan, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Assignment of Management Agreement” shall mean (a) on the date hereof, that certain Manager Subordination and Cooperation Agreement, dated as of the date hereof, made by Sheraton Manager in favor of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, (b) after the date hereof, any replacement assignment, subordination and cooperation agreement entered into pursuant to the terms hereof with any replacement Manager that is not an Affiliate of Borrower, which agreement shall be in form and substance substantially the same as the Manager Subordination and Cooperation Agreement, dated as of the date hereof, made by Sheraton Manager in favor of Lender, or otherwise reasonably satisfactory to Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, and (c) after the date hereof, any replacement assignment, subordination and cooperation agreement entered into pursuant to the terms hereof with any replacement Manager that is an Affiliate of Borrower, which agreement shall be in Lender’s then usual and customary form and otherwise reasonably satisfactory to Lender (except that the same shall specifically provide that (i) Manager shall not be entitled to receive any management or other fees thereunder during the existence of an Event of Default, and (ii) Lender shall have the right to terminate the applicable replacement Management Agreement without cost or penalty at any time upon and during the continuance of an Event of Default), as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

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“Assumed Note Rate” shall have the meaning set forth in Section 2.4.4.

“Award” shall mean any compensation paid by any Governmental Authority in connection with a Condemnation.

“Bankruptcy Action” shall mean with respect to any Person (a) such Person filing a voluntary petition under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; (b) the filing of an involuntary petition against such Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law in which such Person colludes with, or otherwise assists such Person, or soliciting or causing to be solicited petitioning creditors for any involuntary petition against such Person; (c) such Person filing an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it, by any other Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; (d) such Person consenting to or acquiescing in or joining in an application for the appointment of a custodian, receiver, trustee, or examiner for such Person or any portion of the Property; or (e) such Person making an assignment for the benefit of creditors, or admitting, in writing or in any legal proceeding, its insolvency or inability to pay its debts as they become due.

“Bankruptcy Code” shall mean, 11 U.S.C. § 101 et. Seq., as the same may be amended from time to time.

“Base Loan” shall mean that portion of the Loan to be made by Lender to Borrower on the date hereof pursuant to this Agreement in the principal amount equal to the Base Loan Allocation.

“Base Loan Advance” shall mean the advance of the Base Loan Amount made on the date hereof pursuant to the provisions of this Agreement.

“Base Loan Allocation” shall mean an amount equal to $759,670,000.

“Base Loan Amount” shall mean the portion of the principal amount of the Loan advanced pursuant to this Agreement on the date hereof in an amount equal to the Base Loan Allocation and evidenced by the Note.

“Basic Carrying Costs” shall mean, for any period, the sum of Taxes and Insurance Premiums.

“BH Guarantor” shall mean, individually or collectively as the context indicates, each of (i) Trophy Hunter Investments, Ltd., a Florida limited partnership, (ii) Bay Harbour 90-1, Ltd., a Florida limited partnership, and (iii) Bay Harbour Master, Ltd., a Cayman exempted company, together with their respective successors and permitted assigns.

“BHCH” shall mean BH Casino and Hospitality LLC, a Delaware limited liability company Controlled by DT Guarantor and the holder of a 40.75% direct economic interest in BH/RE.

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“BHCH II” shall mean BH Casino and Hospitality II LLC, a Delaware limited liability company Controlled by DT Guarantor and the holder of a 18.5% direct economic interest in BH/RE.

“BH/RE” shall mean BH/RE, L.L.C., a Nevada limited liability company and the holder of a direct eighty-five percent (85%) interest in EquityCo.

“BH Recourse Guaranty” shall mean that certain Recourse Guaranty, dated as of the date hereof, made by each BH Guarantor in favor of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“BH/RE-Starwood Agreement” shall mean that certain Agreement, dated as of August 9, 2004, by and between Starwood NH, Sheraton, BH/RE, EquityCo, OpBiz, and, for certain purposes as described therein, Starwood, as the same may be amended, replaced, supplemented or modified from time to time in accordance with the terms hereof.

“Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Borrower Accounts” shall mean, collectively, any and all bank and other deposit accounts owned, established, held or maintained by or on behalf of Borrower or any of its Affiliates and relating to the operation or management of the Property or any portion thereof, including (without limitation) the Collection Accounts, the Borrower Disbursement Account, the Construction Disbursement Account and any bank and other deposit accounts of any Manager or any other Person, held on behalf of or for the benefit of Borrower, each of the foregoing existing on the date hereof being identified on Schedule V, as such accounts may be transferred, replaced, supplemented or modified from time to time in accordance with the terms hereof.

“Borrower Advance Certification” shall mean the certification to be provided by Borrower in connection with any request for a Project Advance, in the form attached hereto as Exhibit C.

“Borrower Disbursement Account” shall mean an account maintained by Borrower for its own account at Property Bank and with such account number as may be designated in writing by Borrower to Lender from time to time, and into which Excess Cash Flow and other amounts are to be disbursed from time to time in accordance with, and subject to, the terms hereof.

“Borrower Final Completion Certificate” shall mean, with respect to any Project, a certificate substantially in the form of Exhibit J hereto.

“Borrower Party” shall mean, individually or collectively as the context indicates, each Borrower, TSP Owner, Guarantor and any other Affiliate of Borrower that is a party to any Loan Document.

“Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are not open for business.

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“Capital Expenditures” shall mean, for any period, the amount expended at, or with respect to the Property, for items capitalized under GAAP (including expenditures for building improvements or major repairs, leasing commissions, tenant improvements, FF&E and Fixtures).

“Cash Expenses” shall mean, for any period, the Operating Expenses for the operation of the Property for such period or accrued and payable in such period, as set forth in an Approved Annual Budget to the extent that such expenses are actually incurred or accrued for such period by Borrower, less any payments into the Tax and Insurance Escrow Fund.

“Cash Management Account” shall mean that certain segregated Eligible Account established on or prior to the date hereof with Cash Management Bank entitled “PH Fee Owner LLC and OpBiz, L.L.C. Cash Management Account f/b/o Column Financial, Inc. and its successors and assigns, as secured party” with account number 327825049676 or, subject to the terms hereof, such replacement cash management account established by Borrower at any successor Cash Management Bank designated from time to time in accordance with the terms hereof.

“Cash Management Account Agreement” shall mean that certain acknowledgment and agreement, dated the date hereof, among Lender, Borrower and Cash Management Bank, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Cash Management Bank” shall mean (i) on the date hereof, Key Bank N.A., so long as the same remains an Eligible Institution, (ii) after the date hereof, any successor Eligible Institution designated as Cash Management Bank from time to time in accordance with the terms hereof, or (iii) any other financial institution otherwise reasonably approved by Lender and, if a Securitization has occurred, with respect to which a Rating Agency Confirmation has been obtained.

“Casino Accounts” shall mean, collectively, (i) ‘cage’ account #4100155373 maintained by OpBiz at Property Bank, (ii) account #4100155381 maintained by OpBiz at Property Bank, and (iii) such other account established and maintained from time to time by OpBiz and reasonably approved by Lender; provided, however, that, in each case of the foregoing, any such Casino Account shall be established and maintained pursuant to, and in accordance with, all applicable Gaming Laws and shall be subject to a security interest in favor of Lender pursuant to the Loan Documents.

“Casino Component” shall mean that portion of the Property devoted to the operation of a casino gaming operation and leased by Fee Owner to OpBiz pursuant to the Casino Component Lease, including (without limitation) those areas devoted to the conduct of games of chance, facilities associated directly with gaming operations including, without limitation, casino support areas such as surveillance and security areas, cash cages, counting and accounting areas and gaming back-of-the-house areas in each case, to the extent the operation thereof requires a Gaming License under applicable Gaming Laws, all of the foregoing comprising the Casino Component Premises and more particularly described and set forth in the Casino Component Lease.

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“Casino Component Lease” shall mean that certain Lease Agreement, dated as of the date hereof, between Fee Owner, as lessor, and OpBiz, as lessee, pursuant to which Fee Owner has leased the Casino Component to OpBiz upon and subject to the terms set forth therein, as the same may be amended, supplemented, replaced or otherwise modified from time to time in accordance with the provisions hereof.

“Casino Component Premises” shall mean that portion of the Property described on Schedule II-C attached hereto, as the same may be adjusted from time to time after the date hereof solely to the extent required in order comply with applicable Gaming Laws.

“Casino Expansion Leases” shall mean, collectively, each lease of space comprising a portion of the Retail Mall deemed to be entered into by Retail Mall Owner, as lessor, and any Borrower, as lessee, pursuant to the terms of Section 8 of the REA Amendment Agreement, such space being referred to therein as “space G-21”, ‘space G-1A” and “space F-27”, including (without limitation) the specific terms of each such lease set forth in the REA Amendment Agreement and the general terms and provisions of the “standard lease form” referred to therein, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Casualty” shall mean any damage or destruction, in whole or in part, by fire or other casualty of all or any portion of the Property.

“Casualty Consultant” shall have the meaning set forth in Section 6.4(b)(iii).

“Casualty Retainage” shall have the meaning set forth in Section 6.4(b)(iv).

“Certificate of Occupancy” shall mean, with respect to any Project, a permanent or temporary certificate of occupancy, in either case, for the portion of such Project specified in such certificate of occupancy issued by the applicable Governmental Authority pursuant to applicable Legal Requirements which permanent or temporary certificate of occupancy shall permit such portion of the Project covered thereby to be lawfully occupied and used for its intended purposes, shall be in full force and effect and, in the case of a temporary certificate of occupancy, shall permit full use and lawful occupancy of the portions of the Project covered thereby, and if such temporary certificate of occupancy shall provide for an expiration date, any Punchlist Items which must be completed in order for such temporary certificate of occupancy to be renewed or extended shall be completed no later than fifteen (15) days prior to the applicable expiration date thereof.

“Change of Control” shall mean any of the following:

(i)            with respect to either Borrower, such Borrower is no longer Controlled by either (A) DT Guarantor, or (B) two or more of (I) DT Guarantor, (II) RE Guarantor, or (II) Starwood Sponsor;

(ii)           Fee Owner shall cease to directly own 100% of all Equity Interests of, and Control, TSP Owner;

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(iii)          MezzCo shall cease to directly own 100% of all Equity Interests of, and Control, OpBiz;

(iv)          MezzCo shall cease to directly own 100% of all Equity Interests of, and Control, Mezz II Borrower;

(v)           Mezz II Borrower shall cease to directly own 100% of all Equity Interests of, and Control, Mezz I Borrower;

(vi)          Mezz I Borrower shall cease to directly own 100% of all Equity Interests of, and Control, Fee Owner;

(vii)         EquityCo shall cease to own 100% of all Equity Interests of, and Control, MezzCo;

(viii)        with respect to either Borrower, any Transfer, in one or a series of transactions, of more then 49% of the direct or indirect interests in such Borrower, including (without limitation) any Transfers as a result of (A) the exercise of any rights to acquire direct or indirect interests in MezzCo or EquityCo by any MezzCo Warrantholders pursuant to the MezzCo Warrant Documents, (B) the exercise of any rights to acquire direct or indirect interests in MezzCo or EquityCo by any EquityCo Warrantholders pursuant to the EquityCo Warrant Documents, and (C) the exercise of any rights to acquire direct or indirect interests in OpBiz by any Person pursuant to the Executive Options; provided, however, that any Transfer of direct or indirect interests in each of BHCH, BHCH II, each BH Guarantor or Starwood NH shall not be included in the determination of the foregoing so long as the same shall not otherwise constitute a Change of Control hereunder;

(ix)           with respect to either Borrower, MezzCo Warrantholders, either individually or in the aggregate, shall hold more than 37.5% of the direct or indirect interests in MezzCo or MezzCo Warrantholders, either individually or in the aggregate, shall obtain Control of such Borrower pursuant to the MezzCo Warrant Documents;

(x)            with respect to either Borrower, any EquityCo Warrantholders shall obtain Control of such Borrower pursuant to the EquityCo Warrantholders Documents; or

(xi)           with respect to each BH Guarantor, such BH Guarantor shall cease to be (A) Controlled by DT Guarantor, or (B) jointly Controlled by DT Guarantor and Steven Van Dyke.

“Change Order” shall mean, with respect to any Project, any amendment, deviation, supplement, addition, deletion, revision or other modification in any respect to the Project Plan, the Plans and Specifications, the Project Budget, the Construction Schedule, the Architect Agreement, any Trade Contract, any other Construction Contract or Project Document or the Work provided for therein relating to such Project.

“Closing Date” shall mean the date hereof.

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“Code” shall mean the Internal Revenue Code of 1986, as amended, as it may be further amended from time to time, and any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.

“Collateral Assignment of Interest Rate Cap Agreement” shall mean that certain Collateral Assignment of Interest Rate Cap Agreement, dated as of the date hereof, executed by Borrower in connection with the Loan for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Collateral Assignment of Timeshare Project Proceeds” shall mean that certain Collateral Assignment of Timeshare Project Proceeds, dated as of the date hereof, executed by Borrower and TSP Owner in connection with the Loan for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Collection Account” shall mean, individually or collectively as the context indicates, (i) that certain segregated Eligible Account established by OpBiz with Property Bank entitled “OpBiz, L.L.C. Merchant Account f/b/o Column Financial, Inc. and its successors and assigns, as secured party” with account number 4100155381 and into which Borrower shall cause all credit card receipts to be deposited pursuant to the terms hereof, (ii) that certain segregated Eligible Account established by OpBiz with Property Bank entitled “OpBiz, L.L.C. Collection Account f/b/o Column Financial, Inc. and its successors and assigns, as secured party” with account number 4121452775 and into which Borrower shall cause all Revenue (other than credit card receipts) to be deposited pursuant to the terms hereof, excluding any amounts properly retained by Borrower as the Gaming Operating Reserve in one or more Casino Accounts in accordance with the terms hereof, and (iii) subject to the terms hereof, such replacement collection account or accounts established by Borrower at any successor Property Bank designated from time to time in accordance with the terms hereof.

“Collection Account Agreement” shall mean that certain Restricted Account Agreement, dated the date hereof, among Lender, Borrower and Property Bank, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Comparable Standards” means (a) with respect to the Hotel Component, the standards of management, operation and maintenance of a first-class hotel of a like quality to the Paris Las Vegas Hotel and Casino located at 3655 Las Vegas Boulevard South, Las Vegas, Nevada or in the event that Lender reasonably determines that the foregoing is closed or no longer maintains substantially the same standards as it did on the date hereof, a such other hotel located in a major city of the United States that is a vacation destination center at a prime location as reasonably determined by Lender which is comparable to the Hotel Component in location, size, facilities, quality and nature, (b) with respect to the Casino Component, the standards of management, operation and maintenance of a first-class casino which is comparable to the Casino Component in location, size, facilities, quality and nature, and (c) with respect to the TPA Component, the standards of management, operation and maintenance of a first-class theater which is comparable to the TPA Component in location, size, facilities, quality and nature.

“Completion Guaranty” shall mean that certain Completion Guaranty, dated as of the date hereof, made by Guarantor in favor of Lender, relating to the Renovation Project, as the

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same may be amended, replaced, supplemented or modified from time to time in accordance with the terms hereof.

“Condemnation” shall mean a temporary or permanent taking by any Governmental Authority as the result or in lieu or in anticipation of the exercise of the right of condemnation or eminent domain, of all or any part of the Property, or any interest therein or right accruing thereto, including any right of access thereto or any change of grade affecting the Property or any part thereof.

“Condemnation Proceeds” shall have the meaning set forth in Section 6.4(b).

“Construction Consultant” shall mean Inspection & Valuation International, Inc., or such other Person as may be designated by Lender in its sole discretion from time to time as construction consultant to advise, consult and render reports to Lender concerning any Project.

“Construction Consultant Certificate” shall mean, with respect to any Project Advance Request delivered hereunder in connection with any Project, a certificate or report of the Construction Consultant relating to such proposed Project Advance based upon a site observation of such Project made by the Construction Consultant not more than thirty (30) days prior to the applicable Advance Date, in form and substance reasonably acceptable to Lender and certifying that:

(a)           Construction Consultant has received all known Plans and Specifications applicable to the Project Advance requested pursuant to the Project Advance Request, and in Construction Consultant’s reasonable professional opinion, the work performed as of the date thereof is in general accordance with the Plans and Specifications, and the Project Advance requested pursuant to the Project Advance Request is generally in accordance with the Project Budget and the Construction Schedule for such Project.

(b)           All advances requested under the Project Advance Request that are for the payment of Hard Costs have been incurred for Work and materials actually performed and delivered and consistent with the Plans and Specifications for such Project to date, except as set forth in Section 3.1.12.

(c)           No Shortfall then exists.

(d)           The Project Advance Request does not include any amounts in respect of Stored Materials or, if the Project Advance Request does include amounts in respect of Stored Materials, then certifying that the requirements of Section 3.1.12 are satisfied with respect to such Stored Materials.

(e)           To the knowledge of Construction Consultant (for which purpose it has, to the extent reasonably appropriate in its professional judgment, relied upon observations, certifications and responses of the applicable Architect and Persons employed for the construction of the Project), the construction of the Project to the date of the Advance Request has been performed in a good and workmanlike manner, in conformity with good construction and engineering practices and in compliance in all material respects

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with the Plans and Specifications and the Construction Schedule with respect to such Project delivered to and approved by Lender.

(f)            Construction Consultant has reviewed all Project Advance Requests made prior to the date hereof with respect to such Project and compared the invoices or other documentation supporting such advances with the Line Item category presently in effect and confirms that the total advances to date in such Line Item category do not exceed the budgeted amount for such category in any material respect.

(g)           The Project Budget for such Project fairly represents in all material respects the Project Costs that it anticipates will be incurred through the date of Substantial Completion in the aggregate and for each Line Item in accordance with the Plans and Specifications for such Project.  Construction Consultant is not aware of any material costs that will be needed to be paid or incurred by Borrower in order to cause Substantial Completion to occur on or prior to the date required under the Loan Agreement other than the Project Costs identified in the Project Budget for such Project.  With respect to the Renovation Project, Construction Consultant reasonably believes that Substantial Completion of the Renovation Project will occur on or prior to the applicable Renovation Project Substantial Completion Deadline.

(h)           Construction Consultant is not aware of any other material costs that will be needed to be paid or incurred in order to cause Final Completion of such Project to occur other than the Project Costs identified in the Project Budget with respect to such Project.

“Construction Consultant Final Completion Certificate” shall mean, with respect to any Project, a certificate substantially in the form of Exhibit K hereto.

“Construction Contract” shall mean, with respect to the any Project, collectively, any contract or agreement entered into by (or on behalf of) Borrower or any Affiliate thereof for the development, construction and equipping of such Project or any part thereof, including (without limitation) any contract or agreement entered into by any Construction Manager or General Contractor with respect to such Project and including, as the context shall require, any Architect Agreement, any Developer Agreement, any Construction Manager Agreement, any General Contractor Agreement, any Engineer Agreement, any agreement with other design professionals engaged or otherwise acting in connection with such Project or any part thereof and each Trade Contract relating to such Project or any part thereof.

“Construction Disbursement Account” shall mean an account maintained by Borrower at Property Bank for the payment of Project Costs relating to any Project and with such account number as may be designated in writing by Borrower to Lender from time to time, and into which the proceeds of any Project Advance are to be disbursed as referred to in Section 3.1.2.

“Construction Manager” shall mean, subject to any applicable requirements of the Loan Documents, each of (i) any construction manager engaged by (or on behalf of) Borrower with respect to any Project after the date hereof and approved by Lender in its reasonable discretion,

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and (ii) any successor of any of the foregoing, in each case as approved by Lender in its reasonable discretion.

“Construction Manager Agreement” shall mean, with respect to each Construction Manager, any agreement for construction management and related services entered into by (or on behalf of) Borrower or any Affiliate thereof with such Construction Manager, in each case as approved by Lender in its reasonable discretion, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“Construction Manager Consent” shall mean, with respect to any Construction Manager, a Construction Manager Certification and Consent Agreement executed and delivered by such Construction Manager in favor of Lender and substantially in the form attached as Exhibit M, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“Construction Permits” shall mean, with respect to any Project, collectively, all authorizations, consents and approvals, licenses and permits given or issued by Governmental Authorities which are required for the construction and completion of such Project in accordance with all Legal Requirements, the Plans and Specifications and the other Project Documents relating to such Project, and for the performance and observance of all obligations and agreements of Borrower or any relevant Affiliate thereof contained herein.

“Construction Schedule” shall mean, with respect to any Project, a schedule for the construction and completion of such Project as a whole, in form and substance acceptable to Lender in its reasonable discretion and including (without limitation) (i) a construction progress schedule reflecting the anticipated dates of completion and the timing of disbursements of incremental amounts of specified subcategories of the Project Budget for such Project, (ii) a trade by trade breakdown of the estimated periods of commencement and completion of the specific Work to be completed in connection with such Project, and (iii) such other information as the Construction Consultant shall reasonably require.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a Person, whether through ownership of voting securities, by contract or otherwise. “Controlled” and “Controlling” shall have correlative meanings.

“Copyrights” shall mean, collectively, all copyrights, copyright registrations and applications for copyright registration under the laws of the United States or any other country or jurisdiction, including all recordings, supplemental registrations and derivative or collective work registrations, and all renewals and extensions thereof, in each case whether published or unpublished, now owned or existing or created or hereafter acquired or arising.

“Cost Saving” shall mean, with respect to any Project:

(i)            the difference between the amount of a Line Item in the Project Budget for such Project and the amount expended for such Line Item in the event that the component of the construction of such Project (other than interest on the Loan payable hereunder) which is the subject of such Line Item shall have been completed without the expenditure

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of the entire amount allocated in such Project Budget to such Line Item, and all Trade Contractors and other Persons have been paid in full for work performed and materials provided with respect to such component which is the subject of such Line Item, in each case as confirmed by Construction Consultant and reasonably verified by Lender; or

(ii)           prior to the completion of the component of the construction of such Project which is the subject of a Line Item (other than the Line Item for interest payable hereunder or any Line Item designated as “Contingency”), the amount of any Cost Saving that will be realized pursuant to clause (i) above upon completion of such component, in each case as confirmed by Construction Consultant and reasonably approved by Lender.

“Counterparty” shall mean, with respect to each Interest Rate Cap Agreement each Acceptable Counterparty that is a party thereto, and with respect to any Replacement Interest Rate Cap Agreement, any substitute Acceptable Counterparty.

“Covered Disclosure Information” shall have the meaning set forth in Section 9.2(b).

“Credit Suisse” shall mean Credit Suisse Securities (USA) LLC and its successors in interest.

“Debt” shall mean the outstanding principal amount set forth in, and evidenced by, this Agreement and the Note together with all interest accrued and unpaid thereon and all other sums due to Lender in respect of the Loan under the Note, this Agreement, either Security Instrument and the other Loan Documents.

“Debt Service” shall mean, with respect to any particular period of time, scheduled interest payments due under this Agreement and the Note.

“Debt Service Coverage Ratio” shall mean, on any date of determination, the ratio in which (a) the numerator is Adjusted Net Operating Income for the period ending on such date of determination, and (b) the denominator is the annual interest that would be payable on the outstanding principal balance of the Loan as of such date of determination (excluding any portion of the Future Funding that has not been funded by Lender either to Borrower or into the Renovation Project Reserve Account) if the Applicable Interest Rate were equal to the Spread plus the average 12-month forward 30-day LIBOR curve as of such date of determination.

“Default” shall mean the occurrence of any event hereunder or under any other Loan Document which, but for the giving of notice or passage of time, or both, would be an Event of Default.

“Default Rate” shall mean a rate per annum equal to the lesser of (a) the Maximum Legal Rate and (b) four percent (4%) above the Applicable Interest Rate.

“Deficiency Cash Collateral” shall have the meaning set forth in Section 3.1.11(b)(iii).

“Deficiency Letter of Credit” shall have the meaning set forth in Section 3.1.11(b)(iii).

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“Determination Date” shall mean, with respect to any Interest Period, the date that is two (2) London Business Days prior to the fifteenth (15th) day of the calendar month in which such Interest Period commences.

“Developer” shall mean, subject to any applicable requirements of the Loan Documents, each of (i) any developer engaged by (or on behalf of) Borrower or any Affiliate thereof with respect to any Project after the date hereof and approved by Lender in its reasonable discretion, and (ii) any successor of any of the foregoing, in each case as approved by Lender in its reasonable discretion.

“Developer Agreement” shall mean, with respect to each Developer, any agreement for development and related services entered into by (or on behalf of) Borrower or any Affiliate thereof with such Developer, in each case as approved by Lender in its reasonable discretion, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“Developer Consent” shall mean, with respect to any Developer, a Developer Certification and Consent Agreement executed and delivered by such Developer in favor of Lender and substantially in the form attached as Exhibit N, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“Disbursement Schedule” shall mean, with respect to any Project, a schedule of the monthly projected Project Advances to be requested by Borrower throughout the applicable construction and development period pursuant to the terms hereof, in form and substance acceptable to Lender in its reasonable discretion.

“Disclosure Document” shall mean a prospectus, prospectus supplement, private placement memorandum, or similar offering memorandum or offering circular, or other offering documents or marketing materials, in each case in preliminary or final form, used to offer Securities in connection with a Securitization.

“Disqualified Transferee” shall mean any Person that is Controlled by or is under common Control with, or any Person that Controls, a Person that, (i) has (within the past ten (10) years) defaulted, or is now in default, beyond any applicable cure period, of its material obligations, under any written agreement with Lender or any Affiliate of Lender, (ii) has been convicted in a criminal proceeding for a felony or a crime involving moral turpitude or that is an organized crime figure or is reputed (as determined by Lender in its reasonable discretion) to have substantial business or other affiliations with an organized crime figure; (iii) has at any time filed a voluntary petition under the Bankruptcy Code; (iv) as to which an involuntary petition has at any time been filed under the Bankruptcy Code; (v) has at any time filed an answer consenting to or acquiescing in any involuntary petition filed against it by any other person under the Bankruptcy Code; (vi) has at any time consented to or acquiesced in or joined in an application for the appointment of a custodian, receiver, trustee or examiner for itself or any of its property; (vii) has at any time made an assignment for the benefit of creditors, or has at any time admitted its insolvency or inability to pay its debts as they become due; (viii) has been found by a court of competent jurisdiction or other governmental authority in a comparable proceeding to have

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violated any federal or state securities laws or regulations promulgated thereunder, or (ix) is an Embargoed Person, or is directly or indirectly owned or Controlled by an Embargoed Person or is a Person who (x) Controls a Restricted Party and (y) with respect to which a PATRIOT Act Certification has not been delivered to Lender; provided that, notwithstanding the foregoing, neither PHI nor any Affiliate thereof shall be deemed to constitute a Disqualified Transferee as a result of the occurrence of any event or the taking of any action described in clauses (iii), (iv), (v) and (vi) of this definition prior to the date hereof.

“Domain Name” shall mean any combination of words and abbreviations that represents a uniquely identifiable internet protocol address of a World Wide Web internet location.

“DSCR Sweep Period” shall mean any period (i) commencing on any day following the last day of any calendar quarter if the Debt Service Coverage Ratio, as reasonably determined by Lender, on such last day of such calendar quarter is less than or equal to 1.20, and (ii) ending on the last day of any calendar quarter if the Debt Service Coverage Ratio, as reasonably determined by Lender following such date, and on the last day of the immediately preceding calendar quarter, exceeds 1.20.  The first determination date for the purposes of determining if a DSCR Sweep Period exists shall be the date hereof.

“DT Guarantor” shall mean, Douglas Teitelbaum, an individual and the holder as of the date hereof of a fifty percent (50%) voting interest in BH/RE, in his capacity as a Guarantor hereunder, together with his successors and permitted assigns in such capacity.

“DT Recourse Guaranty” shall mean that certain Recourse Guaranty, dated as of the date hereof, made by DT Guarantor in favor of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“EBITDA” shall mean, with respect to any period, without duplication, (a) the sum of (i) Net Operating Income, (ii) Debt Service, (iii) federal, state and local income taxes deducted in determining Net Operating Income, and (iv) depreciation and amortization and other non-cash items properly deducted in determining Net Operating Income, in each case calculated in accordance with GAAP, minus (b) non-cash items properly added in determining Net Operating Income for such period calculated in accordance with GAAP.

“Eligible Account” shall mean a separate and identifiable account from all other funds held by the holding institution that is either (a) an account or accounts maintained with a federal or state-chartered depository institution or trust company which complies with the definition of Eligible Institution or (b) a segregated trust account or accounts maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity which, in the case of a state chartered depository institution or trust company, is subject to regulations substantially similar to 12 C.F.R. § 9.10(b), having in either case a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal and state authority.  An Eligible Account will not be evidenced by a certificate of deposit, passbook or other instrument.

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“Eligible Institution” shall mean a depository institution or trust company, the short term unsecured debt obligations or commercial paper of which are rated at least “A-1+” by S&P, “P-1” by Moody’s and “F-1+” by Fitch in the case of accounts in which funds are held for thirty (30) days or less (or, in the case of accounts in which funds are held for more than thirty (30) days, the long term unsecured debt obligations of which are rated at least “AA” by Fitch and S&P and “Aa2” by Moody’s).

“Embargoed Person” shall have the meaning set forth in Section 4.1.34.

“Engineer” shall mean, subject to any applicable requirements of the Loan Documents, each of (i) JBA Consulting Engineers, the mechanical engineer engaged by (or on behalf of) Borrower with respect to the Renovation Project on the date hereof, (ii) Lochsa Engineering, the structural and civil engineer engaged by (or on behalf of) Borrower with respect to the Renovation Project on the date hereof, (iii) any other engineer engaged by (or on behalf of) Borrower or any Affiliate thereof with respect to any Project after the date hereof and approved by Lender in its reasonable discretion, and (iv) any successor of any of the foregoing, in each case as approved by Lender in its reasonable discretion.

“Engineer Agreement” shall mean, with respect to each Engineer, any agreement for structural, mechanical, electrical or other engineering services and related services entered into by (or on behalf of) Borrower or any Affiliate thereof with such Engineer, in each case as approved by Lender in its reasonable discretion, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“Engineer Consent” shall mean, with respect to each Engineer, an Engineer Certification and Consent Agreement executed and delivered by such Engineer in favor of Lender and substantially in the form attached as Exhibit O, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“Environmental Indemnity” shall mean that certain Environmental Indemnity Agreement, dated as of the date hereof, executed by Borrower and Guarantor in connection with the Loan for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Environmental Law” means any present and future laws, statutes, ordinances, rules, regulations and the like, as well as common law, of any applicable jurisdiction relating to protection of human health and safety or the environment, relating to Hazardous Substances, relating to liability for or costs of other actual or threatened danger to human health and safety, the environment or similar issues, including (without limitation) any present and future laws, statutes ordinances, rules, regulations, permits or authorizations and the like, as well as common law, that (a) condition transfer of property upon a negative declaration or other approval of a Governmental Authority of the environmental condition of the Property; (b) require notification or disclosure of Releases of Hazardous Substances or other environmental condition of the Property to any Governmental Authority or other Person, whether or not in connection with transfer of title to or interest in property; (c) impose conditions or requirements in connection with permits or other authorization for lawful activity; (d) relate to nuisance, trespass or other causes of action related to the Property, in each case to the extent related to Hazardous

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Substances; or (e) relate to wrongful death, personal injury, or property or other damage in connection with any physical condition or use of the Property, in each case to the extent related to Hazardous Substances, and including (without limitation) the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., as amended; the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., as amended; the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., as amended; the Oil Pollution Act, 33 U.S.C. § 2701 et seq., as amended; the Clean Air Act, 42 U.S.C. § 7401 et seq., as amended; the Hazardous Material Transportation Act, 49 U.S.C. § 1801 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq.; the Nevada Hazardous Materials law (NRS Chapter 459); the Nevada Solid Waste/Disposal of Garbage or Sewage law (NRS 444.440 to 444.650, inclusive); the Nevada Water Controls/Pollution law (NRS Chapter 445A); the Nevada Air Pollution law (NRS Chapter 445B); the Nevada Cleanup of Discharged Petroleum law (NRS 590.700 to 590.920, inclusive); the Nevada Control of Asbestos law (NRS 618.750 to 618.850, inclusive); the Nevada Appropriation of Public Waters law (NRS 533.324 to 533.4385, inclusive); and the Nevada Artificial Water Body Development Permit law (NRS 502.390).

“Equipment” shall mean, with respect to the Property, any equipment now owned or hereafter acquired by Borrower, which is used at or in connection with the Improvements or the Property or is located thereon or therein, including (without limitation) all Gaming Equipment, all machinery, equipment, furnishings, and electronic data-processing and other office equipment now owned or hereafter acquired by Borrower and any and all additions, substitutions and replacements of any of the foregoing), together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto.

“Equity Interests” shall mean shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

“Equity Payments” shall mean payments by Borrower with respect to Project Costs for the Renovation Project from sources other than Advances hereunder or other Indebtedness.

“EquityCo” shall mean EquityCo, L.L.C., a Nevada limited liability company and the sole member of MezzCo.

“EquityCo Warrant” shall mean that certain Warrant to Purchase Membership Interests, dated as of August 31, 2004, made by BH/RE with respect to up to 2.5% of the fully diluted Equity Interests in EquityCo, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“EquityCo Warrant Documents” shall mean, individually or collectively as the context indicates, the EquityCo Warrant and any other agreements, certificates, instruments and other documents evidencing, securing or pertaining to the transactions contemplated by the foregoing, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms hereof.

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“EquityCo Warrantholder” shall mean, individually or collectively as the context indicates, each holder from time to time of a EquityCo Warrant pursuant to the EquityCo Warrant Documents.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder, as in effect from time to time.

“ERISA Affiliate” shall mean any trade or business (whether or not incorporated) which together with the Borrower or any of its Affiliates would be treated as a single employer under the provisions of Title I or Title IV of ERISA.

“Event of Default” shall have the meaning set forth in Section 8.1(a).

“Excess Cash Flow” shall have the meaning set forth in Section 2.6.4(a).

“Excess Cash Flow Sweep Period” shall mean the period commencing on the date hereof and ending on the date that the Property shall have achieved a Debt Service Coverage Ratio (assuming for this purpose that the full Loan Amount has been advanced hereunder) of at least 1.05:1.00 for a calendar quarter.

“Excess Cash Reserve Account” shall have the meaning set forth in Section 7.7.

“Excess Cash Reserve Fund” shall have the meaning set forth in Section 7.7.

“Exchange Act” shall have the meaning set forth in Section 9.2(a).

“Exchange Act Filing” shall have the meaning set forth in Section 5.1.11(f).

“Excusable Delay” shall mean either (a) with respect to any Project, any event which causes a delay in the construction of such Project or otherwise causes a delay to Substantial Completion of such Project, or (b) with respect to any other relevant obligation or covenant of Borrower hereunder, any event which causes a delay or failure to perform such obligation or covenant; provided that, in the case of either of the foregoing clauses (a) or (b):

(i)            such event is outside the reasonable control of Borrower or its Affiliates; and

(ii)           such event does not arise out of (A) the negligence or willful misconduct of Borrower or any of its Affiliates, or (B) any cause or circumstance resulting from the insolvency, bankruptcy or any lack of funds of Borrower, Guarantor, any Trade Contractor or any of their respective Affiliates;

(iii)          to the extent such event arises out of the acts, omissions, late performance and/or failure to perform by one or more of the Trade Contractors, such delay shall not exceed thirty (30) days in the aggregate and Borrower has promptly commenced and diligently and continuously pursed all reasonable action to mitigate the impact of the delay; and

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(iv)          to the extent such event consists of an act of God (such as tornado, flood, hurricane and other similar events or occurrences), fires and other casualties, labor strikes, lockouts or other labor disturbances (except to the extent arising due to any acts or omissions of Borrower or its Affiliates), war, riots, insurrections or civil commotions; embargos, shortages or unavailability of materials, supplies, labor, equipment and systems that first arise after the date hereof, but only to the extent caused by another act, event or condition covered by this clause (iii), sabotage, vandalism, theft, changes in applicable laws enacted after the date hereof, orders or judgments, or any similar types of events; provided, however, that in each case (A) Borrower has promptly commenced and diligently and continuously pursed all reasonable action to mitigate the impact of the delay, (B) delays resulting from the foregoing shall not exceed one hundred and seventy-five (175) days in the aggregate, and (C) the period during which an Excusable Delay exists shall commence on the date that Borrower has given Lender written notice describing in reasonable detail the event which constitutes an Excusable Delay and shall end on the date that such Excusable Delay no longer exists as reasonably determined by Lender.

“Executive Options” shall mean, collectively, the rights of certain Borrower executives to acquire Equity Interests in MezzCo in an aggregate amount with respect to the foregoing, collectively, not to exceed ten percent (10%) of the Equity Interests in MezzCo pursuant to certain employee stock option plans to be granted by MezzCo upon terms set forth in the employment agreements of each of the foregoing, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Extended Maturity Date” shall mean, upon each valid exercise of an Extension Option pursuant to Section 2.7, the then applicable maturity date of the Loan taking into account such exercise of such Extension Option.

“Extension Option” shall have the meaning set forth in Section 2.7.

“Extension Term” shall have the meaning set forth in Section 2.7.

“Extension Term Sweep Period” shall mean any period during any Extension Term in which EBITDA with respect to the Property on a trailing twelve (12) month basis, as reasonably determined by Lender, shall be less than or equal to the following on the date of determination: (A) $105,000,000, with respect to the Third Loan Year (if any), (B) $120,000,000, with respect to the Fourth Loan Year (if any), and (C) $127,500,000, with respect to the Fifth Loan Year (if any).

“Extraordinary Expense” shall have the meaning set forth in Section 5.1.11(e).

“Fee Owner” shall have the meaning set forth in the introductory paragraph hereto.

“FF&E” shall mean, with respect to the Property, collectively, furnishings, Fixtures and Equipment located in the guest rooms, hallways, lobbies, restaurants, lounges, meeting and banquet rooms, parking facilities, public areas or otherwise in any portion of the Property, including (without limitation) all beds, chairs, bookcases, tables, carpeting, drapes, couches,

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luggage carts, luggage racks, bars, bar fixtures, radios, television sets, intercom and paging equipment, electric and electronic equipment, heating, lighting and plumbing fixtures, fire prevention and extinguishing apparatus, cooling and air-conditioning systems, elevators, escalators, stoves, ranges, refrigerators, laundry machines, tools, machinery, boilers, incinerators, switchboards, conduits, compressors, vacuum cleaning systems, floor cleaning, waxing and polishing equipment, cabinets, lockers, shelving, dishwashers, garbage disposals, washer and dryers, gaming equipment and other casino equipment and all other customary hotel and casino resort equipment and other tangible property owned by Borrower, or in which Borrower has or shall have an interest, now or hereafter located at the Property and useable in connection with the present or future operation and occupancy of the Property; provided, however, that FF&E shall not include (i) fixed asset supplies, including, but not limited to, linen, china, glassware, tableware, uniforms, other hotel inventory and similar items, whether used in connection with public space or guest rooms, (ii) items owned by tenants or by third party operators, or (iii) items owned by any PH Entity and leased or licensed to Borrower pursuant to the PH License.

“FF&E Reserve Account” shall have the meaning set forth in Section 7.3.1.

“FF&E Reserve Fund” shall have the meaning set forth in Section 7.3.1.

“Fifth Loan Year” shall mean, subject to the valid exercise of the applicable Extension Option pursuant to Section 2.7, the consecutive twelve (12) month period from December 9, 2010, to and including December 9, 2011.

“Final Completion” shall mean, with respect to any Project, that (i) Substantial Completion has occurred, (ii) final receipts have been received from each Trade Contractor, (iii) the Property (or relevant portion thereof relating to such Project) has received a temporary or permanent Certificate of Occupancy from the applicable Governmental Authority, (iv) an Architect Final Completion Certificate has been delivered to Lender, in form and substance reasonably acceptable to Lender, (v) a Borrower Final Completion Certificate has been delivered to Lender, in form and substance reasonably acceptable to Lender, and (vi) a Construction Consultant Final Completion Certificate has been delivered to Lender, in form and substance reasonably acceptable to Lender.

“First Loan Year” shall mean the period from the date hereof, to and including December 9, 2007.

“Fiscal Year” shall mean each twelve (12) month period commencing on January 1 and ending on December 31 during each year of the term of the Loan.

“Fitch” shall mean Fitch, Inc.

“Fixtures” shall mean, with respect to the Property, all Equipment now owned, or the ownership of which is hereafter acquired, by Borrower which is so related to the Land and the Improvements forming part of the Property that it is deemed fixtures or real property under applicable Legal Requirements, including, without limitation, all building or construction materials intended for construction, reconstruction, alteration, decoration or repair of or installation on the Property, construction equipment, appliances, machinery, plant equipment, fittings, apparatuses, fixtures and other items now or hereafter attached to, installed in or used in

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connection with (temporarily or permanently) any of the Improvements or the Land, including, but not limited to, engines, devices for the operation of pumps, pipes, plumbing, call and sprinkler systems, fire extinguishing apparatuses and equipment, heating, ventilating, incinerating, electrical, air conditioning and air cooling equipment and systems, gas and electric machinery, appurtenances and equipment, pollution control equipment, security systems, disposals, dishwashers, refrigerators and ranges, recreational equipment and facilities of all kinds, and water, gas, electrical, storm and sanitary sewer facilities, utility lines and equipment (whether owned individually or jointly with others, and, if owned jointly, to the extent of Borrower’s interest therein) and all other utilities whether or not situated in easements, all water tanks, water supply, water power sites, fuel stations, fuel tanks, fuel supply, and all other structures, together with all accessions, appurtenances, additions, replacements, betterments and substitutions or any of the foregoing and the proceeds thereof.

“Fourth Loan Year” shall mean, subject to the valid exercise of the applicable Extension Option pursuant to Section 2.7, the consecutive twelve (12) month period from December 9, 2009, to and including December 9, 2010.

“Future Funding” shall mean that portion of the Loan to be made by Lender to Borrower pursuant to this Agreement in an aggregate principal amount not to exceed the Future Funding Allocation.

“Future Funding Advance” shall mean any advance of any portion of the Future Funding Amount pursuant to this Agreement, including (without limitation) any Renovation Project Advance and any Future Project Advance.

“Future Funding Allocation” shall mean an amount equal to $60,330,000, being the maximum aggregate amount of Future Funding Advances to be made hereunder with respect to any Project or for any other purpose permitted hereunder, subject to reduction pursuant to Section 2.1.5.

“Future Funding Amount” shall mean such portion of the Future Funding as shall be advanced and outstanding from time to time (including, without limitation, any portion of the Future Funding that is advanced by Lender and deposited into any Reserve Account pursuant to the provisions hereof), in a maximum principal amount not to exceed the Future Funding Allocation and evidenced by the Note.

“Future Funding Reduction” shall have the meaning set forth in Section 2.1.5.

“Future Project” shall mean the construction, development and completion of any Future Project Improvements or other Alterations to all or any portion of the Property (other than the Timeshare Project Property), including (without limitation) the repair, renovation, replacement and/or installation of FF&E and any other Capital Expenditures at the Property (other than the Timeshare Project Property), in each case where the reasonably estimated amount of total Project Costs to be incurred in connection with such Future Project, together with the estimated amount of costs reasonably expected to be incurred in connection with all other Alterations with respect to all or any portion of the Property (other than the Timeshare Project Property) that would reasonably be considered to constitute a single project or group of related projects then being

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conducted or contemplated, shall exceed $2,500,000 in the aggregate, in each case as more particularly described in the applicable Project Documents relating to such Future Project, and all activities in furtherance thereof.

“Future Project Advance” shall mean an advance of any portion of the Future Funding Amount pursuant to the provisions of this Agreement with respect to Project Costs relating to any Future Project, including (without limitation) any disbursement of Future Project Reserve Funds from the Future Project Reserve Account.

“Future Project Improvements” shall mean, collectively, with respect to any Future Project, such existing and/or additional structures and other improvements to be renovated, repaired, replaced and/or constructed on portions of the Property (other than the Timeshare Project Property) comprising hotel, casino, recreation, retail and/or other amenities that benefit the Property (other than the Timeshare Project Property), as described in both the Project Plan and the Plans and Specifications for such Future Project reasonably approved by Lender from time to time in accordance with the terms hereof.

“Future Project Reserve Account” shall have the meaning set forth in Section 7.8.

“Future Project Reserve Funds” shall have the meaning set forth in Section 7.8.

“GAAP” shall mean generally accepted accounting principles in the United States of America as of the date of the applicable financial report or, when applied to computation of financial tests for purposes of this Agreement, as in effect on the date hereof.

“Gaming Applications” shall mean all applications, supporting documents and supplemental information required or requested by Gaming Authorities or pursuant to any applicable Gaming Law necessary to effectuate the OpBiz Pledge Agreement and the appointment of the Independent Persons.

“Gaming Authority” shall mean any of the Nevada Gaming Commission, the Nevada State Gaming Control Board, the Clark County Liquor and Gaming Licensing Board, the City of Las Vegas and any other gaming regulatory body or any agency which has, or may at any time after the Closing Date have, jurisdiction over the gaming activities at the Property or any successor to such authority.

“Gaming Equipment” shall mean any and all gaming devices (as defined in NRS 463.0155), gaming device parts inventory and other related gaming equipment and supplies used in connection with the operation of a casino, including (without limitation), slot machines, gaming tables, cards, dice, chips, tokens, player tracking systems, cashless wagering systems (as defined in NRS 463.014) and associated equipment (as defined in NRS 463.0136), which are located at the Casino Component, owned or leased by OpBiz and used or useable exclusively in the present or future operation of slot machines and live games at the Casino Component, together with all improvements and/or additions thereto and mobile gaming systems (as defined in Regulation 14.010(11) under NRS Chapter 463).

“Gaming Laws” shall mean the provisions of the Nevada Gaming Control Act, as amended from time to time, all regulations of the Nevada Gaming Commission promulgated

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thereunder, as amended from time to time, the provisions of the Clark County Code, as amended from time to time, and all other laws, statutes, rules, rulings, orders, ordinances, regulations and other Legal Requirements of any Gaming Authority.

“Gaming License” shall mean any license, qualification, franchise, accreditation, approval, registration, permit, finding of suitability or other authorization relating to gaming, the gaming business or the operation of a casino under the Gaming Laws or required by the Gaming Authorities or otherwise necessary for the operation of gaming, the gaming business or a resort casino.

“Gaming Liquidity Requirement” shall mean the minimum bankroll requirements for cash and cash equivalents required to be maintained by OpBiz pursuant to Gaming Laws in an amount no greater than is mandated by Nevada Gaming Commission Regulation 6.150.

“Gaming Operating Reserve” shall mean, with respect to the Casino Component, such cash funds and reserves that are held and maintained by OpBiz, in its capacity as the duly licensed operator of the Casino Component under applicable Gaming Laws, either on-site at the Property or in the Casino Accounts, including (without limitation) casino chips, tokens, checks and markers; provided that all such Gaming Operating Reserves (i) are established and maintained solely for use in the day to day operation and management of the Casino Component in the ordinary course of business, and (ii) are funded and maintained in accordance with the requirements of all applicable Gaming Laws and in amounts that are reasonable and customary for casino operations of a Comparable Standard (it being agreed that 110% of statutory or regulatory minimums shall be deemed a reasonable and customary minimum amount for these purposes).

“General Contractor” shall mean, subject to any applicable requirements of the Loan Documents, each of (i) M.J. Dean Construction, Inc., the general contractor engaged by (or on behalf of) Borrower with respect to the Renovation Project on the date hereof, (ii) any general contractor engaged by (or on behalf of) Borrower or any Affiliate thereof with respect to any Project from time to time after the date hereof and approved by Lender in its reasonable discretion, and (iii) any successor of any of the foregoing, in each case as approved by Lender in its reasonable discretion.

“General Contractor Agreement” shall mean, with respect to any General Contractor, any guaranteed maximum price contract or other general contractor or similar agreement entered into by (or on behalf of) Borrower or any Affiliate thereof with such General Contractor, in each case as approved by Lender in its reasonable discretion, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“General Contractor Consent” shall mean, with respect to any General Contractor, a General Contractor Certification and Consent Agreement executed and delivered by such General Contractor in favor of Lender and substantially in the form attached as Exhibit P, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms hereof.

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“General Reserve Account” shall have the meaning set forth in Section 7.9.

“General Reserve Funds” shall have the meaning set forth in Section 7.9.

“Governmental Approvals” shall mean all approvals, consents, waivers, orders, acknowledgments, authorizations, certificates, registrations, permits, environmental permits, and licenses required under applicable Legal Requirements to be obtained from any Governmental Authority for the ownership, use, occupancy and operation of, or otherwise relating to, the Property or any portion thereof.

“Governmental Authority” shall mean any national, state or local government (whether domestic or foreign), any political subdivision thereof or any other governmental or judicial, authority, body, agency, bureau or entity (including the Gaming Authorities, any zoning authority, the Federal Deposit Insurance Corporation, any central bank or any comparable authority) or any arbitrator with authority to bind the party at law.

“Gross Income from Operations” shall mean all sustainable income and proceeds (whether in cash or on credit, and computed on an accrual basis) received by Borrower or Manager for the use, occupancy or enjoyment of the Property, or any part thereof, or received by Borrower or Manager for the sale of any goods, services or other items sold on or provided from the Property in the ordinary course of the Property operation, including without limitation: (a) all income and proceeds received from rental of rooms, Leases and commercial space, meeting, conference and/or banquet space within the Property including net parking revenue; (b) all income and proceeds received from food and beverage operations and from catering services conducted from the Property even though rendered outside of the Property; (c) all income and proceeds from business interruption, rental interruption and use and occupancy insurance with respect to the operation of the Property (after deducting therefrom all necessary costs and expenses incurred in the adjustment or collection thereof); (d) all Awards for temporary use (after deducting therefrom all costs incurred in the adjustment or collection thereof and in Restoration of the Property); (e) all income and proceeds from judgments, settlements and other resolutions of disputes with respect to matters which would be includable in this definition of “Gross Income from Operations” if received in the ordinary course of the Property operation (after deducting therefrom all necessary costs and expenses incurred in the adjustment or collection thereof); and (f) interest on credit accounts, rent concessions or credits, and other required pass-throughs and interest on Reserve Funds; but excluding, (1) gross receipts received by lessees, licensees or concessionaires of the Property; (2) consideration received at the Property for hotel accommodations, goods and services to be provided at other hotels, although arranged by, for or on behalf of Borrower or Manager; (3) income and proceeds from the sale or other disposition of goods, capital assets and other items not in the ordinary course of the Property operation; (4) federal, state and municipal excise, sales and use taxes collected directly from patrons or guests of the Property as a part of or based on the sales price of any goods, services or other items, such as gross receipts, room, admission, cabaret or equivalent taxes; (5) Awards (except to the extent provided in clause (d) above); (6) refunds of amounts not included in Operating Expenses at any time and uncollectible accounts; (7) gratuities collected by the Property employees; (8) the proceeds of any financing; (9) other income or proceeds resulting other than from the use or occupancy of the Property, or any part thereof, or other than from the sale of goods, services or other items sold on or provided from the Property in the

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ordinary course of business; and (10) any credits or refunds made to customers, guests or patrons in the form of allowances or adjustments to previously recorded revenues.

“Guarantee Fee Agreement” shall mean that certain Guarantee Fee Agreement, dated as of the date hereof, between Borrower and each BH Guarantor, pursuant to which Borrower is obligated to pay an annual credit enhancement fee to each BH Guarantor, such payment being subject to the deferral provisions set forth therein and subordinate to the repayment of the Debt in full pursuant to the Loan Documents, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“Guarantor” shall mean, individually or collectively as the context indicates, the following (i) with respect to the BH Recourse Guaranty, each BH Guarantor, subject to the limitations on liability with respect to each of the foregoing set forth therein, (ii) with respect to the RE Recourse Guaranty, RE Guarantor, subject to the limitations on liability set forth therein, (iii) with respect to the DT Recourse Guaranty, DT Guarantor, subject to the limitations on liability set forth therein, and (iv) with respect to the Completion Guaranty, each BH Guarantor and RE Guarantor, subject to the limitations on liability with respect to each of the foregoing set forth therein.

“Guaranty” shall mean, individually or collectively as the context indicates, the BH Recourse Guaranty, the RE Recourse Guaranty, the DT Recourse Guaranty and the Completion Guaranty.

“Hard Costs” shall mean, with respect to the Renovation Project, collectively, the costs set forth in the Renovation Project Budget which are for labor, materials, equipment, furniture and fixtures.

“Hazardous Substances” shall mean any and all substances (whether solid, liquid or gas) defined, listed, or otherwise classified as pollutants, hazardous wastes, hazardous substances, hazardous materials, extremely hazardous wastes, or words of similar meaning or regulatory effect under any present or future Environmental Laws or that is reasonably likely to have a negative impact on human health or the environment, including, but not limited to, petroleum and petroleum products, asbestos and asbestos-containing materials, polychlorinated biphenyls, lead, radon, mold, mycotoxins, microbial matter, airborne pathogens (naturally occurring or otherwise), radioactive materials, flammables and explosives, but excluding substances of kinds and in amounts ordinarily and customarily used or stored in properties similar to the Property for the purposes of cleaning or other maintenance or operations by Borrower and/or any tenants or licensees at the Property and otherwise in compliance with all applicable Environmental Laws.

“Hotel Component” shall mean that portion of the Property devoted to the operation of a hotel and related facilities and leased by Fee Owner to OpBiz pursuant to the Hotel Component Lease, excluding the Casino Component, but including (without limitation) (i) all guest rooms and suites, hotel amenities, restaurants, conference centers, meeting, banquet and other public rooms, spa, parking spaces and other facilities of the hotel portion of the Property, (ii) the TPA Component, and (iii) the Utility Component, all of the foregoing being located on the Hotel Component Premises and more particularly described and set forth in the Hotel Component Lease.

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“Hotel Component Lease” shall mean that certain Lease Agreement, dated as of the date hereof, between Fee Owner, as lessor, and OpBiz, as lessee, pursuant to which Fee Owner has leased the Hotel Component to OpBiz upon and subject to the terms set forth therein, as the same may be amended, supplemented, replaced or otherwise modified from time to time in accordance with the provisions hereof.

“Hotel Component Premises” shall mean that portion of the Property described on Schedule II-B attached hereto, as the same may be adjusted from time to time after the date hereof solely to the extent required in order comply with applicable Gaming Laws.

“Improvements” shall have the meaning set forth in the granting clause of the Security Instrument.

“Indebtedness” of a Person, at a particular date, means the sum (without duplication) at such date of (a) all indebtedness or liability of such Person (including, without limitation, amounts for borrowed money and indebtedness in the form of mezzanine debt and preferred equity); (b) obligations evidenced by bonds, debentures, notes, or other similar instruments; (c) obligations for the deferred purchase price of property or services (including trade obligations); (d) obligations under letters of credit; (e) obligations under acceptance facilities; (f) all guaranties, endorsements (other than for collection or deposit in the ordinary course of business) and other contingent obligations to purchase, to provide funds for payment, to supply funds, to invest in any Person or entity, or otherwise to assure a creditor against loss; and (g) obligations secured by any Liens, whether or not the obligations have been assumed.

“Indemnified Liabilities” shall have the meaning set forth in Section 10.13(b).

“Indemnified Persons” shall have the meaning set forth in Section 9.2(b).

“Indemnifying Person” shall mean each of Borrower and Guarantor.

“Independent Person” shall mean a Person who is not at the time of initial appointment, or at any time while serving as a director or manager, as applicable, and has not been at any time during the preceding five (5) years:  (a) a stockholder, director (with the exception of serving as the Independent Person), officer, employee, partner, member, attorney or counsel of Borrower or any of its Affiliates; (b) a customer, supplier or other person who derives any of its purchases or revenues from its activities with Borrower or any of its Affiliates; (c) a Person Controlling or under common Control with any such stockholder, director, officer, partner, member, customer, supplier or other Person; or (d) a member of the immediate family of any such stockholder, director, officer, employee, partner, member, customer, supplier or other person.  A Person who satisfies the foregoing definition other than clause (b) of this definition shall not be disqualified from serving as an Independent Person of Borrower if such individual is an Independent Person provided by a nationally recognized company that provides professional independent directors and other corporate services in the ordinary course of its business.  A Person who otherwise satisfies the foregoing definition other than clause (a) of this definition by reason of being the independent director of a “Special Purpose Entity” affiliated with Borrower shall not be disqualified from serving as an Independent Person of Borrower if such Person is either (i) an Independent Person provided by a nationally recognized company that provides professional

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independent directors and other corporate services in the ordinary course of its business, or (ii) the fees that such Person earns from serving as independent director of Affiliates of Borrower constitute in the aggregate less than five percent (5%) of such individual’s annual income.  Notwithstanding the immediately preceding sentence (except as permitted in clause (a) of this definition) an Independent Person may not simultaneously serve as Independent Person of Borrower and independent director of a Special Purpose Entity that owns a direct or indirect equity interest in any Borrower.

“Initial Maturity Date” shall mean December 9, 2008.

“Initial Project Advance” shall mean, with respect to each Project, the initial Project Advance to be made pursuant to this Agreement.

“Insolvency Opinion” shall mean that certain non-consolidation opinion letter dated the date hereof delivered by Greenberg Traurig, LLP in connection with the Loan.

“Insurance Premiums” shall have the meaning set forth in Section 6.1(b).

“Insurance Proceeds” shall have the meaning set forth in Section 6.4(b).

“Interest Period” shall mean, with respect to any Payment Date, the period commencing on the ninth (9th) day of the preceding calendar month and terminating on the eighth (8th) day of the calendar month in which such Payment Date occurs; provided, that no Interest Period shall end later than the Maturity Date (other than for purposes of calculating interest at the Default Rate), and the initial Interest Period shall begin on the Closing Date and shall end on the immediately following eighth (8th) day of the calendar month.

“Interest Rate Cap Agreement” shall mean, as applicable, an Interest Rate Cap Agreement (together with the confirmation and schedules relating thereto) in form and substance reasonably satisfactory to Lender between Borrower and an Acceptable Counterparty or a Replacement Interest Rate Cap Agreement.

“Interest Release Trigger Date” shall have the meaning set forth in Section 7.4.4.

“Interest Reserve Account” shall have the meaning set forth in Section 7.4.1.

“Interest Reserve Fund” shall have the meaning set forth in Section 7.4.1.

“Lease” shall mean any lease, sublease or subsublease, letting, license, concession or other agreement (whether written or oral and whether now or hereafter in effect) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of any space in the Property (other than short term arrangements with transient hotel guests entered into in the usual course of business), and (a) every modification, amendment or other agreement relating to such lease, sublease, subsublease, or other agreement entered into in connection with such lease, sublease, subsublease, or other agreement and (b) every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto.

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“Legal Requirements” shall mean all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities affecting the Property or any part thereof, or the construction, use, alteration or operation thereof, or any part thereof, whether now or hereafter enacted and in force, and all permits, licenses and authorizations and regulations relating thereto, and all covenants, agreements, restrictions and encumbrances contained in any instruments, either of record or known to Borrower, at any time in force affecting the Property or any part thereof, including, without limitation, any which may (a) require repairs, modifications or alterations in or to the Property or any part thereof, or (b) in any way limit the use and enjoyment thereof.

“Lender” shall have the meaning set forth in the introductory paragraph hereto, together with its successors and assigns.

“Letter of Credit” shall mean an irrevocable, unconditional, transferable, clean sight draft letter of credit, as the same may be replaced, split, substituted, modified, amended, supplemented, assigned or otherwise restated from time to time, (either an evergreen letter of credit or a letter of credit which does not expire until at least two (2) Business Days after the Maturity Date or such earlier date as such Letter of Credit is no longer required pursuant to the terms of this Agreement) in favor of Lender and entitling Lender to draw thereon based solely on a statement purportedly executed by an officer of Lender stating that it has the right to draw thereon, and issued by a domestic Approved Bank or the U.S. agency or branch of a foreign Approved Bank, or if there are no domestic Approved Banks or U.S. agencies or branches of a foreign Approved Bank then issuing letters of credit, then such letter of credit may be issued by a domestic bank, the long term unsecured debt rating of which is the highest such rating then given by the Rating Agency or Rating Agencies, as applicable, to a domestic commercial bank.

“Liabilities” shall have the meaning set forth in Section 9.2(b).

“LIBOR” shall mean, with respect to each Interest Period, the rate (expressed as a percentage per annum and rounded upward, if necessary, to the next nearest 1/1000 of 1%) for deposits in U.S. dollars, for a 30 day period, that appears on Telerate Page 3750 (or the successor thereto) as of 11:00 a.m., London time, on the related Determination Date.  If such rate does not appear on Telerate Page 3750 as of 11:00 a.m., London time, on such Determination Date, LIBOR shall be the arithmetic mean of the offered rates (expressed as a percentage per annum) for deposits in U.S. dollars for a one-month period that appear on the Reuters Screen Libor Page as of 11:00 a.m., London time, on such Determination Date, if at least two such offered rates so appear.  If fewer than two such offered rates appear on the Reuters Screen Libor Page as of 11:00 a.m., London time, on such Determination Date, Lender shall request the principal London office of any four major reference banks in the London interbank market selected by Lender to provide such bank’s offered quotation (expressed as a percentage per annum) to prime banks in the London interbank market for deposits in U.S. dollars for a one-month period as of 11:00 a.m., London time, on such Determination Date for the amounts of not less than U.S. $1,000,000.  If at least two such offered quotations are so provided, LIBOR shall be the arithmetic mean of such quotations.  If fewer than two such quotations are so provided, Lender shall request any three major banks in New York City selected by Lender to provide such bank’s rate (expressed as a percentage per annum) for loans in U.S. dollars to leading European banks

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for a one-month period as of approximately 11:00 a.m., New York City time on the applicable Determination Date for amounts of not less than U.S. $1,000,000.  If at least two such rates are so provided, LIBOR shall be the arithmetic mean of such rates.  LIBOR shall be determined conclusively by Lender or its agent (absent manifest error).

“LIBOR Loan” shall mean the Loan at such time as interest thereon accrues at a rate of interest based upon LIBOR.

“License Subordination Agreement” shall mean that certain Licensor Subordination and Cooperation Agreement, dated as of the date hereof, by PHI, PHMemo and PHIV in favor of Lender and consented to by Borrower, as the same may be amended, supplemented, replaced or otherwise modified from time to time in accordance with the provisions hereof.

“Licensors” shall mean, collectively, PHI, PHMemo and PHIV.

“Lien” shall mean any mortgage, deed of trust, lien, pledge, hypothecation, assignment, security interest, or any other encumbrance, charge or transfer of, on or affecting Borrower, the Property, any portion thereof or any interest therein, including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, the filing of any financing statement, and mechanic’s, materialmen’s and other similar liens and encumbrances.

“Line Item” shall mean, with respect to any Project, a line item of cost or expense set forth in the Project Budget relating to such Project, as the same may be adjusted in compliance with the terms hereof.

“Loan” shall mean the loan made by Lender to Borrower pursuant to this Agreement in a maximum principal amount not to exceed the Loan Amount, which shall be comprised of the Base Loan and the Future Funding and shall be evidenced by the Note.

“Loan Amount” shall mean the amount equal to the sum of (i) the Base Loan Amount, and (ii) the Future Funding Amount.

“Loan Documents” shall mean, collectively, all documents, agreements, certificates and instruments set forth on Exhibit A attached hereto, including (without limitation) this Loan Agreement, the Note, each Security Instrument, the Assignment of Leases, the Assignment of Contracts, the Assignment of Management Agreement, the Environmental Indemnity, each Guaranty, the Collection Account Agreement, the Cash Management Account Agreement, the Collateral Assignment of Interest Rate Cap Agreement, the Collateral Assignment of Timeshare Project Proceeds, the License Subordination Agreement and the O&M Agreement, together with any other documents, agreements, certificates and instruments executed and/or delivered by or on behalf of any Borrower Party or its Affiliates which evidences, secures or otherwise relates to the Loan, in each case as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“Loan to Value Ratio” shall mean the ratio, as of a particular date, in which the numerator is equal to the outstanding principal balance of the Loan and the denominator is equal

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to the appraised value of the Property as determined by Lender in its reasonable discretion based on a third party appraisal.

“Lockout Release Date” shall mean December 9, 2007.

“London Business Day” shall mean any day other than a Saturday, Sunday or any other day on which commercial banks in London, England are not open for business.

“Losses” shall have the meaning set forth in Section 9.3(a).

“Major Lease” shall mean any of the following: (i) any Lease of space at the Property for retail, restaurant or any other use in excess of 25,000 square feet to a single tenant or by the aggregate of one or more affiliated tenants, (ii) any Lease of space at the Property for retail, restaurant or any other use providing for net rental payments (including, without limitation, percentage rent) in excess of $750,000 per annum to a single tenant or by the aggregate of one or more affiliated tenants, (iii) any Lease of space at the Property with an Affiliate of Borrower, or (iv) any Lease that is not the result of arm’s length negotiations; provided, however, that the Casino Component Lease, the Hotel Component Lease, the TPA Component Lease and the Utility Component Lease shall not constitute Major Leases for the purposes hereof.

“Major Trade Contract” shall mean, collectively, (i) with respect to the Renovation Project, any Trade Contract, having a contract or purchase price, as the case may be, whether initially or thereafter by virtue of any Change Order or Change Orders, equal to or in excess of $2,000,000, provided that, for purposes of this definition, multiple Trade Contracts with a single contractor or supplier, or an Affiliate thereof, as the case may be, shall be deemed to be one Trade Contract, and (ii) with respect to any other Project, the Trade Contracts with Trade Contractors representing the five (5) highest price contracts for the contracting work with respect to such Project.

“Major Trade Contractor” shall mean any contractor or supplier, as the case may be, under a Major Trade Contract.

“Major Trade Contractor Consent” shall mean, with respect to any Project, a Major Trade Contractor Consent and Agreement executed and delivered by a Major Trade Contractor in favor of Lender, substantially in the form attached as Exhibit Q, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“Management Agreement” shall mean (i) with respect to the Hotel Component, that certain Management Contract for the Planet Hollywood Hotel and Casino, a Sheraton Hotel, dated as of April 23, 2003, between OpBiz and Sheraton, as amended by the BH/RE-Starwood Agreement and further amended by that certain Tri-Party Agreement and Guaranty, dated as of the date hereof, by and among Sheraton, OpBiz and Fee Owner, and as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms hereof, (ii) with respect to the Property, any other management agreement in form and substance reasonably acceptable to Lender and otherwise in compliance with the terms hereof, entered into by and between Borrower (as applicable) and any Manager, pursuant to which such Manager is to provide management and other services with respect to the

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Property or any portion thereof, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms hereof, and (iii) if the context requires, any Replacement Management Agreement, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“Manager” shall mean (i) on the date hereof, Sheraton Manager with respect to the Hotel Component, or (ii) after the date hereof, any other Qualified Manager who is managing the Property (or any portion thereof) in accordance with the terms and provisions of this Agreement.

“Material Adverse Effect” shall mean any event or condition that has a material adverse effect on (i) the Property taken as a whole, (ii) the business, profits, operations or financial condition of Borrower, taken as a whole, (iii) the ability of Borrower to repay the principal and interest of the Loan as it becomes due or to perform and satisfy when due or required any of Borrower’s other material obligations under any of the Loan Documents (taking into consideration any applicable grace, notice and cure periods), (iv) the ability of any Guarantor to pay, perform and satisfy when due or required any of such Guarantor’s material obligations under the Loan Documents, (v) the enforceability or validity of any Loan Document or the perfection or priority of any Lien created under any Loan Document, or (vi) the rights, interests and remedies of Lender under the Loan Documents.

“Material Alteration” shall mean any Alteration with respect to all or a portion of the Property that, when aggregated with all other related Alterations at the Property and/or other Alterations at the Property that would reasonably be considered to constitute a single project then being conducted or contemplated involve an estimated total cost in excess of $2,500,000; provided that, Alterations shall not include (A) merely decorative work such as painting, wall papering, carpeting and replacement of FF&E to the extent being of a routine and recurring nature, performed in the ordinary course of business and are funded from the FF&E Reserve Fund pursuant to Section 7.3.2; (B) tenant improvement work performed pursuant to the terms of any Lease entered into in accordance with the terms hereof, so long as such work does not adversely affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (C) any Alterations which are performed in connection with the Restoration of any portion of the Property after the occurrence of a Casualty in accordance with the terms and provisions of this Agreement, or (D) any Work comprising a portion of any Project conducted in accordance with the terms and provisions of this Agreement.

“Material Operating Agreements” shall mean,  individually or collectively as the context indicates, the following (a) any Management Agreement, (b) the Casino Component Lease, (c) the Hotel Component Lease, (d) the Utility Component Lease and the Utility Services Agreement (f) each Timeshare Project Document, (g) the Parking Agreement, (h) the REA, (i) the PH License, (j) each Casino Expansion Lease, (k) the Settlement Agreement, (l) the MezzCo Warrant Documents, (k) the EquityCo Warrant Documents, (l) any material agreement or other documents evidencing or otherwise relating to the Executive Options, (m) the Guarantee Fee Agreement, and (n) any other Operating Agreement entered into after the Closing Date by, or on behalf of Borrower or any Manager or any other Person on their behalf with respect to the Property or any portion thereof, which (i) requires in excess of an aggregate of $5,000,000 in

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payments by or on behalf of Borrower or any Manager to be paid in connection with any termination thereof, or (ii) requires in excess of $5,000,000 in annual payments by or on behalf of Borrower or any Manager regardless of the term of such Operating Agreement, in each case as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms hereof; provided, however, that Material Operating Agreements shall not include aircraft hire and other transportation arrangements entered into from time to time with an Affiliate of Borrower in the ordinary course of business so long as such arrangements are on terms that are fair and commercially reasonable in all material respects and are no less favorable to Borrower than would be obtained in a comparable arms-length transaction with an unrelated third party.

“Maturity Date” shall mean the Initial Maturity Date or, if applicable, the Extended Maturity Date, or such other date on which the final payment of principal of the Note becomes due and payable as therein or herein provided, whether at such stated maturity date, by declaration of acceleration, or otherwise; provided that in no event shall the Maturity Date be later than December 9, 2011.

“Maximum Legal Rate” shall mean the maximum nonusurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the indebtedness evidenced by the Note and as provided for herein or the other Loan Documents, under the laws of such state or states whose laws are held by any court of competent jurisdiction to govern the interest rate provisions of the Loan.

“Mezz I Borrower” shall mean PH Mezz I, LLC, a Delaware limited liability company and the sole member of Fee Owner, together with its successors and permitted assigns.

“Mezz II Borrower” shall mean PH Mezz II, LLC, a Delaware limited liability company and the sole member of Mezz I Borrower.

“MezzCo” shall mean MezzCo, L.L.C., a Nevada limited liability company and the sole member of OpBiz and Mezz II Borrower.

“MezzCo Warrant” shall mean, individually or collectively as the context indicates, each Amended and Restated Warrant to Purchase Membership Interests of MezzCo, dated as of August 9, 2004, issued by MezzCo to the MezzCo Warrantholders, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“MezzCo Warrant Documents” shall mean, individually or collectively as the context indicates, the MezzCo Warrant and any other agreements, certificates, instruments and other documents evidencing, securing or pertaining to the transactions contemplated by the foregoing, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“MezzCo Warrantholder” shall mean, individually or collectively as the context indicates, each holder from time to time of a MezzCo Warrant pursuant to the MezzCo Warrant Documents.

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“Moody’s” shall mean Moody’s Investors Service, Inc.

“Multiemployer Plan” shall mean as to any Person, a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA and to which such Person is making, or is obligated to make (or made or was obligated to make in the preceding five-year period) contributions.

“Net Cash Flow” shall mean, for any period, the amount obtained by subtracting Operating Expenses and Capital Expenditures for such period from Gross Income from Operations for such period.

“Net Cash Flow Schedule” shall have the meaning set forth in Section 5.1.11(b).

“Net Operating Income” shall mean, for any period, the amount obtained by subtracting Operating Expenses for such period from Gross Income from Operations for such period.

“Net Proceeds” shall have the meaning set forth in Section 6.4(b).

“Net Proceeds Deficiency” shall have the meaning set forth in Section 6.4(b)(vi).

“New Mezzanine Borrower” shall have the meaning set forth in Section 9.1.2(b).

“New Mezzanine Loan” shall have the meaning set forth in Section 9.1.2(b).

“Note” shall mean that certain Promissory Note of even date herewith in the principal amount of up to $820,000,000, made by Borrower in favor of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“O&M Agreement” shall mean that certain Operations and Maintenance Agreement, dated as of the date hereof, between Borrower and Lender given in connection with the Loan, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Officer’s Certificate” shall mean a certificate delivered to Lender by Borrower which is signed by an authorized senior officer of Borrower or by the general partner or managing member of Borrower, as applicable.

“OpBiz” shall have the meaning set forth in the introductory paragraph hereto.

“OpBiz Pledge Agreement” shall mean that certain Pledge and Security Agreement, dated as of the date hereof, by MezzCo in favor of Lender with respect to the interests in OpBiz, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Operating Agreement” shall mean, individually or collectively as the context indicates, any agreement entered into by Borrower, any Affiliate thereof or by any other Person on behalf of Borrower or any Affiliate thereof or otherwise binding upon Borrower, relating to the ownership, operation or maintenance of the Property or any portion thereof; provided that the foregoing shall not include (i) usual and customary contracts, agreements and arrangements with

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respect to guests staying at the Hotel Component entered into with third parties that, when taken as a whole with all other such agreements with respect to the Hotel Component, are on an arm’s-length basis in the ordinary course of business, (ii) contracts or agreements entered into with any performing artist in the ordinary course of business in respect of events or performances held at the Property, and (iii) usual and customary arrangements with respect to activities at the Casino Component entered into with third party casino players on an arm’s-length basis in the ordinary course of business.

“Operating Expenses” shall mean, for any period, the total of all expenditures, computed in accordance with GAAP, of whatever kind during such period relating to the operation, maintenance and management of the Property that are incurred on a regular monthly or other periodic basis, including without limitation, utilities, ordinary repairs and maintenance (which ordinary repairs and maintenance for the purposes of this definition shall be no less than an assumed expense of $100,000 per month), insurance, license fees, property taxes and assessments, advertising expenses, management fees, payments required to be made to Utility Provider pursuant to the Utility Service Agreement, payroll and related taxes, computer processing charges, tenant improvements and leasing commissions, operational equipment or other lease payments as reasonably approved by Lender (as and to the extent such approval is required hereunder), and other similar costs, but excluding depreciation, Debt Service, Capital Expenditures, and contributions to the Tax and Insurance Escrow Fund, the FF&E Reserve Fund and any other reserves required under the Loan Documents.

“Operating Permits” shall have the meaning set forth in Section 4.1.21.

“Other Charges” shall mean all ground rents, maintenance charges, impositions other than Taxes, and any other charges, including, without limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Property, now or hereafter levied or assessed or imposed against the Property or any part thereof.

“Parking Agreement” shall mean that certain Common Parking Area Use Agreement, dated as of February 26, 1998, by and between OpBiz (as assignee thereunder) and Retail Mall Owner (as assignee thereunder), as amended and modified by the terms of the Order of the Bankruptcy Court, entered October 7, 2002 and as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“Patents” shall mean, collectively, all letters patent, whether under the laws of the United States or any other country or jurisdiction, all recordings and registrations thereof and applications therefor, including, without limitation, the inventions described therein, all reissues, continuations, divisions, renewals, extensions, continuations-in-part thereof, in each case whether now owned or existing or hereafter acquired or arising.

“PATRIOT Act Certification” shall mean, with respect to any Person, a certification in substantially the same form as the form of certification attached hereto as Exhibit R and otherwise reasonably acceptable to Lender.

“Payment Date” shall mean the ninth (9th) day of each calendar month during the term of the Loan or, if such day is not a Business Day, the immediately preceding Business Day.

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“PBGC” shall mean the Pension Benefit Guaranty Corporation or any successor.

“Pension Plan” shall mean any Plan which is subject to the provisions of Title IV of ERISA.

“Permitted Encumbrances” shall mean, collectively, any of the following: (a) the Liens and security interests created by the Loan Documents, (b) with respect to the Resort Land and the Improvements thereon and the Timeshare Project Land and the Improvements thereon, all Liens, encumbrances and other matters disclosed in the Title Insurance Policy delivered to Lender on or prior to the date hereof, (c) Liens, if any, for Taxes imposed by any Governmental Authority not yet due or delinquent, (d) Liens in respect to property or assets imposed by law which are incurred in the ordinary course of business and which are bonded or insured over to Lender’s reasonable satisfaction and are being diligently contested by Borrower (at its own cost and expense) in appropriate legal proceedings in accordance with the terms of this Agreement, (e) any attachment or judgment lien on the Property, provided that the judgment it secures shall have been discharged or execution thereof stayed pending appeal within the earlier of sixty (60) days after the entry thereof and the date that is ten (10) days prior to the earlier to occur of the Maturity Date or the date on which the Property is scheduled to be sold for non-payment, and, in the case of a stay pending appeal, shall have been discharged within the earlier of sixty (60) days after the expiration of any such stay and the date that is ten (10) days prior to the earlier to occur of the Maturity Date or the date on which the Property is scheduled to be sold for non-payment, (f) easements, rights-of-way, restrictions (including zoning restrictions), defects or irregularities in title affecting the Property to which like properties are commonly subject which have not been granted or created by Borrower in violation of any term of this Agreement prohibiting such grant or creation and which do not (i) interfere with the benefits to be provided by the Security Instrument encumbering the Property, (ii) adversely affect the operation, use, value, enjoyment or marketability of the Property in any material respect, or (iii) adversely affect Borrower’s ability to repay the Loan in full (g) Leases and the rights of tenants thereunder (as tenants only) in existence on the date hereof or otherwise permitted to be entered into in accordance with the terms hereof, and (h) such other title and survey exceptions as Lender has approved or may approve in writing in Lender’s sole discretion.

“Permitted Indebtedness” shall mean, collectively, (a) the Debt, (b) unsecured trade and operational debt (including equipment financing leases) relating to the ownership and operation of the Property and the routine administration of Borrower incurred in the ordinary course of business with trade creditors and in amounts as are normal and reasonable under the circumstances, are not evidenced by a note, are required to be paid within sixty (60) days after same are incurred and are paid when due; provided, that the aggregate amount of Indebtedness described in the foregoing clause (b) (including capital leases and any accrued and unpaid amounts payable by Borrower to any BH Guarantor pursuant to, and in accordance with, the terms of the Guarantee Fee Agreement, but excluding such indebtedness that relates solely to any Project) shall not exceed three and a half percent (3.5%) of the Loan Amount, (c) accrued and unpaid payroll, benefits and payroll taxes with respect to employees of OpBiz or its Affiliates engaged with respect to the Property incurred in the ordinary course of business and paid when due, provided that the aggregate amount of Indebtedness described in the foregoing clause (c) (other than to the extent such indebtedness relates solely to any Project) shall not exceed three percent (3%) of the Loan Amount, (d) agreements with providers of Gaming Equipment entered

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into in the ordinary course of business and paid when due pursuant to which OpBiz is required to split profits derived from the operation thereof, (e) usual and customary gaming deposits accepted in the ordinary course of business with respect to the operation of the Casino Component, including (without limitation) slot club point liability, customer deposits, unpaid tickets and progressive reserves, (f) payments required to be made by Borrower to Utility Provider pursuant to the Utility Service Agreement (which payments are made by Borrower as an Operating Expense), and (g) such other Indebtedness specifically permitted pursuant to this Agreement.

“Permitted Investments” shall mean any one or more of the following obligations or securities with maturities of not more than three hundred sixty-five (365) days acquired at a purchase price of not greater than par, including those issued by Lender, the trustee under any Securitization or any of their respective Affiliates, payable on demand or having a maturity date not later than the Business Day immediately prior to the first Payment Date following the date of acquiring such investment and meeting one of the appropriate standards set forth below:

(i)            obligations of, or obligations fully guaranteed as to payment of principal and interest by, the United States or any agency or instrumentality thereof, provided such obligations are backed by the full faith and credit of the United States of America including, without limitation, obligations of:  the U.S. Treasury (all direct or fully guaranteed obligations), the Farmers Home Administration (certificates of beneficial ownership), the General Services Administration (participation certificates), the U.S. Maritime Administration (guaranteed Title XI financing), the Small Business Administration (guaranteed participation certificates and guaranteed pool certificates), the U.S. Department of Housing and Urban Development (local authority bonds) and the Washington Metropolitan Area Transit Authority (guaranteed transit bonds); provided, however, that the investments described in this clause (i) must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an “r” highlighter affixed to their rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity;

(ii)           Federal Housing Administration debentures;

(iii)          obligations of the following United States government sponsored agencies:  Federal Home Loan Mortgage Corp. (debt obligations), the Farm Credit System (consolidated systemwide bonds and notes), the Federal Home Loan Banks (consolidated debt obligations), the Federal National Mortgage Association (debt obligations), the Financing Corp. (debt obligations), and the Resolution Funding Corp. (debt obligations); provided, however, that the investments described in this clause (iii) must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an “r” highlighter affixed to their rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity;

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(iv)          federal funds, unsecured certificates of deposit, time deposits, bankers’ acceptances and repurchase agreements with maturities of not more than 365 days of any bank, the short-term obligations of which at all times are rated in the highest short-term rating category by each Rating Agency (or, if not rated by all Rating Agencies, rated by at least one Rating Agency in the highest short-term rating category and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the initial, or, if higher, then current ratings assigned to the Securities); provided, however, that the investments described in this clause (iv) must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an “r” highlighter affixed to their rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity;

(v)           fully Federal Deposit Insurance Corporation-insured demand and time deposits in, or certificates of deposit of, or bankers’ acceptances issued by, any bank or trust company, savings and loan association or savings bank, the short-term obligations of which at all times are rated in the highest short-term rating category by each Rating Agency (or, if not rated by all Rating Agencies, rated by at least one Rating Agency in the highest short-term rating category and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the initial, or, if higher, then current ratings assigned to the Securities); provided, however, that the investments described in this clause (v) must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an “r” highlighter affixed to their rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity;

(vi)          debt obligations with maturities of not more than 365 days and at all times rated by each Rating Agency (or, if not rated by all Rating Agencies, rated by at least one Rating Agency and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the initial, or, if higher, then current ratings assigned to the Securities) in its highest long-term unsecured rating category; provided, however, that the investments described in this clause (vi) must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an “r” highlighter affixed to their rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity;

(vii)         commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations payable on demand or on a specified date not more than one year after the date of issuance thereof) with maturities of not more than

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365 days and that at all times is rated by each Rating Agency (or, if not rated by all Rating Agencies, rated by at least one Rating Agency and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the initial, or, if higher, then current ratings assigned to the Securities) in its highest short-term unsecured debt rating; provided, however, that the investments described in this clause (vii) must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an “r” highlighter affixed to their rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity;

(viii)        units of taxable money market funds, which funds are regulated investment companies, seek to maintain a constant net asset value per share and invest solely in obligations backed by the full faith and credit of the United States, which funds have the highest rating available from each Rating Agency (or, if not rated by all Rating Agencies, rated by at least one Rating Agency and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the initial, or, if higher, then current ratings assigned to the Securities) for money market funds; and

(ix)           any other security, obligation or investment which has been approved as a Permitted Investment in writing by (A) Lender and (B) each Rating Agency, as evidenced by a written confirmation that the designation of such security, obligation or investment as a Permitted Investment will not, in and of itself, result in a downgrade, qualification or withdrawal of the initial, or, if higher, then current ratings assigned to the Securities by such Rating Agency;

provided, however, that in the judgment of the Lender, such instrument continues to qualify as a “cash flow investment” pursuant to Section 860G(a)(6) of the Bankruptcy Code earning a passive return in the nature of interest and that no obligation or security shall be a Permitted Investment if (A) such obligation or security evidences a right to receive only interest payments, or (B) the right to receive principal and interest payments on such obligation or security are derived from an underlying investment that provides a yield to maturity in excess of one hundred twenty percent (120%) of the yield to maturity at par of such underlying investment.

“Permitted Transfer” shall have the meaning set forth in Section 5.2.10.

“Person” shall mean any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.

“Personal Property” shall have the meaning set forth in the granting clause of each Security Instrument.

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“PH Entity” shall mean, individually or collectively as the context indicates, each of PHI, PHIV and PHMemo.

“PHI” shall mean Planet Hollywood International, Inc., a Delaware corporation, in its capacity as a party to the PH License, together with its successors and assigns in such capacity.

“PHIV” shall mean Planet Hollywood (Region IV), Inc., a Minnesota corporation, in its capacity as a party to the PH License, together with its successors and assigns in such capacity.

“PH License” shall mean that certain Amended and Restated Planet Hollywood Resort & Casino Licensing Agreement, dated as of August 9, 2004, among Borrower, PHI, PHMemo and PHIV, as supplemented by that certain letter agreement dated as of August 9, 2004 and executed by PHI, PHMemo and PHIV, and as amended by that certain Amendment to Amended and Restated Planet Hollywood Resort & Casino Licensing Agreement, dated as of the date hereof, as the same may be amended, supplemented, replaced or otherwise modified from time to time in accordance with the provisions hereof.

“PHMemo” shall mean Planet Hollywood Memorabilia, Inc., a Florida corporation, in its capacity as a party to the PH License, together with its successors and assigns in such capacity.

“PH Security Agreement” shall mean that certain Security Agreement, dated as of the date hereof, by and among PHI, PHIV and PHMemo in favor of Lender, as the same may be amended, supplemented, replaced or otherwise modified from time to time in accordance with the provisions hereof.

“Plan” shall mean any pension plan, as defined in Section 3(2) of ERISA (other than a Multiemployer Plan), which is maintained or contributed to by (or to which there is an obligation to contribute of) Borrower or an ERISA Affiliate and each such plan for the five-year period immediately following the latest date on which Borrower or an ERISA Affiliate maintained, contributed to or had an obligation to contribute to such plan.

“Plans and Specifications” shall mean, with respect to any Project, collectively, the plans and specifications for the construction of such Project, including (without limitation) a description of the materials, equipment and fixtures necessary for the construction of such Project, any other architectural, structural, foundation and elevator plans and specifications prepared by any Architect or Engineer and any mechanical, electrical, plumbing and fire protection plans and specifications prepared by any Person retained or to be retained by (or on behalf of) Borrower, any Affiliate thereof or any Construction Manager, together with all Change Orders applicable thereto, provided that such Change Orders have been approved to the extent required hereunder.

“Policies” shall have the meaning specified in Section 6.1(b).

“Prescribed Laws” shall mean, collectively, (a) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56) (The USA PATRIOT Act), (b) Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism, (c) the

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International Emergency Economic Power Act, 50 U.S.C. § 1701 et seq. and (d) all other Legal Requirements relating to money laundering or terrorism.

“Prime Rate” shall mean the annual rate of interest publicly announced by Citibank, N.A. in New York, New York, as its base rate, as such rate shall change from time to time.  If Citibank, N.A. ceases to announce a base rate, Prime Rate shall mean the rate of interest published in The Wall Street Journal from time to time as the “Prime Rate.”  If more than one “Prime Rate” is published in The Wall Street Journal for a day, the average of such “Prime Rates” shall be used, and such average shall be rounded up to the nearest one-eighth of one percent (0.125%).  If The Wall Street Journal ceases to publish the “Prime Rate,” Lender shall select an equivalent publication that publishes such “Prime Rate,” and if such “Prime Rates” are no longer generally published or are limited, regulated or administered by a governmental or quasi-governmental body, then Lender shall select a comparable interest rate index.

“Prime Rate Loan” shall mean the Loan at such time as interest thereon accrues at a rate of interest based upon the Prime Rate.

“Prime Rate Spread” shall mean the positive difference (if any), expressed as the number of basis points, obtained by subtracting (i) the Prime Rate on the date that LIBOR was last applicable to the Loan, from (ii) LIBOR plus the Spread on the date LIBOR was last applicable to the Loan.

“Project” shall mean either individually or collectively as the context indicates, the Renovation Project and any Future Project.

“Project Advance” shall mean, either individually or collectively as the context indicates, any Renovation Project Advance and/or Future Project Advance.

“Project Advance Request” shall mean, with respect to any Project Advance, a request for such Project Advance made by Borrower pursuant to Section 3.1, substantially in the form attached as Exhibit C, together with all documents, certificates and deliveries required by this Agreement to be furnished to Lender and/or Construction Consultant in connection with, or as a condition to, such Project Advance.

“Project Budget” shall mean, (i) with respect to the Renovation Project, the budget for total Project Costs for the Renovation Project delivered to Lender on or prior to the date hereof, and (ii) with respect to any other Project, the detailed budget for total Project Costs for such Project, setting forth and identifying all Hard Costs and Soft Costs, prepared by (or on behalf of) Borrower or any Affiliate thereof and reasonably approved by Lender, in each case as the same may be adjusted due to changes or reallocations made in accordance with this Agreement or otherwise amended, supplemented or modified from time to time in accordance with the terms hereof, and which, in any event shall set forth estimates for budgeted construction categories of all items of direct and indirect costs and expenses to be incurred or payable with respect to such Project.

“Project Costs” shall mean, with respect to each Project, collectively, all Hard Costs and Soft Costs incurred or to be incurred in connection with the development, design, engineering, procurement, installation and construction of such Project until Final Completion thereof,

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including (without limitation) working capital and carrying costs, in each case as set forth in the Project Budget for such Project and reasonably approved by Lender in accordance with the requirements hereof.

“Project Documents” shall mean, with respect to each Project, collectively, the following to the extent relating to such Project, (i) the Project Plan, (ii) the Plans and Specifications, (iii) the Project Budget, (iv) the Construction Schedule, (v) the Disbursement Schedule, (vi) all Project Advance Requests, (vii) all Construction Contracts, (viii) the Construction Permits, (ix) all Change Orders, and (x) all other agreements, certificates or other documents to which Borrower or any Affiliate thereof is a party, or otherwise subject to, or is a beneficiary, in each case relating to such Project or any part thereof, in each case as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“Project Improvements” shall mean, as the context shall indicate, each of (i) the Renovation Project Improvements, and (ii) any Future Project Improvements.

“Project Plan” shall mean, with respect to each Project, a general description of such Project prepared by (or on behalf of) Borrower or any Affiliate thereof and setting forth the scope of intended work and other material characteristics of such Project and approved by Lender in its reasonable discretion, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“Property” shall mean, collectively, the Resort Property and, until released pursuant to the terms hereof, the Timeshare Project Property.

“Property Bank” shall mean (i) on the date hereof, Wells Fargo Bank, N.A., so long as the same remains an Eligible Institution, (ii) after the date hereof, any successor Eligible Institution designated as Property Bank from time to time in accordance with the terms hereof, or (iii) any other financial institution otherwise reasonably approved by Lender and, if a Securitization has occurred, with respect to which a rating Agency Confirmation has been obtained.

“Provided Information” shall mean any and all financial and other information provided at any time by, or on behalf of, any Indemnifying Person with respect to the Property, either Borrower, Guarantor and/or any Affiliated Manager.

“Punchlist Items” shall mean, with respect to any Project, any detail of construction or mechanical adjustment, the non-completion of which, when all such items are taken together as a whole, will not interfere in any material respect with the use or occupancy of any portion of such Project for its intended purposes; provided, however, that, in all events, Punchlist Items shall include (i) all items set forth in the “punchlist” to be delivered by Borrower prior to any final payment or release of any Retainage to any Trade Contractor with respect thereto, and (ii) all items that are listed on the “punchlists” prepared by Borrower based upon the inspection of such Project by Governmental Authorities in connection with the issuance of Certificate of Occupancy.

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“Qualified Manager” means (a) with respect to the Hotel Component, Sheraton Manager or any Affiliate thereof primarily engaged in the management of hotels of at least a Comparable Standard, (b) with respect to the Hotel Component and/or the Casino Component, OpBiz, so long as the same is Controlled by Sponsor and maintains all required Gaming Licenses in accordance with all applicable Gaming Laws, (c) with respect to the Casino Component any reputable, experienced professional management company that is duly licensed by the Gaming Authorities and which directly, or through one or more Affiliates, shall have at least ten (10) years experience in the management of casino and other gaming facilities of at least a Comparable Standard, (d) with respect to any portion of the Property other than the Casino Component (including, without limitation, the TPA Component), any reputable and experienced professional management company which directly, or through one or more Affiliates, shall have at least ten (10) years experience in the management of facilities of at least a Comparable Standard, and (e) any other Person approved by Lender in its reasonable discretion in advance of the effective date of the applicable management, operating or other relevant agreement(s); provided that, in the case of clauses (c), (d) and (e) above, (i) Borrower shall have obtained a Rating Agency Confirmation with respect to management of the Property by such Person, and (ii) if such Person is an Affiliate of Borrower, Borrower shall have obtained an Additional Insolvency Opinion.

“Rating Agencies” shall mean each of S&P, Moody’s and Fitch, or any other nationally recognized statistical rating agency which has been approved by Lender.

“Rating Agency Confirmation” means, collectively, a written affirmation from each of the Rating Agencies that the credit rating of the Securities given by such Rating Agency of such Securities immediately prior to the occurrence of the event with respect to which such Rating Agency Confirmation is sought will not be qualified, downgraded or withdrawn as a result of the occurrence of such event, which affirmation may be granted or withheld in such Rating Agency’s sole and absolute discretion.  In the event that, at any given time, no such Securities shall have been issued and are then outstanding, then the term Rating Agency Confirmation shall be deemed instead to require the written approval of Lender based on its good faith determination of whether the Rating Agencies would issue a Rating Agency Confirmation if any such Securities were outstanding.

“REA” shall mean that certain Construction, Operation and Reciprocal Easement Agreement, dated as of February 26, 1998, among Fee Owner (as successor in interest and assignee thereunder) and Retail Mall Owner (as successor in interest and assignee thereunder), as amended by (i) that certain Amendment and Ratification of Construction, Operation and Reciprocal Easement Agreement, dated as of November 20, 2000, (ii) that certain Second Amendment of Construction, Operation and Reciprocal Easement Agreement, dated as of February 2003. and (iii) the REA Amendment Agreement, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“REA Amendment Agreement” shall mean that certain Agreement and Amendment to Construction, Operation and reciprocal Easement Agreement, dated as of July 2005, between Fee Owner (as successor in interest and assignee thereunder) and Retail Mall Owner (as successor in interest and assignee thereunder), as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

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“Recourse Guaranty” shall mean, either individually or collectively as the context indicates, each of (i) the BH Recourse Guaranty, (ii) the DT Recourse Guaranty, and (iii) the RE Recourse Guaranty.

“Re-Dating” shall have the meaning set forth in Section 9.1.3.

“RE Recourse Guaranty” shall mean that certain Recourse Guaranty, dated as of the date hereof, made by RE Guarantor in favor of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“RE Guarantor” shall mean, Robert Earl, an individual and the holder as of the date hereof of a fifty percent (50%) voting interest in BH/RE, in his capacity as a Guarantor hereunder, together with his successors and permitted assigns in such capacity.

“Regulation AB” shall mean Regulation AB under the Securities Act and the Exchange Act, as such Regulation may be amended from time to time.

“Related Loan” shall mean a loan to an Affiliate of Borrower or secured by a Related Property, that is included in a Securitization with the Loan.

“Related Property” shall mean a parcel of real property, together with improvements thereon and personal property related thereto, that is “related” within the meaning of the definition of Significant Obligor, to the Property.

“Release” shall mean any release, deposit, discharge, emission, leaking, leaching, spilling, seeping, migrating, injecting, pumping, pouring, emptying, escaping, dumping, disposing, growing or other movement of Hazardous Substances.

“REMIC Trust” shall mean a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code that holds the Note.

“Renovation Project” shall mean, collectively, the construction, development and completion of the Renovation Project Improvements and other work in accordance with, and as more particularly described in, the Renovation Project Documents and all activities in furtherance thereof.

“Renovation Project Advance” shall mean an advance of any portion of the Future Funding Amount pursuant to the provisions of this Agreement with respect to Project Costs relating to the Renovation Project, including (without limitation) any disbursement of Renovation Project Reserve Funds from the Renovation Project Reserve Account.

“Renovation Project Budget” shall mean the Project Budget with respect to the Renovation Project.

“Renovation Project Documents” shall mean the Project Documents with respect to the Renovation Project.

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“Renovation Project Improvements” shall mean, collectively, the structures and other improvements to be constructed on portions of the Property, together with related facilities and amenities, as described in the Renovation Project Plan approved by Lender on or prior to the date hereof and more specifically set forth in the Plans and Specifications for the Renovation Project.

“Renovation Project Plan” shall mean the Project Plan with respect to the Renovation Project.

“Renovation Project Reserve Account” shall have the meaning set forth in Section 7.5.1.

“Renovation Project Reserve Funds” shall have the meaning set forth in Section 7.5.2.

“Renovation Project Substantial Completion Deadline” shall mean, subject to any Excusable Delay, (i) with respect to that portion and/or phase of the Renovation Project comprising the façade and plaza renovation as more particularly described in the Project Plan for the Renovation Project, December 31, 2007, and (ii) with respect to all other portions and/or phases of the Renovation Project, August 31, 2007.

“Rents” shall mean, all rents, rent equivalents, moneys payable as damages or in lieu of rent or rent equivalents, royalties (including, without limitation, all oil and gas or other mineral royalties and bonuses), income, receivables, receipts, revenues, deposits (including, without limitation, security, utility and other deposits), accounts, cash, issues, profits, charges for services rendered, and other consideration of whatever form or nature received by or paid to or for the account of or benefit of Borrower or its agents or employees from any and all sources arising from or attributable to the Property, and proceeds, if any, from business interruption or other loss of income or insurance, including, without limitation, all hotel receipts, revenues and credit card receipts collected from guest rooms, restaurants, bars, meeting rooms, banquet rooms and recreational facilities, all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of property or rendering of services by Borrower or any operator or manager of the hotel or the commercial space located in the Improvements or acquired from others (including, without limitation, from the rental of any office space, retail space, guest rooms or other space, halls, stores, and offices, and deposits securing reservations of such space), license, lease, sublease and concession fees and rentals, health club membership fees, food and beverage wholesale and retail sales, service charges, vending machine sales and proceeds, if any, from business interruption or other loss of income insurance; provided that Rents shall not include amounts, such as restaurant room charges and Nevada entertainment taxes, paid to Borrower or its Affiliates and in respect of which Borrower or its Affiliates, as applicable, act solely as a collection and payment agent on behalf of any Person (excluding an Affiliate of Borrower, but including restaurant room charges payable to a Tenant that is an Affiliate of Borrower under a Lease that has been approved by Lender in accordance with the terms hereof), receiving such amounts from the Person obligated to pay, and paying over such amounts to the Person entitled to receive same, all in the ordinary course of business of Borrower and its Affiliates, as applicable (collectively, “Pass-Through Amounts”).

“Replacement Interest Rate Cap Agreement” means an interest rate cap agreement from an Acceptable Counterparty with terms identical to the Interest Rate Cap Agreement except that

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the same shall (i) with respect to any replacement of the Interest Rate Cap Agreement following a downgrade, withdrawal or qualification of the long-term unsecured debt rating of the Counterparty prior to the Initial Maturity Date, have a strike price equal to the Strike Price (ii) with respect to any new Interest Rate Cap Agreement obtained with respect to any Extension Term, have a strike price in excess of the sum of 1% and LIBOR at the time that the Replacement Interest Rate Cap Agreement becomes effective and (iii) in any event, be effective in connection with an extension of the term or the replacement of the Interest Rate Cap Agreement following a downgrade, withdrawal or qualification of the long-term unsecured debt rating of the Counterparty; provided, that to the extent any such interest rate cap agreement does not meet the foregoing requirements, a “Replacement Interest Rate Cap Agreement” shall be such interest rate cap agreement approved in writing by each of the Rating Agencies.

“Replacement Management Agreement” shall mean, collectively, (a) either (i) a management agreement with a Qualified Manager substantially in the same form and substance as the Management Agreement being replaced, or (ii) a management agreement with a Qualified Manager, which management agreement shall be reasonably acceptable to Lender in form and substance, provided, with respect to this clause (ii), Lender, at its option, may require that Borrower obtain a Rating Agency Confirmation; and (b) with respect to the Property or any portion thereof, an assignment of management agreement substantially in the form of the Assignment of Management Agreement (or of such other form and substance reasonably acceptable to Lender), executed and delivered to Lender by Borrower and such Qualified Manager at Borrower’s expense.

“Reportable Event” shall mean a “Reportable Event” as defined in Section 4043(b) of ERISA.

“Required Repair and Remediation Account” shall have the meaning set forth in Section 7.1.1.

“Required Repair and Remediation Fund” shall have the meaning set forth in Section 7.1.1.

“Required Repairs and Remediation” shall have the meaning set forth in Section 7.1.1.

“Reserve Account” shall mean any one of the Tax and Insurance Escrow Account, the FF&E Reserve Account, the Interest Reserve Account, the Required Repair and Remediation Account, the Renovation Project Reserve Account, the Future Project Reserve Account, the General Reserve Account, the Timeshare Project Proceeds Account, the Excess Cash Reserve Account, the Accrual Adjustment Reserve Account, any account in which Deficiency Cash Collateral is being held under the terms of this Agreement and any other escrow fund or reserve account established pursuant to the Loan Documents.

“Reserve Funds” shall mean, collectively, the Tax and Insurance Escrow Fund, the FF&E Reserve Fund, the Interest Reserve Fund, the Required Repair and Remediation Fund, the Renovation Project Reserve Fund, the Future Project Reserve Fund, the General Reserve Fund, the Timeshare Project Proceeds Fund, the Excess Cash Reserve Fund, the Accrual Adjustment Reserve Funds and any other funds held or maintained pursuant to the Loan Documents.

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“Resort Land” shall mean the land and all appurtenant rights thereto as described on Schedule II-A attached hereto.

“Resort Property” shall mean, collectively and as applicable to each Borrower, the Resort Land, the Improvements thereon and all personal property owned or leased by either Borrower and encumbered by the Security Instrument executed by Borrower, together with all rights pertaining to such property and Improvements, comprising all right, title and interest of each Borrower in and to the Hotel Component, the Casino Component, the Utility Component and the TPA Component, as more particularly described in the granting clause of the Security Instrument executed by Borrower and referred to therein as the “Property”

“Restoration” shall mean the repair and restoration of the Property after a Casualty or Condemnation as nearly as possible to the condition the Property was in immediately prior to such Casualty or Condemnation, with such alterations permitted in accordance with this Agreement or as may be otherwise reasonably approved by Lender.

“Restricted Party” shall mean, collectively (i) each Borrower, (ii) Mezz I Borrower, (iii) Mezz II Borrower, (iv) TSP Owner, (v) MezzCo, (vi) each Guarantor (other than an individual), (vii) any Affiliated Manager, and (viii) any other Borrower Party.

“Retail Mall” shall mean, collectively, the land and improvements comprising the retail mall located adjacent to the Property and more particularly described as the “Bazaar Site” in the REA.

“Retail Mall Owner” shall mean Boulevard Invest, LLC, a Delaware limited liability company and the owner of the Retail Mall, together with its successors and assigns in such capacity.

“Retainage” shall mean, for each Trade Contract (other than certain de minimis contracts under which no retainable is held in the ordinary course in accordance with usual and customary industry practice), the greater of (i) ten percent (10%) of all Hard Costs funded to the Trade Contractor (or any General Contractor to the extent any General Contractor is performing the work) under such Trade Contract until such time as the Work provided thereunder is fifty percent (50%) complete as certified by the Construction Consultant, at which time the Retainage shall be reduced to five percent (5%) of such Hard Costs until the Work provided thereunder has been completed, and (ii) the actual retainage required by applicable Legal Requirements or permitted under such Trade Contract.

“Revenue” shall mean, collectively, (i) all Rents arising with respect to the Property, (ii) all other Gross Income from Operations arising with respect to the Property, (iii) any and all Timeshare Project Proceeds received by, paid to, or for the benefit of Borrower or any of its Affiliates, and (iv) any and all income, proceeds and revenue received by, paid to, or for the benefit of Borrower or any of its Affiliates pursuant to any Material Operating Agreements; provided that Revenue shall not include Pass-Through Amounts.

“S&P” shall mean Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies.

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“Sale or Pledge” shall mean a voluntary or involuntary sale, conveyance, assignment, transfer, encumbrance, pledge, grant of option or other disposal of a legal or beneficial interest, whether direct or indirect.

“Schedule X Project” shall have the meaning set forth in Section 5.2.11(a).

“Second Loan Year” shall mean the consecutive twelve (12) month period from December 9, 2007, to and including December 9, 2008.

“Securities” shall have the meaning set forth in Section 9.1.

“Securities Act” shall have the meaning set forth in Section 9.2(a).

“Securitization” shall have the meaning set forth in Section 9.1.

“Security Agreement (Copyrights)” shall mean a security agreement with respect to Copyrights in substantially the same form as the form attached hereto as Exhibit S, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Security Agreement (Trademarks)” shall mean a security agreement with respect to Trademarks in substantially the same form as the form attached hereto as Exhibit T, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Security Instrument” shall mean, individually or collectively as the context indicates, each of (i) that certain first priority Deed of Trust, Security Agreement, Assignment of Leases and Rents, Financing Statement and Fixture Filing, dated the date hereof, executed and delivered by Borrower as security for the Loan and encumbering the Hotel Component and the Casino Component, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, and (ii) that certain first priority Deed of Trust, Security Agreement, Assignment of Leases and Rents, Financing Statement and Fixture Filing, dated the date hereof, executed and delivered by TSP Owner as security for the Loan and encumbering the Timeshare Project Property, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time

“Servicer” shall have the meaning set forth in Section 9.5.

“Servicing Agreement” shall have the meaning set forth in Section 9.5.

“Settlement Agreement” shall mean individually or collectively as the context indicates, each of (i) that certain Settlement Agreement and Releases, dated as of November 6, 2002, by and among Aladdin Gaming, LLC, Utility Provider, John Hancock Life Insurance Company, John Hancock Variable Life Insurance Company, John Hancock Reinsurance Company Limited, State Street Bank and Trust Company and Retail Mall Owner (as assignee and successor-in-interest thereunder), as amended by that certain First Amendment to Settlement Agreement and Releases, dated as of December 23, 2002, and (ii) that certain Confidential Settlement Letter, dated as June 20, 2003, by and between (i) OpBiz, (ii) Aladdin Bazaar, LLC, (iii) The Steering Committee, consisting of Van Kampen Funds, the Bank of Nova Scotia, Highland Capital and PPM America, for certain lenders pursuant to the Credit Agreement, dated February 26, 1998,

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between The Bank of Nova Scotia, Merrill Lynch Capital Corporation, CIBC Oppenheimer Corp. and Aladdin Gaming, LLC, as borrower, (iv) General Electric Capital Corporation, and (v) Gaming.

“Severed Loan Documents” shall have the meaning set forth in Section 8.2(b).

“Sheraton Manager” shall mean Sheraton Operating Corporation, a Delaware Corporation, in its capacity as the provider of certain management services with respect to the Hotel Component pursuant to the Management Agreement, together with its permitted successors and assigns in such capacity thereunder.

“Shortfall” means, with respect to any Project, at any given time, the amount by which the sum of (i) the balance of the Future Funding (subject to the Interest Reserve Fund allocation requirements set forth in Section 2.1.5) yet to be advanced by Lender pursuant to this Agreement, (ii) any Renovation Project Reserve Funds or Future Project Reserve Funds (as applicable) then on deposit in the Renovation Project Reserve Account or Future Project Reserve Account (respectively), and (iii) any General Reserve Funds then on deposit in the General Reserve Account and available with respect to such Project (subject to the Interest Reserve Fund allocation requirements set forth in Section 2.1.5), is less than the actual sum, as reasonably estimated by Lender (based on advice of Construction Consultant), which will be required to complete the construction of such Project in accordance with the Plans and Specifications and other Project Documents for any Project, this Agreement and the other Loan Documents and all Legal Requirements, and to pay all unpaid Project Costs in connection therewith.

“Significant Obligor” shall have the meaning set forth in Item 1101(k) of Regulation AB under the Securities Act.

“Soft Costs” shall mean, with respect to each Project, collectively, the costs set forth in the Project Budget for such Project which are not Hard Costs, including, without limitation, fees and expenses of any Architect, Developer, Construction Manager, Engineer or General Contractor engaged in connection with such Project, fees and expenses of Borrower’s counsel and Lender’s counsel, fees and expenses of the Construction Consultant, debt service, taxes, insurance premiums and operating expenses incurred during the construction and development phase of such Project, pre-opening costs and expenses, operating supplies and equipment and such other costs as are set forth in the Project Budget.

“SPE Entity” shall mean each of Fee Owner, OpBiz, Mezz I Borrower, Mezz II Borrower, TSP Owner and MezzCo.

“Special Purpose Entity” shall mean a corporation, limited partnership or limited liability company that since the date of its formation and at all times on and after the date thereof, has complied with and shall at all times comply with the following requirements:

(a)           is formed or organized solely for the purpose of (i) in the case of Borrower and TSP Owner, acquiring, developing, owning, holding, selling, leasing, transferring, exchanging, managing and operating the Property (including, without limitation, the Timeshare Project), entering into the Loan Documents to which it is a party, refinancing the Property in connection with a permitted repayment of the Loan, and transacting

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lawful business that is incident, necessary and appropriate to accomplish the foregoing, (ii) in the case of Mezz I Borrower, acquiring, owning, holding, selling, pledging and transferring its interest in Fee Owner, entering into the Loan Documents to which it is a party and transacting lawful business that is incident, necessary and appropriate to accomplish the foregoing, (iii) in the case of Mezz II Borrower, acquiring, owning, holding, selling, pledging and transferring its interest in Mezz I Borrower, entering into the Loan Documents to which it is a party and transacting lawful business that is incident, necessary and appropriate to accomplish the foregoing, and (iv) in the case of MezzCo, acquiring, developing, owning, holding, selling, leasing, pledging, transferring, exchanging, managing and operating its direct interests in OpBiz and Mezz II Borrower, entering into the Loan Documents to which it is a party, and transacting lawful business that is incident, necessary and appropriate to accomplish the foregoing;

(b)           is not engaged and will not engage in any business unrelated to the acquisition, development, ownership, management or operation of the Property or the direct or indirect ownership interests in the entity that owns the Property (as applicable);

(c)           does not have and will not have any assets other than those related to the Property or its direct or indirect ownership interest in the entity that owns the Property, as applicable;

(d)           to the fullest extent permitted by law, has not engaged, sought or consented to and will not engage in, seek or consent to any dissolution, winding up, liquidation, consolidation, merger, sale of all or substantially all of its assets, transfer of partnership or membership interests (if such entity is a general partner in a limited partnership or a member in a limited liability company) or amendment of its limited partnership agreement, articles of incorporation, articles of organization, certificate of formation or operating agreement (as applicable) with respect to the matters set forth in this definition;

(e)           if such entity is a limited partnership, has, as its only general partners, Special Purpose Entities that are corporations, limited partnerships or limited liability companies;

(f)            if such entity is a corporation, has at least two Independent Persons as directors, and has not caused or allowed and will not cause or allow the board of directors of such entity to take any action requiring the unanimous affirmative vote of one hundred percent (100%) of the members of its board of directors unless two Independent Persons as directors shall have participated in such vote;

(g)           if such entity is a limited liability company with more than one member, has at least one member that is a Special Purpose Entity that is a corporation or a limited liability company that has at least two Independent Persons as managers or members and that owns at least one percent (1.0%) of the equity of the limited liability company;

(h)           if such entity is a limited liability company with only one member, is a limited liability company formed in the State of Delaware or Nevada (as applicable) that

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has (i) at least two Independent Persons and has not caused or allowed and will not cause or allow the board of managers or other governing body of such entity to take any action requiring the unanimous affirmative vote of one hundred percent (100%) of the managers unless two Independent Persons shall have participated in such vote, and (ii) at least one springing member that, subject to compliance with any applicable Gaming Laws, will become the non-managing member of such entity upon the dissolution of the existing member;

(i)            if such entity is (i) a limited liability company, has articles of organization, a certificate of formation and/or an operating agreement, as applicable, (ii) a limited partnership, has a limited partnership agreement, or (iii) a corporation, has a certificate of incorporation or articles that, in each case, provide that such entity will not:  (A) to the fullest extent permitted by law, dissolve, merge, liquidate, consolidate; (B) sell all or substantially all of its assets or the assets of Borrower (as applicable); (C) engage in any other business activity, or amend its organizational documents with respect to the matters set forth in this definition without the consent of Lender; provided, however, that MezzCo shall be permitted to enter into that certain Fourth Amended and Restated Operating Agreement as described in MezzCo’s Third Amended and Restated Operating Agreement upon the admission of additional members in connection with the MezzCo Warrants; or (D) to the fullest extent permitted by law, without the affirmative vote of two Independent Persons and of all other directors, members or partners (as applicable) of the company (that is such entity or the general partner or managing or co-managing member of such entity), or in the case of a limited liability company without the affirmative vote of two Independent Persons as managers of such entity, file a bankruptcy or insolvency petition or otherwise institute insolvency proceedings with respect to itself or to any other entity in which it has a direct or indirect legal or beneficial ownership interest;

(j)            is and intends to remain solvent and pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from, and to the extent of, its assets as the same shall become due, and is maintaining and, to the extent of its assets, will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations;

(k)           has not failed and will not fail to correct any known misunderstanding regarding the separate identity of such entity;

(l)            has maintained and will maintain its accounts, books and records separate from any other Person and will file its own tax returns, except to the extent that it is required to file consolidated tax returns by law;

(m)          has maintained and will maintain its own records, books, resolutions and agreements;

(n)           except as permitted by the Loans Documents, has not commingled and will not commingle its funds or assets with those of any other Person and has not

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participated and will not participate in any cash management system with any other Person;

(o)           has held and will hold its assets in its own name;

(p)           has conducted and will conduct its business in its name or in a name franchised or licensed to it by an entity other than an Affiliate of Borrower, except for services rendered under a business management services agreement with an Affiliate that complies with the terms contained in clause (dd) below, so long as the manager, or equivalent thereof, under such business management services agreement holds itself out as an agent of Borrower;

(q)           has maintained and will maintain its financial statements, accounting records and other entity documents separate from any other Person and has not permitted and will not permit its assets to be listed as assets on the financial statement of any other entity except as required by GAAP; provided, that any such consolidated financial statement shall contain a note indicating that its separate assets and liabilities are neither available to pay the debts of the consolidated entity nor constitute obligations of the consolidated entity;

(r)            has paid and will pay its own liabilities and expenses, including the salaries of its own employees, out of its own funds and assets, and has maintained and will maintain a sufficient number of employees in light of its contemplated business operations;

(s)           has observed and will observe all partnership, corporate or limited liability company formalities, as applicable;

(t)            has and will have no Indebtedness other than Permitted Indebtedness;

(u)           has not and will not assume or guarantee or become obligated for the debts of any other Person or hold out its credit as being available to satisfy the obligations of any other Person, except as permitted pursuant to the Loan Documents;

(v)           except, with respect to Fee Owner, its limited liability company interests in TSP Owner, its sole subsidiary and owner of the Timeshare Project Land, has not and will not acquire obligations or securities of its partners, members or shareholders or any other Affiliate;

(w)          has allocated and will allocate fairly and reasonably any overhead expenses that are shared with any Affiliate, including, but not limited to, paying for shared office space and services performed by any employee of an Affiliate;

(x)            maintains and uses and will maintain and use separate stationery, invoices and checks bearing its name.  The stationery, invoices, and checks utilized by the Special Purpose Entity or utilized to collect its funds or pay its expenses shall bear its own name and shall not bear the name of any other entity unless such entity is clearly designated as being the Special Purpose Entity’s agent;

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(y)           has not pledged and will not pledge its assets for the benefit of any other Person, except as contemplated by the Loan Documents;

(z)            has held itself out and identified itself and will hold itself out and identify itself as a separate and distinct entity under its own name or in a name franchised or licensed to it by an entity other than an Affiliate of Borrower and not as a division or part of any other Person, except for services rendered under a business management services agreement with an Affiliate that complies with the terms contained in clause (dd) below, so long as the manager, or equivalent thereof, under such business management services agreement holds itself out as an agent of Borrower;

(aa)         has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person;

(bb)         has not made and will not make loans to any Person or hold evidence of indebtedness issued by any other Person or entity (other than cash and investment-grade securities issued by an entity that is not an Affiliate of or subject to common ownership with such entity);

(cc)         has not identified and will not identify its partners, members or shareholders, or any Affiliate of any of them, as a division or part of it, and has not identified itself and shall not identify itself as a division of any other Person;

(dd)         has not entered into or been a party to, and will not enter into or be a party to, any transaction with its partners, members, shareholders or Affiliates except (A) in the ordinary course of its business and on terms which are intrinsically fair, commercially reasonable and are no less favorable to it than would be obtained in a comparable arm’s-length transaction with an unrelated third party and (B) in connection with this Agreement and the transactions contemplated hereby;

(ee)         has not and will not have any obligation to, and will not, indemnify its partners, officers, directors or members, as the case may be, unless such an obligation is fully subordinated to the Debt and will not constitute a claim against it in the event that cash flow in excess of the amount required to pay the Debt is insufficient to pay such obligation;

(ff)           if such entity is a corporation, it shall consider the interests of its creditors in connection with all corporate actions;

(gg)         does not and will not have any of its obligations (other than obligations in respect of the Loan guaranteed by any Affiliate; and

(hh)         has complied and will comply with all of the terms and provisions contained in its organizational documents.  The statement of facts contained in its organizational documents are true and correct and will remain true and correct.

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“Sponsor” shall mean, either individually or collectively as the context indicates, each of DT Guarantor, RE Guarantor and Starwood Sponsor.

“Spread” shall mean three and one quarter percent (3.25%).

“Spread Maintenance” shall mean, with respect to any repayment of any of the outstanding principal amount of the Loan prior to and including the Spread Maintenance Outside Date (whether a voluntary or mandatory prepayment), a payment to Lender in an amount equal to the sum of the present values as of the date of prepayment of each future installment of the Spread portion (i.e. the portion attributable to the Spread portion of the Applicable Interest Rate and not to the LIBOR portion) of each payment of interest that would have been payable under the Loan on the amount of the Loan being prepaid from the date of such prepayment through, and including, the Spread Maintenance Outside Date, such future installments of the Spread portion of each payment of interest to be discounted to present value at a rate per annum, compounded monthly, equal to 30-day LIBOR as it exists on the date of such prepayment.

“Spread Maintenance Outside Date” shall mean the Initial Maturity Date.

“Stabilization Date” shall mean the date on which EBITDA with respect to the Property (other than the Timeshare Project Property), on a trailing twelve (12) month basis, shall exceed $108,000,000.

“Starwood NH” shall mean Starwood Nevada Holdings, LLC, a Delaware limited liability company and the holder of a fifteen percent (15%) direct interest in EquityCo.

“Starwood Sponsor” shall mean Starwood Hotels and Resorts Worldwide, a Maryland corporation and the direct or indirect holder of one hundred percent (100%) of the interests in Starwood NH.

“Stored Materials” shall have the meaning set forth in Section 3.1.12(b).

“Strike Price” shall mean six and one quarter percent (6.25%).

“Substantial Completion” shall mean, with respect to each Project, the completion of the construction of such Project (except for any Punchlist Items) in accordance with the Plans and Specifications, the other Project Documents, this Agreement and all Legal Requirements, and that (a) all Operating Permits required for the normal use and occupancy of the such Project, as set forth in the Plans and Specifications and otherwise necessary for the such Project to function for its intended purpose have been issued by the appropriate Governmental Authority and are in full force and effect, including, without limitation, delivery to Lender of valid temporary Certificates of Occupancy for such Project, (b) all required utilities are supplied to such Project and are fully operating, as certified by the applicable Architect and approved by the Construction Consultant, and (c) such Project shall contain all furniture, fixtures and equipment required for the use and operation of the such Project and which may be required by any Governmental Authority.

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“Survey” shall mean a survey of the Property (including, without limitation, the Timeshare Project Land) delivered to Lender on the Closing Date (as revised thereafter to the extent required pursuant to the terms of the Loan Documents).

“Tax and Insurance Escrow Account” shall have the meaning set forth in Section 7.2.

“Tax and Insurance Escrow Fund” shall have the meaning set forth in Section 7.2.

“Taxes” shall mean all real estate and personal property taxes, assessments, water rates or sewer rents, now or hereafter levied or assessed or imposed against the Property or part thereof.

“Third Loan Year” shall mean, subject to the valid exercise of the applicable Extension Option pursuant to Section 2.7, the consecutive twelve (12) month period from December 9, 2008, to and including December 9, 2009.

“Threshold Amount” shall have the meaning set forth in Section 5.1.21.

“Timeshare Proceeds Sweep Period” shall have the meaning set forth in Section 7.6.1.

“Timeshare Project” shall mean, individually or collectively as the context indicates, (i) any Transfer of all or any portion of the Timeshare Project Land to any Person that is not an Affiliate of Borrower, (ii) any construction or development of any Timeshare Project Improvements by Borrower, its Affiliates or any other Person on all or any portion of the Timeshare Project Land, (iii) any marketing, sale and/or leasing of any condominium or timeshare residential or other units at the Timeshare Project by Borrower, its Affiliates or any other Person, (iv) the operation, maintenance and management of all or any portion of the Timeshare Project by Borrower, its Affiliates or any other Person, (v) any other transaction with respect to all or any portion of the Timeshare Project by Borrower, its Affiliates or any other Person, and (vi) all activities in furtherance thereof or otherwise contemplated by the Timeshare Project Documents.

“Timeshare Project Contract” shall mean that certain Timeshare Purchase Agreement, dated as of December 10, 2004, between Fee Owner (as assignee from MezzCo, in its capacity as assignee of OpBiz), as seller, and Timeshare Project Developer, as buyer and developer, pursuant to which Fee Owner shall transfer the Timeshare Project Land to Timeshare Project Developer and Timeshare Project Developer shall cause the Timeshare Project to be completed in accordance with the terms thereof, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“Timeshare Project Developer” shall mean Westgate Resorts, Ltd, a Florida limited partnership, in its capacity as a potential owner and developer of the Timeshare Project Land and the Timeshare Project pursuant to the existing Timeshare Project Documents in effect on the date hereof, together with its successors and permitted assigns in such capacity.

“Timeshare Project Documents” shall mean, individually or collectively as the context indicates, (i) the Timeshare Project Plan to be submitted to Lender pursuant to the terms hereof, and (ii) any material agreement, instrument or other document relating to any Timeshare Project or any part thereof (A) to which Borrower, TSP Owner or any Affiliate thereof is a party or

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beneficiary or is otherwise directly or indirectly bound, (B) delivered to or otherwise in the possession of Borrower, TSP Owner or any Affiliate thereof, or (C) with respect to which Borrower, TSP Owner or any Affiliate thereof has the right to review or otherwise approve, in each case as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“Timeshare Project Improvements” shall mean, collectively, any structures and other improvements to be constructed on the Timeshare Project Land, as described in any Timeshare Project Plan delivered to Lender pursuant to the terms hereof.

“Timeshare Project Land” shall mean the land and all appurtenant rights thereto as described on Schedule II-F attached hereto.

“Timeshare Project Property” shall mean, collectively, the Timeshare Project Land, any Improvements thereon and all personal property owned or leased by TSP Owner and encumbered by the Security Instrument executed by TSP Owner, together with all rights pertaining to such property and Improvements, as more particularly described in the granting clause of the Security Instrument executed by TSP Owner and referred to therein as the “Property”

“Timeshare Project Plan” shall mean a general description of the Timeshare Project prepared by (or on behalf of) Borrower and setting forth the a general description of the proposed Timeshare Project, the scope of any intended work and other material characteristics of the Timeshare Project, as delivered to Lender for informational purposes and otherwise in accordance with the requirements hereof, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“Timeshare Project Proceeds” shall mean, collectively, the following: (a) the “Purchase Price”, any “Timeshare Advances” and any “Marketing Fees” (as each is defined in the Timeshare Project Contract) received by, paid to, paid for the account of, or payable to Borrower or any of its Affiliates or to which Borrower or any of its Affiliates are otherwise entitled pursuant to the terms of any of the Timeshare Project Documents as in effect on the date hereof, and (b) any other fees, payments, amounts, proceeds, reimbursements, distributions, compensation, cash or other consideration directly or indirectly relating to the Timeshare Project and/or the transactions contemplated by the Timeshare Project Documents received by, paid to, paid for the account of, or payable to Borrower or any of its Affiliates or to which Borrower or any of its Affiliates are otherwise entitled pursuant to the terms of any of the Timeshare Project Documents; provided, however, that Timeshare Project Proceeds shall not include reasonable amounts payable to any PH Entity, Starwood Sponsor and/or Sheraton Manager with respect to the provision of any goods, services and/or intellectual property rights in connection with the Timeshare Project so long as the same are the result of arm’s-length negotiation and are on terms that are fair and commercially reasonable in all material respects and are no less favorable to such Person, or more disadvantageous to Borrower and/or TSP Owner than would be obtained in a comparable transaction with a third party.

“Timeshare Project Proceeds Account” shall have the meaning set forth in Section 7.6.1.

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“Timeshare Project Property” shall mean, collectively, the Timeshare Project Land, the Timeshare Project Improvements to be constructed thereon, any and all rents, leases, easements, rights and property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, in each case comprising a part of, or otherwise appurtenant to, the foregoing.

“Timeshare Project Sale” shall have the meaning set forth in Section 5.2.11.

“Title Company” shall mean, collectively, each title insurance company providing insurance or reinsurance under a direct access agreement with respect to the Title Insurance Policy delivered to Lender on the date hereof.

“Title Continuation” shall mean an endorsement to the Title Insurance Policy indicating that, since the last preceding Advance, there has been no adverse change in the state of title to the Property (except as permitted under this Agreement) and no Liens (except for Permitted Encumbrances) or survey exceptions not previously approved by Lender as provided herein, which notice or endorsements shall contain no exception for inchoate mechanic’s liens and shall have the effect of continuing the Title Insurance Policy to the date of such Advance and increasing the coverage of the Title Insurance Policy by an amount equal to the Advance then being made if the Title Insurance Policy does not by its terms provide for such an increase.

“Title Insurance Policy” shall mean an ALTA mortgagee title insurance policy issued by Title Company with respect to the Property and insuring the lien of the Security Instrument, in form and substance (including, without limitation, all endorsements thereto and all coinsurance and reinsurance arrangements) reasonably acceptable to Lender.

“TPA Component” shall mean that portion of the Property devoted to the operation of a theater for the performing arts and related facilities and leased by Fee Owner to TPA Operator pursuant to the TPA Component Lease, all of the foregoing being located on the TPA Component Premises and more particularly described and set forth in the TPA Component Lease.

“TPA Component Lease” shall mean that certain Lease Agreement, dated as of April 27, 2006, between OpBiz, as lessor, and TPA Operator, as lessee, pursuant to which OpBiz leases the TPA Component to TPA Operator upon and subject to the terms set forth therein, as the same may be amended, supplemented, replaced or otherwise modified from time to time in accordance with the provisions hereof.

“TPA Component Premises” shall mean the land and all appurtenant rights thereto as described on Schedule II-D attached hereto.

“TPA Operator” shall mean (i) on the date hereof, BZ Clarity Theatrical - LV, LLC, a Delaware limited liability company, in its capacity as the lessee of the TPA Component pursuant to the TPA Component Lease, together with its successors assigns in such capacity thereunder or (ii) any replacement operator of the TPA Component that is a Qualified Manager & otherwise reasonably approved by Lender.

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“Trade Contract” shall mean, with respect to any Project, any agreement, contract or purchase order (excluding any Architect Agreement, any Development Agreement, any Engineer Agreement, any General Contractor Agreement, any Construction Management Agreement and any other agreements pertaining solely to professional services from other design professionals) directly related to such Project and entered into by (or on behalf of) Borrower or any Affiliate thereof with any Trade Contractor, including (without limitation) any such agreement, contract or purchase order entered into by any Construction Manager or General Contractor, pursuant to which such Trade Contractor agrees to provide labor, materials, equipment and/or services in connection with the such Project.

“Trade Contractor” shall mean, with respect to any Project, any Person that is a contractor, sub-contractor, supplier or provider of labor, materials, equipment and/or services, as the case may be, under a Trade Contract in connection with such Project, including (without limitation) any General Contractor.

“Trademarks” shall mean, collectively, all trademarks, service marks, trade names, corporate and company names, business names, fictitious business names, logos, trade dress, trade styles, other source or business identifiers, designs and general intangibles of a similar nature, whether under the laws of the United States or any other country or jurisdiction, all recordings and registrations thereof and applications therefor (but excluding any application to register any trademark, service mark or other mark prior to the filing under applicable law of a verified statement of use (or the equivalent) for such trademark, service mark or other mark if the creation of a Lien thereon or security interest therein would void or invalidate such trademark, service mark or other mark), all renewals and extensions thereof, all rights corresponding thereto, and all goodwill associated therewith or symbolized thereby, in each case whether now owned or existing or hereafter acquired or arising.

“Transfer” shall have the meaning set forth in Section 5.2.10(b).

“TSP Owner” shall mean TSP Owner LLC, a Delaware limited liability company, wholly and directly owned by Fee Owner and the owner of the fee interest in the Timeshare Project Land on the date hereof.

“U.S. Obligations” shall mean non-redeemable securities evidencing an obligation to timely pay principal and/or interest in a full and timely manner that are (a) direct obligations of the United States of America for the payment of which its full faith and credit is pledged, or (b) to the extent acceptable to the Rating Agencies, other “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended.

“UCC” or “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in the State of New York.

“Utility Component” shall mean that portion of the Property on which the utility plant owned and operated by Utility Provider is located and leased by Fee Owner to Utility Provider pursuant to the Utility Component Lease, including (without limitation) the adjoining optional improvement site, all of the foregoing being located on the Utility Component Premises and more particularly described and set forth in the Utility Component Lease.

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“Utility Component Premises” shall mean the land and all appurtenant rights thereto as described on Schedule II-E attached hereto.

“Utility Component Lease” shall mean that certain Lease, dated as of December 3, 1997, by and between Fee Owner (as assignee thereunder), as lessor, and Utility Provider, as lessee, pursuant to which Fee Owner leases the Utility Component to Utility Provider upon and subject to the terms set forth therein, as amended by the Settlement Agreement and as further amended to date, and as the same may be amended, supplemented, replaced or otherwise modified from time to time in accordance with the provisions hereof.

“Utility Provider” shall mean Northwind Aladdin, LLC, a Nevada limited liability company, in its capacity as the lessee under the Utility Component Lease, together with its successors and assigns in such capacity thereunder.

“Utility Service Agreement” means that certain Energy Service Agreement, dated as of September 24, 1998, by and between Fee Owner (as assignee thereunder) and Utility Provider, as amended by the Settlement Agreement and as further amended to date, and as the same may be amended, supplemented, replaced or otherwise modified from time to time in accordance with the provisions hereof.

“Work” shall mean, with respect to any Construction Contract, the construction, labor and materials to be provided by the Trade Contractor thereunder.

Section 1.2.            Principles of Construction.  All references to sections and schedules are to sections and schedules in or to this Agreement unless otherwise specified.  All uses of the word “including” shall mean “including, without limitation” unless the context shall indicate otherwise.  Unless otherwise specified, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  Unless otherwise specified, all meanings attributed to defined terms herein shall be equally applicable to both the singular and plural forms of the terms so defined.

ARTICLE II.
GENERAL TERMS

Section 2.1.            Loan Commitment; Disbursement to Borrower.

2.1.1.       Agreement to Lend and Borrow.  Subject to and upon the terms and conditions set forth herein, Lender hereby agrees to make and Borrower hereby agrees to accept the Loan.

2.1.2.       Base Loan.  Borrower hereby acknowledges and agrees that, on the date hereof, Lender made the Base Loan Advance to Borrower in the principal amount of $759,670,000, which Base Loan Advance represents a full disbursement of all proceeds of the Base Loan in the maximum principal amount of the Base Loan Allocation.  The Base Loan shall be repaid with interest, costs and charges as more particularly set forth in the Note, this Agreement, the Security Instrument and the other Loan Documents.  Principal amounts of the Base Loan which are repaid for any reason may not be reborrowed.  The Base Loan is evidenced by the Note and this Agreement and is secured by the Security Instrument and the other Loan Documents.  Borrower

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shall use the proceeds of the Base Loan to (a) repay and discharge any existing loans relating to the Property, (b) pay all past due Basic Carrying Costs, if any, with respect to the Property, (c) make deposits into the Reserve Funds on the Closing Date in the amounts provided herein, (d) pay costs and expenses incurred in connection with the closing of the Loan, as reasonably approved by Lender, and (e) fund any working capital requirements of the Property.

2.1.3.       Future Funding.  Subject to the conditions and upon the terms herein provided, Lender hereby agrees to lend to Borrower, and Borrower hereby agrees to borrow from Lender, the Future Funding in a maximum principal amount not to exceed the Future Funding Allocation or such lesser amount as shall then be available pursuant to the terms of this Agreement.  The Future Funding Amount shall be repaid with interest, costs and charges as more particularly set forth in the Note, this Agreement, the Security Instrument and the other Loan Documents.  Principal amounts of the Future Funding Amount which are repaid for any reason may not be reborrowed.  The Future Funding is evidenced by the Note and this Agreement and is secured by the Security Instrument and the other Loan Documents.  Borrower shall use the proceeds of any Future Funding to pay Project Costs with respect to the Renovation Project or for any other purpose permitted pursuant to Section 2.1.5.

2.1.4.       Maximum Aggregate Loan Amount.  Notwithstanding anything contained herein or in any other Loan Document to the contrary, the aggregate principal amount of the Base Loan and any Future Funding shall not under any circumstances exceed the Loan Amount as the same may be reduced pursuant to the terms hereof.  Other than the disbursement of the Base Loan Advance made on the date hereof and any Future Funding Advances made on the Advance Dates pursuant to this Agreement, Lender shall have no obligation to loan any additional funds in respect of the Loan.  Any amount borrowed and repaid hereunder in respect of the Loan may not be reborrowed.

2.1.5.       Future Funding Advances and Future Funding Amount Adjustment.

(a)           Subject to the provisions of this Section 2.1.5, Borrower shall have the right from time to time to request a Future Funding Advance by delivery of an Advance Request to Lender at least ten (10) Business Days prior to applicable Advance Date, which Future Funding Advance shall be made by Lender solely for one or more of the following purposes:

(i)            for deposit into the Renovation Project Reserve Account in order to pay Project Costs with respect to the Renovation Project, such Future Funding Advance (or applicable portion thereof) to be held, disbursed and applied in accordance with the provisions of Section 7.5;

(ii)           for deposit into the Future Project Reserve Account in order to pay Project Costs with respect to any Future Project, such Future Funding Advance (or applicable portion thereof) to be held, disbursed and applied in accordance with the provisions of Section 7.8;

(iii)          for deposit into the Interest Reserve Account in order to satisfy the minimum interest reserve balance requirements set forth in Section 7.4, such Future

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Funding Advance (or applicable portion thereof) to be held, disbursed and applied in accordance with the provisions of Section 7.4;

(iv)          for deposit into the FF&E Reserve Account in order to reimburse Borrower for its costs incurred, or to pay costs to be incurred, in connection with the repair, replacement and/or upgrade of FF&E, such Future Funding Advance (or applicable portion thereof) to be held, disbursed and applied in accordance with the provisions of Section 7.3; or

(v)           for deposit into the General Reserve Account to be used for any of the purposes set forth in Section 7.9, such Future Funding Advance (or applicable portion thereof) to be held, disbursed and applied in accordance with the provisions of Section 7.9.

(b)           Notwithstanding anything to the contrary contained herein, it is expressly acknowledged and agreed that a portion of the Future Funding in the aggregate amount of $25,000,000 may be requested by Borrower to be advanced pursuant to the terms hereof solely for the following purposes (i) replenishing the Interest Reserve Account in order to ensure that the Interest Reserve Funds on deposit therein from time to time satisfy the minimum interest reserve balance requirements set forth in Section 7.4, (ii) at any time, into the Interest Reserve Account, or (iii) at any time after the Interest Release Trigger Date, into the General Reserve Account.

(c)           Notwithstanding anything contained herein or in any other Loan Document to the contrary, upon the expiration of the First Loan Year, the obligation of Lender to lend any remaining unadvanced portion of the Future Funding Amount shall automatically terminate, and the maximum aggregate Loan Amount hereunder shall be automatically reduced by such unadvanced amount; provided, however, that, in the event that Borrower shall elect by irrevocable written notice delivered to Lender not less than ten (10) Business Days prior to the expiration of the First Loan Year, the following shall apply:

(i)            the then unadvanced portion of the Future Funding Amount shall not be automatically terminated;

(ii)           upon the expiration of the First Loan Year, Lender shall fund such unadvanced portion of the Future Funding Amount into the General Reserve Account; and

(iii)          upon such deposit by Lender, the full amount of such unadvanced portion of the Future Funding Amount deposited into the General Reserve Account, shall be deemed to have been disbursed to Borrower, shall bear interest at the Applicable Interest Rate in accordance with this Agreement and shall be held and/or disbursed in accordance with Section 7.5.

(d)           Borrower shall pay to Lender a fee (the “Ticking Fee”) equal to 25 basis points per annum on the average daily amount by which the Future Funding Allocation (as it may be reduced pursuant to this Section 2.1.5) exceeds the aggregate amount of all Future Funding Advances during the period for which payment is made.  Such Ticking Fee shall be payable on

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the basis of the annual rate set forth above monthly in arrears on or before each Payment Date with respect to each Interest Period hereunder commencing on the date hereof and shall be computed on the basis of the actual number of days elapsed in a year of three hundred sixty (360) days.

Section 2.2.            Interest Rate.

2.2.1.       Interest Generally.  Interest on the outstanding principal balance of the Loan shall accrue from the Closing Date to but excluding the Maturity Date at the Applicable Interest Rate.

2.2.2.       Interest Calculation.  Interest on the outstanding principal balance of the Loan shall be calculated by multiplying (a) the actual number of days elapsed in the period for which the calculation is being made by (b) a daily rate based on a three hundred sixty (360) day year by (c) the outstanding principal balance.

2.2.3.       Determination of Interest Rate.

(a)           The Applicable Interest Rate with respect to the Loan shall be: (i) LIBOR plus the Spread with respect to the applicable Interest Period for a LIBOR Loan or (ii) the Prime Rate plus the Prime Rate Spread for a Prime Rate Loan if the Loan is converted to a Prime Rate Loan pursuant to the provisions of Section 2.2.3(c) or Section 2.2.3(f).

(b)           Subject to the terms and conditions of this Section 2.2.3, the Loan shall be a LIBOR Loan and Borrower shall pay interest on the outstanding principal amount of the Loan at LIBOR plus the Spread for the applicable Interest Period.  Any change in the rate of interest hereunder due to a change in the Applicable Interest Rate shall become effective as of the opening of business on the first day on which such change in the Applicable Interest Rate shall become effective.  Each determination by Lender of the Applicable Interest Rate shall be conclusive and binding for all purposes, absent manifest error.

(c)           In the event that Lender shall have determined (which determination shall be conclusive and binding upon Borrower absent manifest error) that by reason of circumstances affecting the interbank eurodollar market generally, adequate and reasonable means do not exist for ascertaining LIBOR, then Lender shall forthwith give notice by telephone of such determination, confirmed in writing, to Borrower at least one (1) day prior to the last day of the related Interest Period.  If such notice is given, the related outstanding LIBOR Loan shall be converted, on the last day of the then current Interest Period, to a Prime Rate Loan.

(d)           If, pursuant to the terms of this Agreement, any portion of the Loan has been converted to a Prime Rate Loan and Lender shall determine (which determination shall be conclusive and binding upon Borrower absent manifest error) that the event(s) or circumstance(s) which resulted in such conversion shall no longer be applicable, Lender shall give notice by telephone of such determination, confirmed in writing, to Borrower at least one (1) day prior to the last day of the related Interest Period.  If such notice is given, the related outstanding Prime Rate Loan shall be converted to a LIBOR Loan on the last day of the then current Interest Period.

(e)           All payments made by Borrower hereunder shall be made free and clear of, and without reduction for or on account of, income, stamp or other taxes, levies, imposts, duties,

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charges, fees, deductions, reserves or withholdings imposed, levied, collected, withheld or assessed by any Governmental Authority which are first imposed, enacted or become effective after the date hereof (such non-excluded taxes being referred to collectively as “Applicable Taxes”), excluding income and franchise taxes of (i) the United States of America or any political subdivision or taxing authority thereof or therein (including Puerto Rico) or (ii) any foreign state or any political subdivision or taxing authority thereof or therein, in each case that are imposed on a net basis (other than taxes imposed by any foreign jurisdiction by reason of any connection of Borrower with such jurisdiction).  If any Applicable Taxes are required to be withheld from any amounts payable to Lender hereunder, the amounts so payable to Lender shall be increased to the extent necessary to yield to Lender (after payment of all Applicable Taxes) interest or any such other amounts payable hereunder at the rate or in the amounts specified hereunder.  Whenever any Applicable Tax is payable pursuant to applicable law by Borrower, as promptly as possible thereafter, Borrower shall send to Lender an original official receipt, if available, or certified copy thereof showing payment of such Applicable Tax.  Borrower hereby indemnifies Lender for any incremental taxes, interest or penalties that may become payable by Lender which may result from (A) any failure by Borrower to pay any such Applicable Tax when due to the appropriate taxing authority or (B) any failure by Borrower to remit to Lender the required receipts or other required documentary evidence; provided, that in the case of clause (B), Borrower shall have no liability to Lender if it has in fact properly withheld and paid all such Applicable Taxes and has provided to Lender suitable evidence to that effect and has otherwise cooperated with Lender in all reasonable respects and, after the exercise of commercially reasonable efforts, it is unable to obtain official receipts of such payment from the applicable taxing authority.

(f)            If any requirement of law hereafter enacted or any change therein or in the interpretation or application thereof, shall hereafter make it unlawful for Lender to make or maintain a LIBOR Loan as contemplated hereunder (i) the obligation of Lender hereunder to make a LIBOR Loan or to convert a Prime Rate Loan to a LIBOR Loan shall be canceled forthwith and (ii) any outstanding LIBOR Loan shall be converted automatically to a Prime Rate Loan on the next succeeding Payment Date or within such earlier period as required by law.  Borrower hereby agrees promptly to pay Lender, upon demand, any additional amounts necessary to compensate Lender for any costs incurred by Lender in making any conversion in accordance with this Agreement, including, without limitation, any interest or fees payable by Lender to lenders of funds obtained by it in order to make or maintain the LIBOR Loan hereunder.  Lender’s notice of such costs, as certified to Borrower, shall be conclusive absent manifest error.

(g)           In the event that any change in any requirement of law or in the interpretation or application thereof, or compliance by Lender with any request or directive (whether or not having the force of law) hereafter issued from any central bank or other Governmental Authority:

(i)            shall hereafter impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of Lender which is not otherwise included in the determination of LIBOR hereunder;

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(ii)           shall hereafter have the effect of reducing the rate of return on Lender’s capital as a consequence of its obligations hereunder to a level below that which Lender could have achieved but for such adoption, change or compliance (taking into consideration Lender’s policies with respect to capital adequacy) by any amount deemed by Lender to be material; or

(iii)          shall hereafter impose on Lender any other condition and the result of any of the foregoing is to increase the cost to Lender of making, renewing or maintaining loans or extensions of credit or to reduce any amount receivable hereunder;

then, in any such case, Borrower shall promptly pay Lender, upon demand, any additional amounts necessary to compensate Lender for such additional cost or reduced amount receivable which Lender deems to be material as determined by Lender.  If Lender becomes entitled to claim any additional amounts pursuant to this Section 2.2.3(g), Lender shall provide Borrower with not less than ninety (90) days notice specifying in reasonable detail the event by reason of which it has become so entitled and the additional amount required to fully compensate Lender for such additional cost or reduced amount.  A certificate as to any additional costs or amounts payable pursuant to the foregoing sentence submitted by Lender to Borrower shall be conclusive in the absence of manifest error.  This provision shall survive payment of the Note and the satisfaction of all other obligations of Borrower under this Agreement and the Loan Documents for a period of ninety (90) days.

(h)           Borrower agrees to indemnify Lender and to hold Lender harmless from any loss or expense which Lender sustains or incurs as a consequence of (i) any default by Borrower in payment of the principal of or interest on a LIBOR Loan, including, without limitation, any such loss or expense arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain a LIBOR Loan hereunder, (ii) any prepayment (whether voluntary or mandatory) of the LIBOR Loan on a day that (A) is not the Payment Date immediately following the last day of an Interest Period with respect thereto or (B) is the Payment Date immediately following the last day of an Interest Period with respect thereto if Borrower did not give the prior notice of such prepayment required pursuant to the terms of this Agreement, including, without limitation, such loss or expense arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain the LIBOR Loan hereunder and (iii) the conversion (for any reason whatsoever, whether voluntary or involuntary) of the Applicable Interest Rate from LIBOR plus the Spread to the Prime Rate plus the Prime Rate Spread with respect to any portion of the outstanding principal amount of the Loan then bearing interest at LIBOR plus the Spread on a date other than the Payment Date immediately following the last day of an Interest Period, including, without limitation, such loss or expenses arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain a LIBOR Loan hereunder; provided, that Borrower shall not indemnify Lender from any loss or expense arising from Lender’s willful misconduct or gross negligence or for any consequential damages.  This provision shall survive payment of the Note in full and the satisfaction of all other obligations of Borrower under this Agreement and the other Loan Documents.

(i)            Lender shall not be entitled to claim compensation pursuant to this Section 2.2.3 for any Applicable Taxes, increased cost or reduction in amounts received or receivable hereunder, or any reduced rate of return, which was incurred or which accrued more than

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ninety (90) days before the date Lender notified Borrower of the change in law or other circumstance on which such claim of compensation is based and delivered to Borrower a written statement setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.2.3, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

(j)            For purposes of this Section 2.2.3, the term “Lender” shall be deemed to include Lender’s present and future participants in the Loan to the extent of Applicable Taxes imposed by reason of such participant’s interest in the Loan and each such participant’s increased costs or reduction in amount received or receivable hereunder or any reduced rate of return, in each case payable by Borrower under this Section 2.2.3.

2.2.4.       Additional Costs.  Lender will use reasonable efforts (consistent with legal and regulatory restrictions) to maintain the availability of the LIBOR Loan and to avoid or reduce any increased or additional costs payable by Borrower under Section 2.2.3, including, if requested by Borrower, a transfer or assignment of the Loan to a branch, office or Affiliate of Lender in another jurisdiction, or a redesignation of its lending office with respect to the Loan, in order to maintain the availability of the LIBOR Loan or to avoid or reduce such increased or additional costs, provided that the transfer or assignment or redesignation (a) would not result in any additional costs, expenses or risk to Lender that are not reimbursed by Borrower and (b) would not be disadvantageous in any other respect to Lender as determined by Lender in its sole discretion.

2.2.5.       Default Rate.  In the event that, and for so long as, any Event of Default shall have occurred and be continuing, the outstanding principal balance of the Loan and, to the extent permitted by law, all accrued and unpaid interest in respect of the Loan and any other amounts due pursuant to the Loan Documents, shall accrue interest at the Default Rate, calculated from the date such payment was due without regard to any grace or cure periods contained herein.

2.2.6.       Usury Savings.  This Agreement, the Note and the other Loan Documents are subject to the express condition that at no time shall Borrower be obligated or required to pay interest on the principal balance of the Loan at a rate which could subject Lender to either civil or criminal liability as a result of being in excess of the Maximum Legal Rate.  If, by the terms of this Agreement or the other Loan Documents, Borrower is at any time required or obligated to pay interest on the principal balance due hereunder at a rate in excess of the Maximum Legal Rate, the Applicable Interest Rate or the Default Rate, as the case may be, shall be deemed to be immediately reduced to the Maximum Legal Rate and all previous payments in excess of the Maximum Legal Rate shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder.  All sums paid or agreed to be paid to Lender for the use, forbearance, or detention of the sums due under the Loan, shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan until payment in full so that the rate or amount of interest on account of the Loan does not exceed the Maximum Legal Rate of interest from time to time in effect and applicable to the Loan for so long as the Loan is outstanding.

2.2.7.       Interest Rate Cap Agreement.

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(a)           Prior to or contemporaneously with the Closing Date, Borrower shall enter into an Interest Rate Cap Agreement with a LIBOR strike price equal to the Strike Price.  The Interest Rate Cap Agreement (i) shall be in a form and substance reasonably acceptable to Lender, (ii) shall be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Collection Account any amounts due Borrower under such Interest Rate Cap Agreement so long as any portion of the Debt exists, (iv) shall be for a period equal to the then term of the Loan and (v) shall have an initial notional amount equal to the then principal balance of the Loan.  Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Interest Rate Cap Agreement, all of its right, title and interest to receive any and all payments under the Interest Rate Cap Agreement, and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and require that payments be deposited directly into the Collection Account).

(b)           Borrower shall comply with all of its obligations under the terms and provisions of the Interest Rate Cap Agreement.  All amounts paid by the Counterparty under the Interest Rate Cap Agreement to Borrower or Lender shall be deposited immediately into the Collection Account or if the Collection Account is not then required to be in effect, into such account as specified by Lender.  Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Interest Rate Cap Agreement in the event of a default by the Counterparty and shall not waive, amend or otherwise modify any of its rights thereunder.

(c)           In the event of any downgrade, withdrawal or qualification of the rating of the Counterparty by S&P or Moody’s, Borrower shall replace the Interest Rate Cap Agreement with a Replacement Interest Rate Cap Agreement not later than ten (10) Business Days following receipt of notice from Lender of such downgrade, withdrawal or qualification.

(d)           In the event that Borrower fails to purchase and deliver to Lender the Interest Rate Cap Agreement or fails to maintain the Interest Rate Cap Agreement in accordance with the terms and provisions of this Agreement, Lender may purchase the Interest Rate Cap Agreement and the cost incurred by Lender in purchasing such Interest Rate Cap Agreement shall be paid by Borrower to Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender until such cost is reimbursed by Borrower to Lender.

(e)           In connection with the Interest Rate Cap Agreement, Borrower shall obtain and deliver to Lender an opinion from counsel (which counsel may be in-house counsel for the Counterparty) for the Counterparty (upon which Lender and its successors and assigns may rely) which shall provide, in relevant part, that:

(i)            the Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Interest Rate Cap Agreement;

(ii)           the execution and delivery of the Interest Rate Cap Agreement by the Counterparty, and any other agreement which the Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been

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and remain duly authorized by all necessary action and do not contravene any provision of its certificate of incorporation or by-laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting it or its property;

(iii)          all consents, authorizations and approvals required for the execution and delivery by the Counterparty of the Interest Rate Cap Agreement, and any other agreement which the Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any governmental authority or regulatory body is required for such execution, delivery or performance; and

(iv)          the Interest Rate Cap Agreement, and any other agreement which the Counterparty has executed and delivered pursuant thereto, has been duly executed and delivered by the Counterparty and constitutes the legal, valid and binding obligation of the Counterparty, enforceable against the Counterparty in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Section 2.3.            Loan Payment.

2.3.1.       Payments Generally.  Borrower shall pay to Lender (a) on the Closing Date, an amount equal to interest only on the outstanding principal balance of the Loan from the Closing Date up to (but not including) the first Payment Date, and (b) on each Payment Date thereafter up to and including the Maturity Date, Borrower shall make a payment to Lender of interest accruing on the outstanding principal balance of the Loan for the related Interest Period.  For purposes of making payments hereunder, but not for purposes of calculating Interest Periods, if the day on which such payment is due is not a Business Day, then amounts due on such date shall be due on the immediately preceding Business Day and with respect to payments of principal due on the Maturity Date, interest shall be payable at the Applicable Interest Rate or the Default Rate, as the case may be, through and including the day immediately preceding such Maturity Date.  All amounts due pursuant to this Agreement and the other Loan Documents shall be payable without setoff, counterclaim, defense or any other deduction whatsoever.

2.3.2.       Payment on Maturity Date.  Borrower shall pay to Lender on the Maturity Date the outstanding principal balance of the Loan, all accrued and unpaid interest and all other amounts due hereunder and under the Note, the Security Instrument and the other Loan Documents.

2.3.3.       Late Payment Charge.  If any scheduled payment of principal, interest or any other sums due under the Loan Documents (other than the principal balance due at maturity) is not paid by Borrower by the date on which it is due, Borrower shall pay to Lender upon demand an amount equal to the lesser of five percent (5%) of such unpaid sum or the maximum amount permitted by applicable law in order to defray the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such

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delinquent payment.  Any such amount shall be secured by the Security Instrument and the other Loan Documents to the extent permitted by applicable law.

2.3.4.       Method and Place of Payment.  Except as otherwise specifically provided herein, all payments and prepayments under this Agreement and the Note shall be made to Lender not later than 2:00 P.M., New York City time, on the date when due and shall be made in lawful money of the United States of America in immediately available funds at Lender’s office or as otherwise directed by Lender, and any funds received by Lender after such time shall, for all purposes hereof, be deemed to have been paid on the next succeeding Business Day.

Section 2.4.            Prepayments.

2.4.1.       Voluntary Prepayments.  Prior to the Lockout Release Date, the outstanding principal amount of the Loan may not be voluntarily prepaid by Borrower in whole or in part.  Subject to the provisions of this Section 2.4.1, on or after the Lockout Release Date, Borrower may, at its option and upon twenty (20) days prior notice to Lender (which notice may be revoked or modified by Borrower upon at least five (5) Business Days prior notice to Lender so long as Borrower shall pay all reasonable costs and expenses incurred by Lender in connection with any such revocation or modification), prepay the Debt in whole or in part, on any day; provided that (i) if such prepayment occurs prior to or on the Spread Maintenance Outside Date, such prepayment is accompanied by payment of the then applicable Spread Maintenance, and (ii) if for any reason (including, without limitation, a partial prepayment made in accordance with the final sentence of this Section 2.4.1), Borrower prepays the Loan on a date other than a Payment Date, Borrower shall pay Lender, in addition to the Debt and any applicable Spread Maintenance, all interest which would have accrued on the amount of the Loan through and including the last day of the Interest Period related to the Payment Date next occurring following the date of such prepayment.  Lender shall not be obligated to accept any prepayment unless it is accompanied by the Spread Maintenance due in connection therewith (if any).  Notwithstanding the foregoing, Borrower may at any time during the term, prepay a portion of the outstanding principal of the Loan in an aggregate amount not to exceed Fifty Million Dollars ($50,000,000) without the requirement to pay any Spread Maintenance; provided that, if such prepayment occurs on a date other than a Payment Date, Borrower shall pay Lender all interest which would have accrued on the amount of the Loan through and including the last day of the Interest Period related to the Payment Date next occurring following the date of such prepayment.

2.4.2.       Mandatory Prepayments.

(a)           On the next occurring Payment Date following the date on which Lender actually receives any Net Proceeds, if Lender is not obligated to make such Net Proceeds available to Borrower for Restoration, Borrower shall prepay, or authorize Lender to apply Net Proceeds as a prepayment of, the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Proceeds.  Other than during the existence of an Event of Default, no Spread Maintenance or prepayment premium shall be due in connection with any prepayment made pursuant to this Section 2.4.2.

(b)           Upon Final Completion of the Renovation Project, Lender shall, at Borrower’s option, apply any amounts then held in the Renovation Project Reserve Account to prepay the

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Loan, together with the payment of any Spread Maintenance required hereunder, or deposit such amounts into the General Reserve Account.

(c)           If any prepayment pursuant to this Section 2.4.2 occurs on a date other than a Payment Date, Borrower shall in connection with such payment, pay to Lender all interest which would have accrued on the Loan through and including the last day of the Interest Period related the Payment Date next occurring following the date of prepayment.

2.4.3.       Prepayments After Default.  If following an Event of Default payment of all or any part of the Debt is tendered by Borrower or otherwise recovered by Lender (including through application of any Reserve Funds), such tender or recovery shall be (a) made on the next occurring Payment Date, and (b) deemed a voluntary prepayment by Borrower and Borrower shall pay, in addition to the Debt, an amount equal to any then applicable Spread Maintenance pursuant to Section 2.4.1.

2.4.4.       Prepayments Prior to Determination Date.  Notwithstanding anything contained herein to the contrary, in the event that Borrower makes a prepayment of all or any portion of the Loan in accordance with the provisions of this Agreement, if such prepayment occurs during the time period in any month from and including the date after the Payment Date through and including the next Determination Date, it may be impossible for Borrower and Lender to calculate with certainty the interest that would have accrued at the Applicable Interest Rate on the amount then prepaid through the Payment Date next occurring.  Accordingly, in the event that any portion of the Loan is prepaid during the time period in any month from and including the date after the Payment Date through and including the applicable Determination Date, the interest that would have accrued on such prepaid amount of the Loan at the Applicable Interest Rate through the Payment Date next occurring shall be calculated based on an interest rate (the “Assumed Note Rate”) equal to the sum of (i) LIBOR calculated in accordance with the definition of “LIBOR” herein, but assuming that the Determination Date used in such definition is the date on which such prepayment is made, plus the Spread.  Thereafter, on the Determination Date applicable to the Interest Period following the Interest Period in which such prepayment occurs, Lender shall determine the Applicable Interest Rate.  If it is determined by Lender that the Applicable Interest Rate for the Interest Period in which such prepayment occurs is less than the Assumed Note Rate, Lender shall promptly refund to Borrower, without interest, an amount equal to the difference between the interest paid by Borrower on the prepaid amount for such Interest Period calculated at the Assumed Note Rate and the amount of interest on the prepaid amount for such Interest Period calculated at the actual Applicable Interest Rate for the Loan.  Alternatively, in the event that it is determined that the actual Applicable Interest Rate for applicable Interest Period is greater than the Assumed Note Rate, Borrower shall promptly pay to Lender, without additional interest or other late charges or penalties (and in no event later than the next Payment Date) an amount equal to the difference between the interest paid by Borrower on the prepaid amount for the Interest Period in which such prepayment occurs calculated at the Assumed Note Rate and the amount of interest on the prepaid amount for such Interest Period calculated at the actual Applicable Interest Rate.

Section 2.5.            Release of Property.  Except as set forth in this Section 2.5, no repayment or prepayment of all or any portion of the Note shall cause, give rise to a right to require, or otherwise result in, the release of the Lien of the Security Instrument.  Lender shall, upon the

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written request and at the expense of Borrower, upon payment in full of all principal and interest due on the Loan and all other amounts due and payable under the Loan Documents in accordance with the terms and provisions of the Note and this Agreement, release the Lien of the Security Instrument.

Section 2.6.            Cash Management.

2.6.1.       Establishment of Collection Account.

(a)           Borrower has established and shall maintain the Collection Accounts with Property Bank throughout the term of the Loan.  In connection with a Securitization, Lender shall have the right to cause the Collection Accounts to be entitled with such other designation as Lender may select to reflect an assignment or transfer of Lender’s rights and/or interests with respect to the Collection Account.  Except with respect to Borrower’s right, from time to time, to direct the amount of certain funds in connection with (i) the maintenance of the Gaming Liquidity Requirement and (ii) the payment of Pass-Through Amounts, each in accordance with Section 2.6.1(g), the Collection Account shall be under the sole dominion and control of Lender (which may be exercised through Servicer).  Lender (and its agents, including Servicer) shall have the sole right to make withdrawals from the Collection Accounts in accordance with the terms and conditions of this Agreement and the other Loan Documents, except as otherwise expressly provided in this Agreement or the other Loan Documents.  All costs and expenses for establishing and maintaining the Collection Accounts shall be at Borrower’s sole cost and expense.

(b)           Borrower hereby represents and warrants to Lender that attached hereto as Schedule V is a true, correct and complete list of any and all Borrower Accounts maintained by, or on behalf of Borrower or its Affiliates in any jurisdiction that include funds arising out of, or are otherwise attributable to, the Property or relate to the operation and management of the Property on the date hereof, identifying the bank, account name and account number, together with a chart showing the usual and customary flow of funds with respect to such Borrower Accounts in the usual course of business.  The accounts identified on Schedule V are the only Borrower Accounts existing on the date hereof.  Borrower shall at all times cause all Borrower Accounts to be subject to the Lien of the Loan Documents as security for Borrower’s obligations under this Agreement and the other Loan Documents.

(c)           Borrower and its Affiliates shall execute and deliver such documents, instruments, certificates, assignments and other writings, and do such other acts necessary or desirable, to evidence, preserve and/or protect, maintain and perfect Lender’s security interest in the Borrower Accounts.  Borrower may not, without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed) open any new accounts or in any way alter the flow of funds and payment into and/or out of such Borrower Accounts in any material respect from that shown on Schedule V, including without limitation, changing the source, type or currency of any payments currently deposited and maintained in any such account.  Notwithstanding the foregoing, Borrower or its Affiliates may, without Lender’s consent but on prior written notice to Lender, open and maintain one or more Borrower Accounts in which to deposit and maintain Excess Cash Flow or Cash Expenses disbursed to Borrower from time to time in accordance with this Agreement; provided that, in each case, such Borrower Accounts are identified to Lender

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and shall be subject to a first priority perfected security interest in favor of Lender pursuant to the Loan Documents.  From and after the date hereof, Borrower shall use all commercially reasonable efforts to continuously and diligently pursue any and all Governmental Approvals required with respect to the foregoing and shall execute and deliver such documents, instruments, certificates, assignments and other writings, and do such other acts necessary or desirable, to evidence, preserve and/or protect, maintain and perfect Lender’s security interest in the Borrower Accounts.

(d)           Borrower shall, or shall cause Manager to, deliver irrevocable written instructions to each tenant under any Lease at the Property, in form and substance reasonably acceptable to Lender, directing each such tenant to deliver all Rents payable thereunder directly to the Collection Account.  Borrower shall, or shall cause Manager to, deliver irrevocable written instructions to each of the credit card companies or credit card clearing banks delivering receipts to any of the Borrower Accounts, in form and substance reasonably acceptable to Lender, directing each such credit card company or credit card clearing bank to deliver all receipts payable with respect to the Property directly to the Collection Accounts.  Borrower shall, or shall cause TSP Owner to, deliver irrevocable written instructions to Timeshare Project Developer, in form and substance reasonably acceptable to Lender, directing Timeshare Project Developer to deliver all Timeshare Project Proceeds received by, paid or payable to or for the account of Borrower or any of its Affiliates directly to the Timeshare Project Proceeds Account.

(e)           Borrower and its Affiliates shall deposit all Revenue received by, paid or payable to or paid for the benefit of Borrower into the Collection Accounts within one (1) Business Day after receipt.  Borrower shall diligently and continuously use all commercially reasonable efforts to cause any other Person to deposit all Revenue received by, paid or payable to or paid for the benefit of Borrower into the Collection Accounts within one (1) Business Day after receipt.

(f)            Notwithstanding the foregoing provisions of this Section 2.6.1, but subject to the terms of the Collection Account Agreement, Borrower shall be entitled to retain the Gaming Operating Reserve in accordance with applicable Gaming Laws, which shall be maintained on deposit in the Casino Accounts.

(g)           Property Bank shall transfer in immediately available funds by federal wire transfer all amounts on deposit in the Collection Accounts once every Business Day to the Cash Management Account; provided, however, that Borrower shall have the right from time to time by delivery of written notice simultaneously to Property Bank and Lender to require Property Bank to transfer all or any portion of such available funds on deposit in any Collection Account to (i) any Casino Account solely in an amount equal to any incremental increase in the amount of the Gaming Liquidity Requirement that is required to be maintained by OpBiz under applicable gaming Laws in the Borrower Accounts as a result of any increase in gaming business at the Casino Component or due to any change in the applicable requirements under Gaming Laws generally or to (ii) one of the Borrower Accounts solely from credit card receipts in amounts equal to any Pass-Through Amounts.  Notwithstanding the foregoing, so long as no Event of Default shall have occurred and then be continuing, from and after the Stabilization Date, Lender shall direct Property Bank to transfer in immediately available funds by federal wire transfer all amounts on deposit in the Collection Account once every Business Day to the Borrower Disbursement Account.  Borrower shall deliver irrevocable written instructions to Property

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Bank, in form and substance reasonably acceptable to Lender, directing Property Bank to comply with all instructions originated by Lender (and/or its agents, including Servicer) directing the disposition of funds in the Collection Accounts without further consent by Borrower.

2.6.2.       Establishment of Cash Management Account.

(a)           Borrower has established and shall maintain the Cash Management Account with Cash Management Bank throughout the term of the Loan. In connection with any Securitization, Lender shall have the right to cause the Cash Management Account to be entitled with such other designation as Lender may select to reflect an assignment or transfer of Lender’s rights and/or interests with respect to the Cash Management Account.  The Cash Management Account shall be under the sole dominion and control of Lender (which may be exercised through Servicer).  Lender (and its agents, including Servicer) shall have the sole right to make withdrawals from the Cash Management Account in accordance with the terms and conditions of this Agreement and the other Loan Documents, except as otherwise expressly provided in this Agreement or the other Loan Documents.  All costs and expenses for establishing and maintaining the Cash Management Account (and any sub account thereof) shall be at Borrower’s sole cost and expense.

(b)           Lender shall establish the following sub accounts (which may be ledger entry sub accounts) of the Cash Management Account, each in the name of Lender, into which funds on deposit in, or other financial assets credited to, the Cash Management Account shall be deposited, credited or otherwise allocated in accordance with the provisions of Section 2.6.3:

(i)            the Tax and Insurance Escrow Account into which Tax and Insurance Escrow Funds shall be deposited pursuant to Section 7.2;

(ii)           the FF&E Reserve Account into which FF&E Reserve Funds shall be deposited pursuant to Section 7.3;

(iii)          the Interest Reserve Account into which Interest Reserve Funds shall be deposited pursuant to Section 7.4;

(iv)          the Renovation Project Reserve Account into which certain Renovation Project Reserve Funds shall be deposited pursuant to Section 7.5;

(v)           the Timeshare Project Proceeds Account into which Timeshare Project Proceeds shall be deposited under certain circumstances pursuant to Section 7.6;

(vi)          the Required Repair and Remediation Account into which Required Repair and Remediation Reserve Funds shall be deposited pursuant to Section 7.1;

(vii)         the Excess Cash Reserve Account into which Excess Cash Flow shall be deposited under certain circumstances pursuant to Section 7.7;

(viii)        the Future Project Reserve Account into which certain Future Project Reserve Funds shall be deposited pursuant to Section 7.8;

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(ix)           the General Reserve Account into which certain General Reserve Funds shall be deposited pursuant to Section 7.9; and

(x)            the Accrual Adjustment Reserve Account into which the Accrual Adjustment Funds shall be deposited pursuant to Section7.10.

2.6.3.       Accounts Generally.

(a)           Borrower shall be responsible for payment of any federal, state or local income or other tax applicable to the interest or income earned on the Collection Accounts, the Cash Management Account and any sub-account thereof.  The Cash Management Account and any sub-account thereof shall be assigned the federal tax identification numbers of Borrower which are 83-0467624 with respect to Fee Owner and 84-1622338 with respect to OpBiz.  Borrower shall provide Lender, at any time upon request of Lender, with a Form W-8 or W-9 to evidence that Borrower is not subject to any back-up withholding under the Code.

(b)           Without limiting the provisions of the Security Instrument, to further secure the full and timely payment and performance of the Debt, Borrower hereby expressly grants to Lender a continuing, first priority security interest in, and pledges and collaterally assigns to Lender all of Borrower’s rights, title and interest in, to and under, all of the following, whether now owned or existing or hereafter acquired, created or arising, whether tangible or intangible, and regardless of where located: (i) in the Collection Accounts, the Cash Management Account, all sub-accounts thereof and all security entitlements, investment property and other financial assets at any time and from time to time deposited or contained therein or credited thereto (as each such term is defined in Article 8 and Article 9 of the UCC); (ii) any and all monies, checks, deposits, investment property or other financial assets now or hereafter credited to the Collection Accounts or the Cash Management Account (including any sub-account thereof) or held by or on behalf of Lender; and (iii) all proceeds (as defined in the UCC) of all or any of the foregoing.  Borrower will at its sole cost and expense take all actions necessary to maintain in favor of Lender a first priority perfected security interest in the Collection Accounts and the Cash Management Account, including, without limitation, entering into the Account Control Agreement and filing (and Borrower hereby irrevocably authorizes Lender to file) UCC-1 financing statements and continuations thereof.  Borrower will not in any way alter or modify the Collection Accounts or the Cash Management Account.  Borrower shall not, without obtaining the prior consent of Lender, further pledge, assign or grant any security interest in the Collection Accounts, the Cash Management Account, any sub-account thereof or any monies deposited therein or other financial assets credited thereto or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC-1 financing statements, except those naming Lender as the secured party, to be filed with respect thereto.

(c)           Lender may exercise in respect of the Collection Accounts, the Cash Management Account or any or all of the sub-accounts thereof all rights and remedies available to Lender hereunder or under the other Loan Documents or otherwise available at law or in equity.  Without limiting the generality of the foregoing, upon the occurrence of an Event of Default, Borrower shall have no further right to request or otherwise require Lender to disburse any Reserve Funds or have any further rights whatsoever therein, and Lender may, at Lender’s option (i) continue to hold any or all of the Reserve Funds, (ii) continue from time to time to apply all or

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any portion of the Reserve Funds to any payment(s) to which such Reserve Funds could have been applied prior to such Event of Default, to the extent and in such order and manner as Lender in its sole discretion may determine, and/or (iii) apply any sums then present in any or all of the Reserve Funds to the payment of the Debt in any order in its sole discretion.  The remedies provided in this Agreement, the Security Instrument and the other Loan Documents are cumulative and not exclusive of any remedies provided at law or in equity.

2.6.4.       Application of Funds in the Cash Management Account.

(a)           Provided no Event of Default shall have occurred and be continuing and subject to the terms and provisions of Section 7.10, on each Payment Date (or, if such Payment Date is not a Business Day, on the immediately preceding Business Day) all funds on deposit in the Cash Management Account shall be applied by Lender to the payment of the following items in the order indicated:

(i)            First, payments to the Tax and Insurance Escrow Fund in accordance with the terms and conditions of Section 7.2;

(ii)           Second, payment of the monthly Debt Service, applied first to the payment of interest computed at the Applicable Interest Rate;

(iii)          Third, payment to Lender of any other amounts then due and payable under the Loan Documents;

(iv)          Fourth, payments to the Borrower Disbursement Account for monthly Cash Expenses to be paid by Borrower in accordance with the related Approved Annual Budget pursuant to a written request for payment submitted by Borrower to Lender specifying the individual Cash Expenses in a form reasonably acceptable to Lender;

(v)           Fifth, payments to the FF&E Reserve Account in accordance with the terms and conditions of Section 7.3;

(vi)          Sixth, payments to the Borrower Disbursement Account for any Extraordinary Expenses reasonably approved by Lender, if any, to be paid by Borrower, pursuant to a written request for payment submitted by Borrower to Lender specifying the individual Extraordinary Expenses in a form reasonably acceptable to Lender;

(vii)         Seventh, during any Excess Cash Flow Sweep Period, provided no Event of Default shall have occurred and then be continuing, any excess amounts remaining in the Cash Management Account (“Excess Cash Flow”) shall be deposited into the Excess Cash Reserve Account to be held and/or applied in accordance with Section 7.7 until such time as the aggregate amount of Excess Cash Flow that has been deposited into the Excess Cash Reserve Account during such Excess Cash Flow Sweep Period shall equal $3,000,000 and, thereafter, any remaining Excess Cash Flow shall be held and disbursed as Excess Cash Flow in accordance with the remaining provisions of this Section 2.6.4(a);

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(viii)        Eighth, during any Extension Term Sweep Period, provided no Event of Default shall have occurred and then be continuing, any Excess Cash Flow shall be deposited into the Excess Cash Reserve Account to be held and/or applied in accordance with Section 7.7; and

(ix)           Lastly, provided no Event of Default shall have occurred and then be continuing, any Excess Cash Flow shall be deposited into the Borrower Disbursement Account from which Borrower shall be entitled to make distributions so long as no Event of Default shall then exist.

(b)           Notwithstanding the foregoing, Borrower shall remain obligated to cause sufficient amounts to be deposited in the Cash Management Account on or before each Payment Date to make the payments set forth in clauses (i), (ii), (iii), (iv), (v) and (vi) of Section 2.6.4(a) above, or to otherwise timely pay such amounts on each Payment Date.  The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.

(c)           All funds on deposit in the Cash Management Account following the occurrence and during the continuance of an Event of Default may be applied by Lender to the Debt and/or the Reserve Funds in such order and priority as Lender shall determine.

2.6.5.       Payments Received in the Cash Management Account.  Notwithstanding anything to the contrary contained in this Agreement and the other Loan Documents, and provided no Event of Default has occurred and is continuing, Borrower’s obligations with respect to the monthly payment of Debt Service and amounts due for the Tax and Insurance Escrow Fund, FF&E Reserve Fund and any other payment reserves established pursuant to this Agreement or any other Loan Document shall be deemed satisfied to the extent sufficient amounts are deposited in the Cash Management Account to satisfy such obligations on the dates each such payment is required, regardless of whether any of such amounts are so applied by Lender.

Section 2.7.            Extension of the Initial Maturity Date.  Borrower shall have the option to extend the term of the Loan (each an “Extension Option”) beyond the Initial Maturity Date for three (3) successive terms (each, an “Extension Term”) of one (1) year each (each then applicable Maturity Date, as extended following the exercise of each such option is hereinafter the “Extended Maturity Date”) upon satisfaction of the following terms and conditions:

(a)           no Default or Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the date that the applicable Extension Term is commenced;

(b)           Borrower shall notify Lender of its irrevocable election to extend the Maturity Date as aforesaid not earlier than six (6) months, and no later than forty-five (45) days, prior to (i) with respect to the first Extension Option, the Initial Maturity Date and (ii) with respect to each successive Extension Option, the then applicable Extended Maturity Date;

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(c)           Borrower shall obtain and deliver to Lender not later than ten (10) Business Days prior to the first day of each Extension Option, one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty which Replacement Interest Rate Cap Agreement shall be effective commencing on the first date of such Extension Option and shall have a maturity date no earlier than the applicable Extended Maturity Date;

(d)           in connection with each Extension Option, Borrower shall have delivered to Lender together with its notice pursuant to Section 2.7(b) and as of the commencement of the applicable Extension Option, an Officer’s Certificate in form acceptable to Lender certifying that each of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as of the date of such Officer’s Certificate to the extent such representations and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of time;

(e)           with respect to any exercise of the second and/or third Extension Options, Borrower shall pay to Lender an extension fee equal to 0.25% of the then outstanding balance of the Debt, such payment to be made on or prior to the first day of the applicable Extension Term;

(f)            Borrower shall provide evidence reasonably satisfactory to Lender that there is sufficient capital available to Borrower to pay any necessary Capital Expenditures with respect to the Property;

(g)           Borrower shall deposit additional funds into the Interest Reserve Account in an amount (if any) sufficient to result in a Debt Service Coverage Ratio for the extension term of at least 1.10:1.00 with respect to the Property;

(h)           Lender shall have received such other opinions, documents and information in connection with the foregoing, as may be reasonably requested by Lender; and

(i)            Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel) in connection with the foregoing.

ARTICLE III.

PROJECT FUNDING AND

CONSTRUCTION MATTERS

Section 3.1.            Project Funding Advances.

3.1.1.       Use of Advances.

(a)           Subject to the provisions of this Section 3.1, Borrower shall use Renovation Project Advances made by Lender pursuant to this Agreement only for the payment of Project Costs with respect to the Project and, in the event that Borrower shall determine to proceed with

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any Future Project, Borrower shall use Future Project Advances made by Lender pursuant to this Agreement only for the payment of Project Costs with respect to such Future Project.

(b)           With respect to any Project:

(i)            each Project Advance made to Borrower shall be received, held and used by Borrower to pay for Hard Costs and Soft Costs of the applicable Project, as the case may be, in each case in accordance with the applicable Project Budget; and

(ii)           Borrower shall use the proceeds of any Project Advances only to pay or reimburse itself for Project Costs actually incurred in connection with the Project and which were specified on the Project Advance Request for such Project Advance.

(c)           Notwithstanding anything to the contrary contained herein, it is acknowledged and agreed that it shall be a condition to any right of Borrower to receive any Future Project Advances or to proceed with any portion of any Future Project, that Lender shall have reasonably approved the Project Plan, the Project Budget, the Plans and Specifications and all other material Project Documents relating to such Future Project, together with such other reasonable and customary diligence relating to such Future Project as Lender shall reasonably require.  In the event that Borrower shall determine to proceed with any Future Project, Borrower shall not commence, and shall not cause or permit any other Person to commence, any Work with respect to such Future Project, unless the following conditions shall have been satisfied (or waived by Lender in its sole discretion):

(i)            Lender shall have received and approved, which approval shall not be unreasonably withheld, fully executed original counterparts of the Project Plan, the Plans and Specifications, the Project Budget, any Architect Agreement, any Developer Agreement, any Construction Manager Agreement, any General Contractor Agreement, any Engineer Agreement and any Major Trade Contract.

(ii)           Lender shall have received an Anticipated Cost Report for such Future Project in the form required hereunder which sets forth the anticipated costs to complete construction of such Future Project after giving effect to costs incurred to date.

(iii)          Lender shall have received evidence reasonably satisfactory to Lender that the Project Improvements to be constructed as part of such Future Project are and shall be in compliance with all Legal Requirements.

(iv)          Lender shall have received a copy of all Construction Permits necessary for or relating to the construction of such Future Project.

(v)           Lender shall have received evidence reasonably satisfactory to Lender that Borrower has sufficient funds in addition to any available proceeds of the Future Funding to complete such Future Project.

(vi)          Borrower shall deliver a certificate that contains substantially the same representations with respect to such Future Project as are set forth in Section 3.2 hereof

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and confirms that each of such representations are true, correct and complete on and as of the date delivered.

(vii)         In the event that such Project will result in more than one hundred guest rooms being unavailable for use at any one time, BH Guarantor and RE Guarantor shall have executed and delivered to Lender a Completion Guaranty with respect to such Project, such Completion Guaranty to be in substantially the same form as the Completion Guaranty delivered to Lender on the date hereof and otherwise in form and substance reasonably acceptable to Lender.

3.1.2.       General Requirements Applicable to Construction Project Advances.

(a)           Subject to the other provisions of this Agreement, any Project Advances shall be made in accordance with Project Advance Requests submitted by Borrower and verified by Construction Consultant in accordance with the provisions of this Section 3.1.  The proceeds of any Project Advance shall be advanced by Lender from time to time on Advance Dates by transfer of such funds to the Construction Disbursement Account or in such other manner as Lender and Borrower may agree.  Borrower shall not deposit any other funds into the Construction Disbursement Account other than sums sufficient to pay the administrative costs of such account.

(b)           Project Advances shall be made, in the case of the Initial Project Advance, upon satisfaction of the conditions precedent set forth in Section 3.1.7 and in the case of any Project Advance made after such Initial Project Advance, upon satisfaction of the conditions set forth in Section 3.1.8 and, for the Final Project Advance only, Section 3.1.9, except to the extent that Lender may elect to waive any such conditions precedent in its sole and absolute discretion.  All conditions precedent to the obligation of Lender to make Project Advances are imposed solely for the benefit of Lender and no other party may require satisfaction of any such condition precedent or be entitled to assume that Lender will refuse to make either the Future Funding or any Project Advance in the absence of strict compliance with such conditions precedent.  Any or all requirements of this Agreement may be waived by Lender, in whole or in part, at any time and any such waiver shall not be deemed a modification of this Agreement.

3.1.3.       Amount of Advances.

(a)           Subject to the terms of this Section 3.1, so long as no Event of Default shall exist, Project Advances shall be made with respect to any Project from time to time in accordance with the Construction Schedule and the Disbursement Schedule as such Project progresses, but no more frequently than twice in each calendar month.

(b)           Subject to the other provisions of this Agreement, any Project Advance shall be made on the basis of (i) the Line Items for Hard Costs and Soft Costs specified in the Project Budget, and (ii) the documented cost of Work for the Project in place and performed and services provided, and to the extent provided in Section 3.1.12, materials stored on or off the Property, in each case as such cost is reasonably determined by Lender as provided in this Agreement; provided, that Lender shall at no time be obligated to disburse any proceeds of the

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Future Funding for work performed, materials furnished or services provided under Construction Contracts that are not fully executed and delivered.

(c)           With respect to each Project, (i) the Project Budget for such Project shall reflect, by category and Line Item, the purposes and the amounts for which funds to be advanced by Lender under this Agreement are to be used, and (ii) subject to the provisions of Section 3.1.10 or as Lender may otherwise agree in its sole discretion, Lender shall not be required to disburse for any Line Item more than the amount specified for such Line Item in the Project Budget for such Project.

(d)           The calculation of any Project Advance shall account for Retainage as provided for in Section 3.6.  It is hereby acknowledged and agreed that the Retainage is intended to provide a contingency fund protecting Lender against the failure of Borrower or Guarantors to fulfill any obligations under the Loan Documents and that Lender may charge amounts to pay for the Project Costs against such Retainage in the event Lender is required or elects to expend funds to cure any Event of Default.

3.1.4.       Advances for Hard Costs.  With respect to each Project, no Project Advance will be made for any Hard Costs unless the amount of the Hard Costs thereof are set forth in the Project Budget as Line Items (or portions thereof) to be funded from the Future Funding.  Project Advances may be made for advance deposits for material to be included in the Project.  Project Advances for Hard Costs with respect to the trade or any portion of construction covered by any of the Line Items (or portions thereof) in the Project Budget to be funded from the Future Funding shall not exceed:

(i)            the total Hard Costs as set forth as a Line Item (or portion thereof) in the Project Budget to perform and complete the trade or portion of construction covered by such Line Item, multiplied by the stage of completion of such trade or portion of construction (expressed as a percentage) as determined by the Construction Consultant; less

(ii)           any Retainage with respect to such Line Item, if withheld pursuant to the terms hereof, and the amounts previously advanced for such Hard Costs as set forth in such Line Item.

3.1.5.       Advances for Soft Costs.  With respect to each Project, to the extent that any Project Advance Request shall include Soft Costs, Lender will, upon satisfaction of the applicable conditions set forth in this Agreement, include the full amount of such Soft Costs in a Project Advance if (i) such Soft Costs are set forth in the Project Budget as a portion of the Project Costs to be funded from the Future Funding, and (ii) Lender has received evidence reasonably satisfactory to Lender that such Soft Costs are then due and payable or have been paid by Borrower.

3.1.6.       Project Advance Requests.

(a)           Form of Project Advance Request.  In the event that Borrower shall wish to obtain a Project Advance, Borrower shall deliver to Lender and the Construction Consultant a fully completed and executed Project Advance Request that satisfies the requirements set forth in this

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Section 3.1 at least ten (10) Business Days prior to the Advance Date.  Each Project Advance Request delivered by Borrower shall constitute Borrower’s representation and warranty to Lender that:

(i)            any completed construction for which the Project Advance is being requested is substantially in accordance with the Plans and Specifications;

(ii)           all costs for the payment of which the Lenders have previously advanced funds have in fact been paid;

(iii)          all the representations and warranties of each Borrower Party contained in the Loan Documents were true, correct and complete as of the date of execution of the Agreement, and in all material respects as of the date of any previous Advance and continue to be true and correct in all material respects as of the date of such Advance Request except to the extent that the same can no longer be true as the result of the passage of time; and

(iv)          no Default or Event of Default shall have occurred and be continuing hereunder.

(b)           Project Advance Request Required Documentation.  Each Project Advance Request shall be subject to Lender’s reasonable approval and shall be in accordance with the Disbursement Schedule, and shall be accompanied by:

(i)            an executed Borrower Advance Certification in the form attached hereto as Exhibit C;

(ii)           with respect to any Project Advance Request that includes Hard Costs, a completed and itemized Application and Certificate for Payment (AIA Document No. G702) or similar form approved by Lender, together with invoices relating to all items of Project Costs in excess of $50,000 covered thereby and accompanied by a cost breakdown showing the cost of Work for the Project on, and the cost of materials incorporated into, the Improvements of the Project to the date of the Advance Request; the cost breakdown shall also show the percentage of completion of each Line Item on the Project Budget, and the accuracy of the cost breakdown shall be certified by the Borrower; all such applications for payment shall also show all Trade Contractors and subcontractors being paid by such Project Advance, including the Major Trade Contractors, by name and trade, the total amount of each such Construction Contract or subcontract, the amount theretofore paid to each Trade Contractor and subcontractor thereunder as of the date of such application, and the amount to be paid from the proceeds of the Project Advance to each Trade Contractor and subcontractor;

(iii)          with respect to any Project Advance Request that includes Hard Costs, a Construction Consultant Certificate in form and substance reasonably acceptable to Lender;

(iv)          a list of all Change Orders for the Renovation Project that have not yet been submitted to Lender on the date of such Project Advance Request, together with a

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statement by Borrower that copies of the same have been submitted to Construction Consultant prior to the date of such Project Advance Request, together with a list of all Change Orders then to date and a list of all contemplated Change Orders;

(v)           a list of all Trade Contracts for the Project executed since the date of the then last preceding Project Advance, together with a statement by Borrower that copies of such Trade Contracts involved with the Project executed by (or on behalf of) Borrower since the date of the then last preceding Project Advance have been submitted to Construction Consultant prior to the date of such project Advance Request;

(vi)          except with respect to any Initial Project Advance thereunder, payment receipts substantially in the form attached as Exhibit F from any Construction Manager, any General Contractor and all Trade Contractors evidencing that they have been paid in full for all work performed and/or materials supplied to the date of the preceding Advance, except for Retainage provided for in this Agreement;

(vii)         with respect to any Project Advance Request that includes Soft Costs, (i) evidence  reasonably satisfactory to Lender that such Soft Costs have been properly incurred and are due and payable and are within budgeted amounts, and (ii) invoices, statements or such other information and documentation as Lender shall reasonably request or require with respect to such Soft Costs covered by such Advance Request to evidence the validity of such Soft Costs;

(viii)        evidence reasonably satisfactory to Lender that the full amount of the last preceding Project Advance has been paid out by Borrower, Construction Manager and/or General Contractor to the Persons with respect to whom such Advance was disbursed and otherwise in accordance with this Agreement; and

(ix)           such other information and documents as may be reasonably requested or required by Lender or Construction Consultant with respect to the Project Costs covered by such Project Advance Request.

(c)           Procedure of Advances.  If Borrower shall have complied with the provisions of this Section 3.1.6, Lender shall make the requested Project Advance available to Borrower on the Advance Date set forth in the applicable Project Advance Request in accordance with the terms of this Section 3.1.6(c).

(i)            Each Project Advance shall be made by Lender by wire transfer to the Construction Disbursement Account.  All proceeds of all Project Advances shall be used by Borrower only for the purposes for which such Project Advances were made and Borrower shall not commingle Project Advance proceeds with any other funds of Borrower or its Affiliates.

(ii)           No Project Advance by Lender shall be deemed to be an approval or acceptance by Lender or the Construction Consultant of any Work performed thereon or the materials furnished with respect thereto.

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(iii)          No Project Advance by Lender shall constitute a waiver of any of the conditions to make further Project Advances set forth herein.

3.1.7.       Conditions to the Initial Project Advance.  With respect to any Project, the obligation of Lender to make any Initial Project Advance shall be subject to the following conditions precedent, each of which shall be completed to Lender’s reasonable satisfaction (or otherwise waived by Lender in its sole and absolute discretion):

(a)           Project Advance Request.  Borrower shall have delivered Project Advance Request complying with the provisions of this Agreement and attaching all deliveries, certificates and other documentation required hereunder.

(b)           Loan Documents.  The Loan Documents, in form and substance satisfactory to the Lender, shall have been duly executed, as necessary, and delivered by the parties thereto and shall be in full force and effect, and Lender shall have received the originals or fully executed counterparts thereof.

(c)           Payment of Fees.  Borrower shall have paid, or caused to be paid, all fees and expenses required by the Loan Documents, to the extent then due and payable.

(d)           Project Documents.  Lender shall have received a true, correct and complete copy of the Project Plan, the Plans and Specifications, the Project Budget, the Construction Schedule and the Disbursement Schedule, in each case in form and substance reasonably acceptable to Lender and Construction Consultant.  Lender shall have received a true, correct and complete copy of all other Project Documents then in place for the Project, each in form and substance reasonably satisfactory to Lender.  For the purposes of the foregoing, Lender hereby confirms its approval of the Project Plan, and other Project Documents, relating to the Renovation Project, to the extent and in the form delivered to Lender prior to the date hereof.

(e)           Architect Agreement.  Lender shall have received a true, correct and complete copy of each Architect Agreement for the Project, in each case in form and substance reasonably acceptable to Lender and Construction Consultant, and each Architect under such Architect Agreements shall have delivered to Lender a duly executed and completed Architect Consent with respect to its Architect Agreement, in the form required hereunder and otherwise reasonably acceptable to Lender and Construction Consultant.

(f)            Developer Agreement.  Lender shall have received a true, correct and complete copy of any Developer Agreement for the Project, in each case in form and substance reasonably acceptable to Lender and Construction Consultant, and any Developer under such Developer Agreement shall have delivered to Lender a duly executed and completed Developer Consent with respect to its Developer Agreement or, if such Developer is an Affiliate of Borrower, an Assignment of Development Agreement, in each case in the form required hereunder and otherwise reasonably acceptable to Lender and Construction Consultant.

(g)           Construction Manager Agreement.  Lender shall have received a true, correct and complete copy of any Construction Manager Agreement for the Project, in each case in form and substance reasonably acceptable to Lender and Construction Consultant, and any Construction Manager under such Construction Manager Agreement shall have delivered to Lender a duly

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executed and completed Construction Manager Consent with respect to its Construction Manager Agreement, in the form required hereunder and otherwise reasonably acceptable to Lender and Construction Consultant.

(h)           General Contractor Agreement. Lender shall have received a true, correct and complete copy of any General Contractor Agreement for the Project, in each case in form and substance reasonably acceptable to Lender and Construction Consultant, and any General Contractor under such General Contractor Agreement shall have delivered to Lender a duly executed and completed General Contractor Consent with respect to its General Contractor Agreement, in the form required hereunder and otherwise reasonably acceptable to Lender and Construction Consultant.

(i)            Engineer Agreement. Lender shall have received a true, correct and complete copy of each Engineer Agreement for the Project, in each case in form and substance reasonably acceptable to Lender and Construction Consultant, and each Engineer under any such Engineer Agreement shall have delivered to Lender a duly executed and completed Engineer Consent with respect to its Engineer Agreement, in the form required hereunder and otherwise reasonably acceptable to Lender and Construction Consultant.

(j)            Trade Contractors. Lender shall have received and approved in its reasonable discretion a list of all Trade Contractors for the Project that are or, to the extent then identifiable by Borrower, will be engaged in connection with such Borrower Project and Lender shall have reasonably approved the standard form of Trade Contract.

(k)           Major Trade Contracts.  Lender shall have received a true, correct and complete copy of each Major Trade Contract for the Project, in each case in form and substance reasonably acceptable to Lender and Construction Consultant, and each Major Trade Contractor under any such Major Trade Contract shall have delivered to Lender a duly executed and completed Major Trade Contractor Consent with respect to its Major Trade Contract, in the form required hereunder and otherwise reasonably acceptable to Lender and Construction Consultant.

(l)            Governmental Approvals.  A true, correct and complete copy of all Governmental Approvals necessary for the construction of the Project Improvements as contemplated by the Plans and Specifications, including, without limitation, a final non-appealable building permit for the Project with no conditions thereto, and all relevant Construction Permits, licenses and approvals, have been obtained and shall have been delivered to Lender and approved by Lender and Construction Consultant.

(m)          Shortfall.  Lender shall have received evidence reasonably satisfactory to Lender that no Shortfall shall exist.

(n)           Title Policy.  Lender shall have received the Title Insurance Policy, together with evidence of coinsurance and reinsurance direct access arrangements as Lender shall reasonably require.

(o)           Insurance.  Lender shall have received true, correct and complete policies of all insurance required to be maintained pursuant to this Agreement or any other Loan Document or other evidence of such insurance acceptable to Lender in its reasonable discretion.

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(p)           Zoning and Building Codes.  Lender shall have received evidence reasonably acceptable to Lender (including, without limitation, letters from applicable Governmental Authorities, opinions from zoning counsel and certifications from the Architect) that the Project does and will comply with all applicable zoning, subdivision, land use, parking, environmental and building statutes, codes, ordinances, regulations, variances and special regulations.

(q)           Material Adverse Effect.  No event or circumstances shall exist which is reasonably likely to have a Material Adverse Effect.

(r)            Taxes.  Lender shall have received evidence reasonably satisfactory to Lender that Borrower has paid an amount of taxes necessary to make the Security Instrument and other Loan Documents creating and/or perfecting the Liens on the Property valid and enforceable up to the then applicable Loan Amount and including the amount of such Project Advance.

3.1.8.       Conditions to Subsequent Project Advances.  Lender shall not be obligated to make any Advance subsequent to the Initial Project Advance, unless the following conditions are satisfied (or otherwise waived by Lender in its sole and absolute discretion):

(a)           Updates to Conditions for Initial Advance.  To the extent that since the date of the immediately prior Project Advance, Borrower has entered into any new (or amended any existing) Project Documents, Architect Agreements, Developer Agreements, Construction Manager Agreements, General Contractor Agreements, Engineer Agreements or Major Trade Contracts with respect to the Project, Lender shall have received true, correct and complete copies of such documents, agreements and/or amendments, in each case in form and substance reasonably acceptable to Lender and Construction Consultant if and only if Lender has approval rights with respect thereto under the terms of this Agreement, and any new Architect, Developer, Construction Manager, General Contractor, Engineer or Major Trade Contractor shall have delivered to Lender a duly executed and completed Architect Consent, Developer Consent, Construction Manager Consent, General Contractor Consent, Engineer Consent and/or Major Trade Contractor Consent, as applicable.  Borrower shall have also updated the list of Trade Contracts set forth in Section 3.1.7(j), if applicable.

(b)           Representations and Warranties.  On the date of each such subsequent Project Advance, the representations and warranties made by each Borrower Party in any other Loan Documents shall be true and correct in all material respects on and as of the date of such subsequent Advance with the same effect as if made on such date (and each Borrower Party shall have delivered to Lender a certification to such effect) except to the extent that the same can no longer be true as the result of the passage of time.

(c)           No Event of Default.  On the date of each such subsequent Project Advance, no Default or Event of Default hereunder shall have occurred and be continuing.

(d)           Project Advance Request.  Lender shall have received a complete executed Project Advance Request in accordance with the requirements of Section 3.1.6, together with all required attachments and deliveries relating thereto.

(e)           Additional Construction Documents.  Lender shall have received from Borrower an updated certified list of all Construction Contracts for the Project that have been entered into.

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(f)            Updated Project Budget.  Lender shall have received an updated Project Budget, in form and substance reasonably approved by Lender, which indicates the Project Costs anticipated to complete the construction of the Project Improvements, after giving effect to Project Costs incurred during the period since the date of the Initial Project Advance, or the last preceding Project Advance Request, as applicable.

(g)           Miscellaneous.  Lender shall have received all documents, reports, certificates, affidavits and other information, in form and substance satisfactory to Lender or Construction Consultant, as each reasonably may require to evidence compliance by Borrower with all of the provisions of this Agreement.

(h)           Anticipated Cost Report.  Lender shall have received an Anticipated Cost Report in form and substance reasonably approved by Lender.

(i)            Budget Reconciliation.  Lender shall have received a reconciliation by Borrower of the progress and cost of the construction of the Project through the date of the Project Advance with the applicable Construction Schedule and the Project Budget together with a projection of such progress and cost through to completion of the construction of the Project.

(j)            Payment of Fees.  Borrower shall have paid, or caused to be paid, all fees and expenses required by the Loan Documents, to the extent due and payable.

(k)           Shortfall.  Lender shall have received evidence reasonably satisfactory to Lender that no Shortfall shall exist.

(l)            Title Continuation.  Lender shall have received a Title Continuation for the Title Insurance Policy, dated as of the date of such Project Advance, in form and substance reasonably acceptable to Lender.

(m)          Material Adverse Effect.  No event or circumstances shall exist which is reasonably likely to have a Material Adverse Effect.

3.1.9.       Conditions to Final Project Advance.  Lender shall not be obligated to make the final Project Advance, including (without limitation) any Retainage pursuant to this Agreement (the “Final Project Advance”), unless in addition to the conditions set forth in Section 3.1.8, the following conditions are satisfied (or otherwise waived by Lender in its sole and absolute discretion):

(a)           Completion Certificates.  Lender shall have received the Architect Final Completion Certificate and the Construction Consultant Final Completion Certificate with respect to the Project.

(b)           Final Lien Waivers and Receipts.  Lender shall have received from any Construction Manager, any General Contractor and all Trade Contractors either (i) final unconditional release/payment receipts substantially in the form attached as Exhibit G evidencing that the same have been paid in full for all work performed and/or materials supplied, or (ii) final conditional release/payment receipts substantially in the form attached as Exhibit H which shall be conditioned solely upon receipt of a portion of such Final Project Advance.

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(c)           Certificates of Occupancy.  Lender shall have received a copy of the permanent (or temporary) Certificate of Occupancy and all other material Operating Permits for the Project Improvements.

(d)           Final Survey.  Lender shall have received a final Survey of the Property by a surveyor reasonably satisfactory to Lender and the Title Company in the form of the Surveys of the Property delivered to Lender as of the Closing Date (as revised thereafter to the extent required under the Loan Documents) and otherwise reasonably satisfactory to Lender.

(e)           Title Insurance Policy.  Endorsements to the Title Insurance Policy referencing the final survey and indicating no Liens other than Permitted Encumbrances and including an update to the Form 9 Comprehensive Endorsement, in each case in form and substance reasonably acceptable to Lender.

(f)            Payment of Fees.  Lender shall have received payment for any and all fees payable with respect to the Advance pursuant to the Loan Documents, including (without limitation) all fees and expenses of Construction Consultant to the extent then due and payable.

3.1.10.     Budget Reallocations.

(a)           Contingency Line Items.  Borrower may, without Lender’s consent, revise the Project Budget for any Project from time to time to move (i) amounts available under any Line Item for Hard Costs that are designated as “Contingency” to other Line Items for Hard Costs in the Project Budget, and/or (ii) amounts available under any Line Item for Soft Costs that are designated as “Contingency” to other Line Items for Soft Costs in the Project Budget.

(b)           Cost Savings.  If there is a Cost Saving in a particular Line Item of the Project Budget for any Project and such Cost Saving is substantiated by evidence reasonably satisfactory to Lender, then Borrower shall have the right to reallocate such Cost Saving to another Line Item of the Project Budget with respect to which additional costs have been or may be incurred; provided, however, that, subject to the provisions of Section 3.1.10(d) below, Borrower shall in no event or under any circumstances have the right to do the following without in each instance obtaining the prior approval of Lender, which approval may be withheld in its sole and absolute discretion:

(i)            reallocate any portion of the Line Items for interest, fees and other expenses payable hereunder prior to Final Completion of the Project; or

(ii)           reallocate any Cost Savings in any Line Item for Hard Costs to a Line Item other than another Line Item for Hard Costs.

(c)           New Line Items.  Subject to the provisions of Section 3.1.10(d) below, without the prior written consent of Lender in each instance, (i) Borrower shall not be permitted to create any new Line Item in the Project Budget for the Project, and (ii) the Line Item designated “Contingency” may not be reallocated to any such new Line Item.

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(d)           Permitted Budget Modifications.  Notwithstanding the foregoing, Borrower shall have the right, without the consent of Lender, to modify the Renovation Project Budget to the extent the same shall not constitute a Material Change Order pursuant to Section 3.1.13.

(e)           Use of Cost Savings Upon Final Completion. So long as no Event of Default shall then exist, upon Final Completion of the Renovation Project, Lender shall direct Cash Management Bank to transfer all Renovation Project Reserve Funds remaining on deposit in the Renovation Project Reserve Account to the General Reserve Account, whereupon such funds  shall be held and/or disbursed in accordance with the terms of Section 7.9. So long as no Event of Default shall then exist, upon Final Completion of any Future Project, Lender shall direct Cash Management Bank to transfer all Future Project Reserve Funds previously advanced into the Future Project Reserve Account with respect to such Future Project to the General Reserve Account, whereupon such funds shall be held and/or disbursed in accordance with the terms of Section 7.9.

3.1.11.     Loan Balancing and Shortfalls.

(a)           Lender will not be required to make Project Advances pursuant to the provisions of this Agreement or any of the other Loan Documents for more than the amount of any Line Item in the Project Budget for the any Project, unless Cost Savings from other Line Items have previously been reallocated in accordance with the terms hereof or all or a portion of the Line Item designated as “Contingency” has been reallocated to such Line Item in accordance with the terms hereof or any of the actions set forth in Section 3.1.11 below are taken.

(b)           In the event that Lender shall reasonably determine (after reasonable consultation with Borrowers) that there exists any Shortfall with respect to the Future Funding, Lender shall deliver notice of such determination to Borrower and thereafter until such Shortfall no longer exists, Lender will not be obligated to make any Advances of the Future Funding under this Agreement or any of the other Loan Documents and, within ten (10) days of receipt of such notice of determination, Borrower shall take any of the following action:

(i)            establish to Lender’s reasonable satisfaction that contrary to Lender’s prior determination, no Shortfall then exists;

(ii)           reallocate Cost Savings and/or any Line Item designated as “Contingency” pursuant to the terms hereof such that the aggregate sum of the Shortfall is reduced to zero;

(iii)          deposit cash (“Deficiency Cash Collateral”) with Lender as provided herein) or deliver to Lender, as beneficiary, one or more Letters of Credit (a “Deficiency Letter of Credit”), in either case in the aggregate amount of the Shortfall; or

(iv)          make one or more payments on account of Hard Costs and/or Soft Costs until the Shortfall has been reduced to zero.

(c)           If Borrower deposits Deficiency Cash Collateral with Lender, such deposit shall be held in an account which shall be treated as a Reserve Account for all purposes of this Agreement, including Section 7.9.  Any Deficiency Letter of Credit shall have an expiration date

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not earlier than thirty (30) days after the Maturity Date, provided that the expiration date may be one (1) year from its issuance if the Deficiency Letter of Credit provides for a drawing by Lender of the full amount thereof at any time on or after the thirtieth (30th) day preceding its stated expiration date if it has not been renewed or extended.

(d)           Until such time as all Project Costs of the Project have been paid in full or any Shortfall for the Future Funding has been eliminated, Borrower shall have no right to any Deficiency Cash Collateral except for the purpose for which such funds were deposited; provided that, so long as an Event of Default exists, Borrower shall have no right to any such Deficiency Cash Collateral for any purpose and Lender may use and apply such deposit in its sole discretion in accordance with the terms hereof.  Until expended or applied as provided herein, any Deficiency Cash Collateral and the proceeds of any Deficiency Letter of Credit, together with any interest thereon, shall constitute additional security for the obligations of Borrower hereunder.

(e)           Any Deficiency Letter of Credit shall be held by Lender and may be drawn at any time within thirty (30) days prior to the expiration thereof (unless replaced or renewed prior to such drawing) or upon the occurrence and during the continuance of an Event of Default, whereupon the proceeds of the Deficiency Letter of Credit shall be treated as Deficiency Cash Collateral for all purposes.  Any remaining cash amounts held as Deficiency Cash Collateral shall be advanced to pay Project Costs for the Renovation Project in the same manner as if such amounts were proceeds of the Future Funding.

(f)            In the event that after the deposit of any Deficiency Cash Collateral but prior to disbursement thereof or after the delivery of a Deficiency Letter of Credit but prior to the draw of all proceeds thereof, Borrower shall establish to Lender’s satisfaction that due to a change in circumstances, the amount of the Deficiency Cash Collateral or the Deficiency Letter of Credit exceeds the Shortfall for the Future Funding, then, promptly following the request of Borrower and provided no Event of Default shall then exist, such Deficiency Cash Collateral, up to the amount of such excess, shall be disbursed to Borrower or the amount of any Deficiency Letter of Credit, up to the amount of such excess, may be reduced.

3.1.12.     Advances for Stored Materials and Deposits.

(a)           Except to the extent set forth in this Section 3.1.12, Lender shall in no event or under any circumstances have any obligation to make any disbursement of the Future Funding for or with respect to materials which are stored other than on the Property unless Lender reasonably agrees to the contrary.

(b)           Lenders shall not be required to disburse any funds for any materials, machinery or other Personal Property not yet incorporated into the Improvements (the “Stored Materials”) unless Lender and Construction Consultant receive reasonably satisfactory evidence that:

(i)            the Stored Materials are components in substantially final form ready for incorporation into the Project;

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(ii)           the Stored Materials are stored at the Property, in a bonded warehouse in Nevada, or at such other site as Lender shall reasonably approve, and are protected against theft and damage;

(iii)          the Stored Materials under materials only contracts will be paid for in full with the funds to be disbursed and Stored Materials under labor and materials contracts shall be subject to the Retainage requirements set forth herein, and all rights or claims of the supplier will be released upon full payment;

(iv)          Lender shall have received, or will receive upon payment of such Advance, warehouseman’s receipts or other evidence reasonably satisfactory to Lender of the Lender’s first priority Lien in such materials;

(v)           Borrower shall provide proof reasonably satisfactory to Lender that such materials are insured against loss by casualty or theft for their full replacement cost;

(vi)          the aggregate cost of Stored Materials stored at the Property has been reviewed and certified by the Construction Consultant; and

(vii)         the cost of Stored Materials in the aggregate at any time with respect to the Project is not more than $20,000,000.

(c)           In the event that the Borrower shall at any time store materials at any one location other than the Property, the cost of which exceeds the maximum amount permitted under this Section 3.1.12(c), Borrower shall pay the excess cost of such materials with its own funds and shall not be entitled to any Advance in respect of such excess until such time as such excess is located at the Property and the other conditions set forth in this Section 3.1.12 have been satisfied (or waived by Lender in its sole discretion).

(d)           So long as all of the conditions set forth herein have been satisfied, with respect to any Project, Borrower may include in any Project Advance Request an amount in order to pay advance deposits on items being manufactured and where payments are required to be made prior to completion of such manufacture, provided that (i) such items would otherwise constitute Project Costs and would be paid from the Future Funding, (ii) all such amounts shall not exceed $15,000,000 in the aggregate, and (iii) any Project Advance Request that includes such advance deposit amounts shall include a schedule of such amounts, a copy of the applicable contract and the invoice for such advance deposit amount, each as reasonably verified and approved by Construction Consultant.

3.1.13.     Change Orders.

(a)           Borrower shall provide to Lender and Construction Consultant copies of all orders, documents or revisions to Plans and Specifications reflecting Change Orders for the Project, regardless of whether the prior approval by Lender and/or Construction Consultant of any such order, document or revision is required pursuant to the terms hereof.

(b)           Borrower shall not request, initiate, agree to, accept, cause or suffer directly or indirectly any Material Change Order (as defined below) without Lender’s prior written consent,

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not to be unreasonably withheld.  Any Change Order other than a Material Change Order shall not require Lender’s consent.  No Change Order, whether or not approved by Lender (i) shall obligate Lender to increase the amount of the Future Funding, and (ii) nor obligate Lender to make any Advance to the extent the same would not otherwise be obligated pursuant to this Agreement to make such Advance.  Borrower shall submit to Lender and Construction Consultant copies of each proposed Material Change Order prior to entering into it, together with documentation reasonably satisfactory to Lender and Construction Consultant, setting forth all additions and subtractions theretofore made to or from the scope of the Project.  Lender shall promptly review all Material Change Orders so submitted, and grant or deny its consent within ten (10) Business Days of Borrower’s request therefor; provided that the request is accompanied by a notice, which provides in upper case bold-faced type:  “THIS IS A REQUEST FOR AN APPROVAL WITH RESPECT TO A MATERIAL CHANGE ORDER.  IF LENDER FAILS TO RESPOND WITHIN 10 BUSINESS DAYS OF THE EFFECTIVENESS OF THIS NOTICE, THE REQUESTED ACTION WITH RESPECT TO THE MATERIAL CHANGE ORDER WILL BE DEEMED APPROVED”, if Lender does not respond during such ten (10) Business Day period, it shall be deemed to have approved such Material Change Orders.  If any Material Change Order shall require the consent or approval of any third party, Borrower shall provide Lender with written evidence of such consent or approval.  Borrower shall submit to Lender and Construction Consultant copies of all Change Orders entered into with respect to the Project within fifteen (15) days after the same are entered into (and in any event concurrently with any Advance Request to which such Change Order relates), irrespective of whether the same require the prior approval of Lender and Construction Consultant pursuant to this Agreement.  Nothing herein shall be deemed to restrict Borrower’s ability to fund Line Item increases with Equity Payments, provided that Lender’s approval is not otherwise required hereunder.  As used herein, a “Material Change Order” shall mean any Change Order with respect to the Renovation Project, that together with all other Change Orders theretofore entered into with respect to the Renovation Project, increases (i) any “Division” of Line Items in the Renovation Project Budget in excess of 10% of the amount of such “Division” of Line Items on the date hereof, or (ii) the aggregate Project Costs set forth in the Renovation Project Budget in an amount greater than $11,000,000; provided that, with respect to any Future Project, a “Material Change Order” shall be defined by reference to limits reasonably proportionate to the foregoing, as reasonably adjusted by Lender in light of the scope of such Future Project.

3.1.14.     Quality of Work.  No Project Advance or any portion thereof shall be made with respect to defective Work or materials or to any Person that has performed Work or supplied materials that are defective and that has not been cured, as specified in and confirmed by the report of the Construction Consultant; provided, however, that Lender may disburse all or any part of the Future Funding before any such cure if Lender believes it advisable to do so, and all such amounts or portions thereof shall be deemed to have been made pursuant to this Agreement.

Section 3.2.            Renovation Project Representations.  Borrower hereby represents and warrants, with respect to the Renovation Project, as of the Closing Date that:

(a)           Borrower has all necessary power and authority to enter into and perform its obligations under the Renovation Project Documents to which Borrower is a party or is otherwise bound, and all other agreements and instruments to be executed by Borrower in

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connection with the construction of the Renovation Project Improvements and the development of the Renovation Project.

(b)           The Renovation Project Documents to which Borrower is a party have been, and the Renovation Project Documents to which Borrower will be a party will be, duly executed and delivered by Borrower.

(c)           The Renovation Project Documents to which Borrower is a party constitute, and the Renovation Project Documents to which Borrower will be a party, when executed and delivered, each will constitute a legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally.

(d)           The construction of the Renovation Project Improvements and the execution, delivery and performance by Borrower of its obligations under, and the consummation of the transactions contemplated by, each of the Renovation Project Documents to which Borrower is, or will be, a party, and all other agreements and instruments to be executed by Borrower in connection therewith do not and will not (a) violate any Legal Requirement applicable to Borrower, (b) result in a breach of any of the terms, conditions or provisions of, or constitute a default under the organizational documents of Borrower, or any mortgage, indenture, agreement, permit, franchise, license, note or instrument to which Borrower is a party or by which it or any of its properties is bound, or (c) result in the creation or imposition of any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the assets of Borrower (except as contemplated by this Agreement and by the other Loan Documents).

(e)           There are no actions, suits or proceedings at law or in equity or before or instituted by any Governmental Authority pending or, to Borrower’s knowledge, threatened against or affecting Borrower, any of its Affiliates or the Property, or any part thereof which affect or might affect the validity or enforceability of any of the Renovation Project Documents or which may have a material adverse effect on the Borrower’s ability to complete the Renovation Project.

(f)            All Construction Permits that are required in connection with the valid execution, delivery and performance by Borrower of the Renovation Project Documents and all other agreements and instruments to be executed by Borrower in connection therewith have been obtained (or will be obtained when required) and are (or will be) in full force and effect and Borrower agrees that all Construction Permits and Operating Permits required for the construction and operation of the Renovation Project Improvements and otherwise in connection with the carrying out or performance of any of the transactions required or contemplated thereby (other than routine construction and occupancy permits which are not appropriate or necessary for the stages of construction in question) will be obtained when required.

(g)           The Plans and Specifications have been approved, to the extent required as of the date hereof by applicable Legal Requirements, by all Governmental Authorities.  The anticipated use of the Renovation Project Improvements complies with all restrictive covenants affecting the

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Property and all Legal Requirements, including, without limitation, all applicable zoning ordinances and regulations and environmental laws.

(h)           All utility services and facilities necessary for the construction of the Renovation Project Improvements and, upon completion of construction, the operation, use and occupancy of the Renovation Project Improvements for their intended purposes are available (or will be available when needed) at the boundaries of the Property, including, without limitation, water supply, storm and sanitary sewer facilities, gas and electric and telephone facilities and means of access between the Property and public ways.

(i)            Except for the existing Trade Contracts disclosed to Lender in writing on or before the date hereof, Borrower has not made, assumed or been assigned any contract or arrangement of any kind, the performance of which by the other party thereto would give rise to a Lien against all or any portion of the Property.

(j)            The current zoning law and declarations covering the Property (together with the applicable Construction Permits and Operating Permits obtained by Borrower) permit ‘by-right’ the construction of the Renovation Project Improvements to be completed in accordance with the Plans and Specifications and, upon completion of construction in accordance with the Plans and Specifications, the current zoning law and declarations covering the Property, together with the applicable Construction Permits and Operating Permits obtained or to be obtained by Borrower, permit the Renovation Project Improvements to be operated and used as contemplated by this Agreement and the other Loan Documents.  The Property currently and, upon completion of construction in accordance with the Plans and Specifications, the use thereof will be in all respects in compliance with all Construction Permits then required and Operating Permits then required, as applicable, and all other Legal Requirements, and such compliance is not dependent on any land, improvements or facilities not a part of the Property.  There are no pending, or to Borrower’s knowledge, threatened actions, suits or proceedings to revoke, attach, invalidate, rescind or modify the zoning applicable to the Property or any part thereof, or any of the Construction Permits, as currently existing.

(k)           The Trade Contracts and the other Project Documents heretofore executed by, or assigned to and assumed by, Borrower are in full force and effect, not having been amended, modified, terminated, assigned or otherwise changed, or the provisions thereof waived, except as permitted hereunder or as has otherwise been disclosed to Lender.

(l)            The Renovation Project Budget relating to the Renovation Project contains all Hard Costs and Soft Costs and any other costs and expenses reasonably anticipated to be incurred in connection the construction and development of the Renovation Project Improvements.

Section 3.3.            Renovation Project Construction Covenants.  From the date hereof and until payment and performance in full of all obligations of Borrower under the Loan Documents or the earlier release of the Lien of the Security Instrument (and all related obligations) in accordance with the terms of this Agreement and the other Loan Documents, Borrower hereby covenants and agrees with respect to each Project as follows:

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3.3.1.       General.  Borrower shall cause the Project Costs of the construction of the Project Improvements to be in accordance with the Project Budget (subject to Borrower’s rights and obligations with respect to Shortfalls, and Borrower’s rights to change the Project Budget to the extent permitted under this Agreement).  Borrower shall cause construction of the Project in accordance with the applicable Plans and Specifications (as they may be revised as permitted hereunder) in all material respects, free and clear of Liens or claims for materials supplied or for labor or services performed in connection with the construction of the Project or otherwise.

3.3.2.       Construction Schedule.  Each month during the period from the commencement of the Project until Substantial Completion of the Project, Borrower shall deliver to Lender and Construction Consultant a copy of any updated Construction Schedule reflecting, among other things, the anticipated dates of completion of and the timing of disbursements of incremental amount of various subcategories of the Project Budget, all in such form and containing such details as Lender may require in its reasonable discretion.

3.3.3.       Budget Adjustments.  No adjustments in any Project Budget shall be deemed to be approved without the prior written consent of Lender, not to be unreasonably withheld, except to the extent expressly permitted under Section 3.1.13 or otherwise hereunder.

3.3.4.       Inspection of Project and Books and Records.

(a)           Borrower agrees to permit Lender and Construction Consultant, or designated representatives of any of them, to enter upon the Property, at any reasonable times during business hours on reasonable notice and without material interference with the construction of the Project or the operation of the Property, with free access to inspect or examine or, to the extent not located on the Property, to otherwise make available to Lender and Construction Consultant the following:

(i)            all materials and shop drawings pertaining to the construction of the Project;

(ii)           any contracts, bills of sale, statements, receipts or vouchers pertaining to the construction of the Project;

(iii)          all work done, labor performed or materials furnished in and about the Project, including, without limitation, in connection with the construction of the Project;

(iv)          all books, contracts and records of Borrower or its Affiliates pertaining to the construction of the Project; and

(v)           any other documents in the possession or control of Borrower or its Affiliates which are related to the construction of the Project.

(b)           Borrower promptly will provide Lender or Construction Consultant with copies of any of the foregoing as Lender or Construction Consultant, as the case may be, may from time to time reasonably request.  Borrower will make its representatives available to discuss Borrower’s affairs, finances and accounts relating to the construction of the Renovation Project, and Borrower will reasonably cooperate, and take all reasonable steps to cause any Developer, any

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Construction Manager, any Architect, any Engineer, any General Contractor, if any, and any Major Trade Contractors to cooperate with Lender and Construction Consultant, or any of their designated representatives, to enable such Person to perform its functions under this Agreement.

3.3.5.       Correction of Work.  Borrower will, promptly after notice from Lender, correct any defect in the Project or any material departure from the Plans and Specifications thereof.  Borrower agrees that the making of any Advance shall not constitute a waiver of Lender’s right to require compliance with this Section 3.3.5 with respect to any such defects or departures from the Plans and Specifications.  Borrower agrees that Lender’s failure to deliver such a notice shall not constitute a waiver by Lender of any of the obligations of Borrower hereunder.

3.3.6.       Required Notices.

(a)           Borrower shall give notice to Lender promptly upon the occurrence of:

(i)            any cessation of construction of the Project (after it has commenced) for a period in excess of fifteen (15) consecutive calendar days, regardless of whether or not such cessation is due to an Excusable Delay;

(ii)           Borrower obtaining knowledge of any material actual or threatened litigation, investigation or legal proceeding (including without limitation, a motion where injunctive or similar relief is sought) affecting the Project;

(iii)          any actual or threatened litigation or action of a Governmental Authority of which Borrower has knowledge concerning the actual or alleged presence, release, threat of release, placement on or in, or the generation, transportation, storage, treatment or disposal at, the Property of any Hazardous Substance in violation of Environmental Law;

(iv)          any notice given pursuant to any Project Document alleging that there has occurred a default or other failure by Borrower in the fulfillment of Borrower’s obligations thereunder beyond any applicable grace, cure or notice periods (if any); and

(v)           any condition which results in any material delay, including, without limitation, any Excusable Delay, in the Project which is reasonably expected to result in Substantial Completion for the Project occurring after the date therefor set forth in the Construction Schedule, or in any further material delay beyond any delays of which Lender has been previously notified.

(b)           Each notice pursuant to this Section 3.3.6 shall be accompanied by a statement of Borrower setting forth details of the occurrence referred to therein and stating what action Borrower proposes to take with respect thereto, in each case in such detail as Lender may reasonably require.

3.3.7.       No Encroachments.  Borrower shall cause the Project to be constructed entirely within the perimeter of the Property and so as not to encroach upon or overhang any easement or right-of-way or any land of others, and when erected shall be wholly within any applicable building restriction lines, however established.

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3.3.8.       Compliance with Construction Documents.  Borrower shall abide by, perform and comply with all of Borrower’s obligations under each of the Project Documents for the Renovation Project and Borrower, at its sole cost and expense, shall use all commercially reasonable efforts to secure or enforce the performance of each and every material obligation, covenant, condition and agreement to be performed by the other parties under any such documents.

3.3.9.       Changes in Agreements.  Except to the extent otherwise permitted herein, Borrower will not surrender, terminate, cancel, modify or amend (in any material respect) enter into any such agreement or any agreement in substitution for, or consent to the assignment of any Architect Agreement, any Engineer Agreement, any Construction Management Agreements, any Developer Agreement or any General Contractor Agreement, without Lender’s prior written consent, which consent shall not be unreasonably withheld.  Lender shall promptly review all documents so submitted, and grant or deny its consent within ten (10) Business Days of Borrower’s request therefor; provided that the request is accompanied by a notice, which provides in upper case bold-faced type:  “THIS IS A REQUEST FOR AN APPROVAL WITH RESPECT TO A MATERIAL AGREEMENT.  IF LENDER FAILS TO RESPOND WITHIN 10 BUSINESS DAYS OF THE EFFECTIVENESS OF THIS NOTICE, THE REQUESTED ACTION WITH RESPECT TO THE MATERIAL AGREEMENT WILL BE DEEMED APPROVED”, if Lender does not respond during such ten (10) Business Day period, it shall be deemed to have approved such request, action or agreement.  If and to the extent any amendment, supplement, replacement or other modification is made to any of the foregoing, upon reasonable request by Lender, Borrower shall promptly cause the Architect, the Engineer, the Construction Manager, the Developer or the General Contractor, as applicable, to deliver a certificate or other written statement which confirms, on and as of the date thereof, that the Architect Consent, the Engineer Consent, the Construction Manager Consent, the Developer Consent of the General Contractor Consent, as applicable, previously delivered in connection with the Loan remains valid, true, correct and complete as of the date of the original delivery of such certificate.  Borrower promptly will give notice to Lender of the surrender, termination, cancellation, modification, amendment, substitution or assignment of the other Project Documents, whether or not Lender consented thereto pursuant to the immediately preceding sentence.

3.3.10.     Major Trade Contracts.  Borrower will not, without Lender’s prior written consent, which consent shall not be unreasonably withheld, enter into any Major Trade Contract except the Major Trade Contracts existing on the date hereof or surrender, terminate, cancel, materially modify or materially amend any Major Trade Contract.  Lender shall promptly review all Major Trade Contracts so submitted, and grant or deny its consent within ten (10) Business Days of Borrower’s request therefor; provided that the request is accompanied by a notice, which provides in upper case bold-faced type:  “THIS IS A REQUEST FOR AN APPROVAL WITH RESPECT TO A MAJOR TRADE CONTRACT.  IF LENDER FAILS TO RESPOND WITHIN 10 BUSINESS DAYS OF THE EFFECTIVENESS OF THIS NOTICE, THE REQUESTED ACTION WITH RESPECT TO THE MAJOR TRADE CONTRACT WILL BE DEEMED APPROVED”, if Lender does not respond during such ten (10) Business Day period, it shall be deemed to have approved such Major Trade Contracts.  Borrower certifies that, on or prior to the date hereof, Lender has been provided with a true, correct and complete copy of each Major Trade Contract.  In connection with the foregoing consent, Borrower may from time to time

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deliver to Lender and Construction Consultant a list of the names of prospective Major Trade Contractors with whom Borrower may contract for the construction of the Renovation Project Improvements.  Borrower will deliver to Lender an executed copy of any Trade Contract which Borrower enters into and will promptly give notice to Lender of the surrender, termination, cancellation, modification, amendment, substitution or assignment of any Trade Contract, whether or not Lender’s consent to such action is required pursuant to this Section 3.3.10.  Borrower shall deliver to Lender a copy of each subcontract entered into by any Construction Manager or General Contractor within ten (10) days after such subcontract is entered into (to the extent that Borrower is aware of such subcontract and a copy thereof is made available to Borrower).

3.3.11.     Final Survey.  Borrower will deliver to Lender within sixty (60) days after Substantial Completion of the Project has occurred, an updated “as-built” survey for the Property, dated no earlier than the date on which Substantial Completion occurs with a certification that there are no material encroachments by the Project on land other than the Property.

3.3.12.     Construction Permit. Promptly after obtaining any material Construction Permit for the construction of the Project or any part thereof, Borrower shall deliver a copy thereof to Lender.

3.3.13.     Certificate of Occupancy.  Upon Substantial Completion of the Project, Borrower shall obtain an unconditional permanent (or temporary) Certificate of Occupancy with respect to the Property and shall keep such certificate of occupancy in effect at all times thereafter.  To the extent Borrower obtains a temporary Certificate of Occupancy, Borrower shall diligently pursue and use all commercially reasonable efforts to obtain a permanent Certificate of Occupancy.

3.3.14.     Lender Review.  Observation, inspection and approvals by Lender of the Plans and Specifications for the Project, any other Project Documents related to the Project, the construction of the Project and the workmanship and materials used therein shall impose no responsibility or liability of any nature whatsoever on Lender or Construction Consultant and no Person shall, under any circumstances, be entitled to rely upon such inspections and approvals by Lender or Construction Consultant for any reason.  Approvals granted by Lender for any matters covered under this Agreement shall be narrowly construed to cover only the parties and facts identified in any such approval.

3.3.15.     Trade Contractors.  Except as provided by law, no Trade Contractors or any other Person dealing with Borrower, including, without limitation, the Architect, the Engineer, if any, and the Construction Manager, shall be, nor shall any of them be deemed to be, third party beneficiaries of this Agreement, but each shall be deemed to have agreed (i) that the Trade Contractor(s) or other Person in question shall look to Borrower as their sole source of recovery if not paid and (ii) except as otherwise agreed to in writing between Lender and the Trade Contractor(s) or other Person in question, that they may not claim against Lender under any circumstances.

Section 3.4.            Construction Consultant.  Lender has retained Construction Consultant, at the sole cost of the Borrower, to perform certain services and advise Lender generally with

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respect to each Project. The reasonable fees of Construction Consultant shall be paid by Borrower within thirty (30) days after billing therefor and expenses incurred by Lender on account thereof shall be reimbursed to Lender within ten (10) days after request therefor, but neither Lender nor Construction Consultant shall have any liability to Borrower on account of: (i) the services performed by Construction Consultant; (ii) any neglect or failure on the part of Construction Consultant to properly perform its services; or (iii) any approval given or withheld by Construction Consultant.  Neither Lender nor Construction Consultant assumes any obligation of Borrower or any other Person concerning the quality of construction of any Project or the absence therefrom of defects.  Borrower acknowledges that (i) Construction Consultant has been retained by Lender to act as a consultant and only as a consultant to Lender in connection with the construction of the Projects and has no duty to Borrower, (ii) Construction Consultant shall in no event or under any circumstance have any power or authority to make any decision or to give any approval or consent or to do any other act or thing which is binding upon Lender, and any such purported decision, approval, consent, act or thing by Construction Consultant on behalf of Lender shall be void and of no force or effect, (iii) Lender reserves the right to make any and all decisions required to be made by Lender under this Agreement and to give or refrain from giving any and all consents or approvals required to be given by Lender under this Agreement and to accept or not accept any matter or thing required to be accepted by Lender under this Agreement, and without being bound or limited in any manner or under any circumstances whatsoever by any opinion expressed or not expressed, or advice given or not given, or information, certificate or report provided or not provided, by Construction Consultant to Lender or any other person or party with respect thereto, (iv) Lender reserves the right in its sole and absolute discretion to disregard or disagree, in whole or in part, with any opinion expressed, advice given or information, certificate or report furnished or provided by the Construction Consultant to Lender or any other person or party, and (v) Lender reserves the right in its sole and absolute discretion to replace Construction Consultant with another construction consultant at any time and without approval by or prior (but with subsequent) notice to Borrower.

Section 3.5.            Subrogation Rights of Lender.  To the extent that proceeds of the Loan are used to pay indebtedness secured by any outstanding Lien, security interest, charge or prior encumbrance against any Project, Lender shall be subrogated to any and all rights, security interests and Liens owned by any owner or holder of such outstanding Liens, security interests, charges or encumbrances, irrespective of whether said Liens, security interests, charges or encumbrances are released.

Section 3.6.            Retainage.

(a)           With respect to each Project, whether before or after Substantial Completion or Final Completion of such Project, the portion of any Retainage that relates to Work or materials supplied by any Trade Contractor in connection with the Project will, upon request, be disbursed to Borrower as an Advance subject to satisfaction of the following conditions:

(i)            no Default or Event of Default has occurred and is continuing and all other conditions to an Advance under this Agreement are then satisfied;

(ii)           the Construction Consultant certifies to Lender that such Trade Contractor has completed 50% (in the case of an Advance that reduces Retainage from 10% to 5%)

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or 100% (in the case of the last 5% of Retainage) of its obligations under the applicable Trade Contract, including any Punchlist Items, and has supplied 50% or 100%, as applicable, of all materials for the applicable Project in compliance with such Trade Contract and in conformity with the Plans and Specifications;

(iii)          such Trade Contractor will be paid in full for its work upon the release of the last 5% portion of the Retainage;

(iv)          with respect to disbursement of the last 5% of Retainage, such Trade Contractor executes and delivers such final receipts for such Trade Contract that may be reasonably requested or required by Lender;  and

(v)           the Architect shall have approved the Work (other than Work consisting of the delivery of FF&E not ordinarily the subject of Architect approval) completed by such Trade Contractor, as certified in writing by such Architect to Lender.

(b)           Lenders shall not withhold any Retainage with respect to (i) materials delivered under a materials only contract; (ii) deposits for Personal Property; (iii) for the “general conditions” line item in the Project Budget

Section 3.7.            Direct Advances.

(a)           At Lender’s option, during the existence of an Event of Default, Lender may make any or all Advances directly to any of the Trade Contractors for Project Costs which shall theretofore have been approved by Lender and for which Borrower shall have failed to make payment and the execution of this Agreement by Borrower shall, and hereby does, constitute an irrevocable authorization to so advance the proceeds of the Future Funding directly to the Trade Contractors.  No further authorization from Borrower shall be necessary and all such Advances shall satisfy the obligations of Lender hereunder with respect to such Advance and shall be secured by the Security Instrument as fully as if made directly to Borrower.

(b)           At Lender’s option, during the existence of an Event of Default, Lender may make Advances of portions of the proceeds of the Future Funding (i) to any Person to which Lender in good faith determines payment is due and (ii) in payment of interest hereunder (if no funds are maintained in the Interest Reserve Account and such interest is not paid by Borrower when due), and such portion of the Future Funding shall be deemed disbursed as of the date on which such disbursement is made.  The execution of this Agreement by Borrower shall, and hereby does, constitute an irrevocable authorization to so advance the proceeds of the Future Funding.  No further authorization from Borrower shall be necessary and all such Advances shall satisfy the obligations of Lender hereunder with respect to such Advance and shall be secured by the Security Instrument as fully as if made directly to Borrower.

(c)           Borrower shall have the right to contest the validity or application of any of the costs described in Section 3.7(a) and Section 3.7(b) by appropriate legal proceedings, so long as the following shall remain satisfied:

(i)            such legal proceedings shall be prosecuted with diligence by Borrower and shall operate to prevent any taking or closing or shutting down of the applicable Project,

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the Property or any portion thereof, by any Governmental Authority or any other Person and has the effect of staying any type of sale or forfeiture of the applicable Project, the Property or any part thereof for failure to comply;

(ii)           Borrower will have deposited with Lender cash collateral, a bond or such other security reasonably satisfactory to Lender, in each case, on such terms as may be satisfactory to Lender, in its reasonable discretion, in an amount as may be reasonably deemed necessary by Lender, sufficient to pay any fines, penalties, charges and interest thereon which may be awarded or assessed and which may become a Lien upon the Property or any part thereof which may in any way take priority over the Lien of the Security Instrument, and subject to increase at the request of Lender when it determines a greater amount may be required to make such payments;

(iii)          such proceeding shall not subject Lender or Borrower to any risk of any criminal liability;

(iv)          Borrower shall keep Lender informed on a current basis as to the status and progress of any such proceeding; and

(v)           Borrower will, upon a final determination of such contest, take all steps necessary to comply with any requirements arising therefrom.

If Borrower shall fail at any time to comply with the above conditions to contest or the applicable Project, the Property or any part thereof is, in the reasonable judgment of Lender, in any imminent danger of being forfeited or lost or the value of the Property being adversely impacted, Lender may require Borrower to, and Borrower will, thereupon make the payment which is the subject of the contest.

Section 3.8.            Partial Advances.  If any or all conditions precedent to making an Advance have not been satisfied (or waived by Lender in its sole discretion) on or before the applicable Advance Date, without waiving any of its rights or remedies hereunder, Lender in its sole discretion may disburse that portion, if any, of the requested Advance for which all of the conditions precedent have been satisfied.

ARTICLE IV.
REPRESENTATIONS AND WARRANTIES

Section 4.1.            Borrower Party and Property Representations.  Borrower represents and warrants as of the Closing Date as follows:

4.1.1.       Organization.  Each Borrower Party has been duly organized and is validly existing and in good standing with requisite power and authority to own its properties and to transact the businesses in which it is now engaged.  Each Borrower Party is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with its properties, businesses and operations.  Each Borrower possesses all rights, licenses, permits and authorizations, governmental or otherwise, necessary to entitle it to own its properties and to transact the businesses in which it is now engaged.  The sole business of each Borrower is the direct or indirect ownership, management and operation of the Property.

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Attached hereto as Schedule I is a true, correct and complete chart showing the direct ownership interests in each Borrower Party and identifying the respective direct or indirect interests held by each Sponsor.

4.1.2.       Proceedings.  Each Borrower Party has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party.  This Agreement and such other Loan Documents have been duly executed and delivered by or on behalf of each Borrower Party that is a party thereto and constitute legal, valid and binding obligations of each Borrower Party enforceable against each Borrower Party in accordance with their respective terms, subject only to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

4.1.3.       No Conflicts.  The execution, delivery and performance of this Agreement and the other Loan Documents by each Borrower Party will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance (other than pursuant to the Loan Documents) upon any of the property or assets of each Borrower Party pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, partnership agreement, management agreement or other agreement or instrument to which each Borrower Party is a party or by which any of each Borrower Party’s property or assets is subject, nor will such action result in any violation of the provisions of any statute or any order, rule or regulation of any Governmental Authority having jurisdiction over each Borrower Party or any of each Borrower Party’s properties or assets, and any consent, approval, authorization, order, registration or qualification of or with any such Governmental Authority required for the execution, delivery and performance by each Borrower Party of this Agreement or any other Loan Documents has been obtained and is in full force and effect.

4.1.4.       Litigation.  There are no actions, suits or proceedings at law or in equity by or before any Governmental Authority or other agency now pending or, to Borrower’s knowledge, threatened against or affecting any Borrower Party, their respective Affiliates, or the Property, which actions, suits or proceedings, if determined against such Borrower Party, are reasonably likely to have a Material Adverse Effect.

4.1.5.       Agreements.  No Borrower Party is a party to any agreement or instrument which is reasonably likely to have a Material Adverse Effect.  No Borrower Party is in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party or by which any Borrower Party or any Property is bound which is reasonably likely to have a Material Adverse Effect.  Neither Borrower nor any subsidiary thereof has a material financial obligation under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it is a party or by which it or any Property is otherwise bound, other than Permitted Indebtedness.

4.1.6.       Title.  Borrower has good, marketable and insurable fee simple or leasehold title to the real property comprising part of the Property and good title to the balance of the Property, free and clear of all Liens whatsoever except the Permitted Encumbrances.  The Permitted

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Encumbrances in the aggregate do not materially and adversely affect the value, operation or use of the Property (as currently used) or Borrower’s ability to repay the Loan.  The Security Instrument, when properly recorded in the appropriate records, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (a) a valid, perfected first priority lien on the Property, subject only to Permitted Encumbrances and the Liens created by the Loan Documents and (b) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases), all in accordance with the terms thereof, in each case subject only to any applicable Permitted Encumbrances.  There are no claims for payment for work, labor or materials affecting the Property which are or may become a Lien prior to, or of equal priority with, the Liens created by the Loan Documents.

4.1.7.       Solvency.  Borrower has (a) not entered into the transaction or executed the Note, this Agreement or any other Loan Documents with the actual intent to hinder, delay or defraud any creditor and (b) received reasonably equivalent value in exchange for its obligations under such Loan Documents.  The fair saleable value of each Borrower’s assets exceeds and will, immediately following the making of the Loan, exceed Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities.  The fair saleable value of Borrower’s assets is and will, immediately following the making of the Loan, be greater than Borrower’s probable liabilities, including the maximum amount of its contingent liabilities on its debts as such debts become absolute and matured.  Borrower’s assets do not and, immediately following the making of the Loan will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted.  Borrower does not intend to, and does not believe that it will, incur debt and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such debt and liabilities as they mature (taking into account the timing and amounts of cash to be received by Borrower and the amounts to be payable on or in respect of obligations of Borrower).  No petition in bankruptcy has been filed against Borrower or any constituent Person, and neither Borrower nor any constituent Person has ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors.  Neither Borrower nor any of its constituent Persons are contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of Borrower’s assets or properties, and Borrower has no knowledge of any Person contemplating the filing of any such petition against it or such constituent Persons.

4.1.8.       Full and Accurate Disclosure.  No statement of fact made by any Borrower Party in this Agreement or in any of the other Loan Documents contains any untrue statement of a material fact or omits to state any material fact necessary to make statements contained herein or therein not misleading.  There is no material fact presently known to any Borrower Party which has not been disclosed to Lender which adversely affects, nor as far as Borrower can foresee, is reasonably likely to adversely affect, the Property or the business, operations or condition (financial or otherwise) of any Borrower Party.

4.1.9.       ERISA Matters.

(a)           No Reportable Event or “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred or is continuing with respect to any Pension Plan.

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(b)           No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) has occurred with respect to any Plan.

(c)           Except as set forth on Schedule XI-A, neither Borrower nor any ERISA Affiliate is now, or has been during the preceding five years, obligated to contribute to a Pension Plan or a Multiemployer Plan.  Any contributions required to have been made by Borrower or any ERISA Affiliate to any Multiemployer Plan have been made on or before the due date thereof.  None of Borrower nor any ERISA Affiliate has (a) ceased operations at a facility so as to become subject to the provisions of Section 4062(e) of ERISA, (b) withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA, (c) ceased making contributions to any Pension Plan subject to the provisions of Section 4064(a) of ERISA to which Borrower or any ERISA Affiliate made contributions, (d) incurred or caused to occur a “complete withdrawal” (within the meaning of Section 4203 of ERISA) or a “partial withdrawal” (within the meaning of Section 4205 of ERISA) from a Multiemployer Plan so as to incur withdrawal liability under Section 4201 of ERISA (without regard to subsequent reduction or waiver of such liability under Section 4207 or 4208 of ERISA), (e) contributed to or been obligated to contribute to a Multiemployer Plan that is “insolvent” or in “reorganization” (as these terms are defined in Title IV of ERISA), or (f) been a party to any transaction or agreement during the preceding five years under which the provisions of Section 4204 were applicable.

(d)           There are no actions, suits or claims pending (other than routine claims for benefits) or which could reasonably be expected to be asserted, against any Plan or the assets of any such Plan.  No civil or criminal action brought pursuant to the provisions of Title I, Subtitle B, Part 5 of ERISA is pending or threatened against any Plan or against any fiduciary of any Plan.  None of the Plans or any fiduciary thereof (in its capacity as such), has been the direct or indirect subject of any audit, investigation or examination by any governmental or quasi-governmental agency.

(e)           Except as set forth on Schedule XI, all of the Plans comply currently, and have complied in the past, both as to form and operation, in all material respects with their terms and with the provisions of ERISA and the Code, and all other applicable laws, rules and regulations (including, without limitation, having made all required contributions thereto by the due date thereof); all necessary governmental approvals for the Plans have been obtained; and a favorable determination as to the qualification under Section 401(a) of the Code of each of the Plans has been made by the Internal Revenue Service and nothing has occurred since the date of such determination or recognition letter that would adversely affect such qualification.

(f)            Any group health plan (as defined in Section 5000(b)(1) of the Code) maintained by Borrower is and has been in substantial compliance with the continuation coverage requirements of Section 4980B(f) of the Code and Part 6 of Subtitle B of Title I of its Affiliates.  Neither Borrower nor any of its Affiliates provides medical or life benefits or any other welfare benefits to retirees or other former employees other than as required by statute.

(g)           There is no material unfunded liability under any Plan.

(h)           Borrower is not an “employee benefit plan,” as defined in Section 3(3) of ERISA, subject to Title I of ERISA, and none of the assets of Borrower constitutes or will constitute

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“plan assets” of one or more such plans within the meaning of 29 C.F.R. Section 2510.3 101.  In addition, (a) Borrower is not a “governmental plan” within the meaning of Section 3(32) of ERISA and (b) to Borrower’s knowledge, transactions by or with Borrower are not in violation of any state statute regulating investments of, or fiduciary obligations with respect to, governmental plans similar to the provisions of Section 406 of ERISA or Section 4975 of the Code currently in effect, which prohibit or otherwise restrict the transactions contemplated by this Loan Agreement.

4.1.10.     Compliance.  Each Borrower Party and the Property (including the use thereof) comply in all material respects with all applicable Legal Requirements, including, without limitation, building and zoning ordinances and codes and Prescribed Laws.  No Borrower Party is in default or violation of any order, writ, injunction, decree or demand of any Governmental Authority.  There has not been committed by any Borrower Party or, to Borrower’s knowledge, any other Person in occupancy of or involved with the operation or use of the Property any act or omission affording the federal government or any other Governmental Authority the right of forfeiture as against the Property or any part thereof or any monies paid in performance of any Borrower Party’s obligations under any of the Loan Documents.

4.1.11.     Financial Information.  All financial data, including, without limitation, the statements of cash flow and income and operating expense, that have been delivered to Lender in connection with the Loan (i) are true, complete and correct in all material respects, (ii) accurately represent the financial condition of the Property as of the date of such reports in all material respects, and (iii) to the extent prepared or audited by an independent certified public accounting firm, have been prepared in accordance with GAAP throughout the periods covered, except as disclosed therein.  Except for Permitted Encumbrances, Borrower does not have any contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that are known to Borrower and reasonably likely to have a Materially Adverse Effect, except as referred to or reflected in said financial statements.  Since the date of such financial statements, there has been no material adverse change in the financial condition, operation or business of any Borrower Party from that set forth in said financial statements.

4.1.12.     Condemnation.  No Condemnation or other similar proceeding has been commenced or, to Borrower’s best knowledge, is threatened or contemplated with respect to all or any portion of the Property or for the relocation of roadways providing access to the Property.

4.1.13.     Federal Reserve Regulations.  No part of the proceeds of the Loan will be used for the purpose of purchasing or acquiring any “margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System or for any other purpose which would be inconsistent with such Regulation U or any other Regulations of such Board of Governors, or for any purposes prohibited by Legal Requirements or by the terms and conditions of this Agreement or the other Loan Documents.

4.1.14.     Utilities and Public Access.  The Property has rights of access to public ways and is served by water, sewer, sanitary sewer and storm drain facilities adequate to service the Property for its intended uses.  All public utilities necessary or convenient to the full use and enjoyment of the Property are located either in the public right-of-way abutting the Property

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(which are connected so as to serve the Property without passing over other property) or in recorded easements serving the Property and such easements are set forth in and insured by the Title Insurance Policy.  All roads necessary for the use of the Property for its current purpose have been completed and dedicated to public use and accepted by all Governmental Authorities.

4.1.15.     Not a Foreign Person.  Borrower is not a “foreign person” within the meaning of §1445(f)(3) of the Code.

4.1.16.     Separate Lots.  The Property is comprised of one (1) or more parcels which constitute a separate tax lot or lots and does not constitute a portion of any other tax lot not a part of the Property.

4.1.17.     Assessments.  There are no pending or proposed special or other assessments for public improvements or otherwise affecting the Property, nor are there any contemplated improvements to the Property that may result in such special or other assessments.

4.1.18.     Enforceability.  The Loan Documents are not subject to any right of rescission, set-off, counterclaim or defense by any Borrower Party, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (subject to principles of equity and bankruptcy, insolvency and other laws generally affecting creditors’ rights and the enforcement of debtors’ obligations), and no Borrower Party has asserted any right of rescission, set-off, counterclaim or defense with respect thereto.

4.1.19.     Insurance.  Borrower has obtained and has delivered to Lender certificates of insurance with respect to all Policies reflecting the insurance coverages, amounts and other requirements set forth in this Agreement.  No claims have been made under any such Policies, and no Person, including Borrower, has done, by act or omission, anything which would impair the coverage of any such Policies.

4.1.20.     Use of Property.  The Property is used exclusively as a hotel and casino resort and other appurtenant and related uses.

4.1.21.     Gaming Licenses and Operating Permits.

(a)           Schedule VII contains a correct and complete list of all Gaming Licenses and other material licenses, certification and permits for the Property (and the holder thereof).

(b)           Except as set forth on Schedule VII, Borrower possesses all licenses, permits, franchises, authorizations, certificates, approvals and consents, including, without limitation, all certificates of occupancy, all environmental, liquor, Gaming Licenses, health and safety licenses of all Governmental Authorities which are material to the conduct of their business and the ownership, use, occupation and operation of the Property (collectively, “Operating Permits”), each such Operating Permit is and will be in full force and effect, Borrower and each of its Affiliates are in compliance in all material respects with all such Operating Permits, and no event (including, without limitation, any material violation of any law, rule or regulation) has occurred which would be reasonably likely to lead to the revocation or termination of any such Operating Permit or the imposition of any restriction thereon.

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(c)           Borrower and each of its Affiliates possesses all Gaming Licenses which are material to the conduct of their business and the ownership, use, occupation and operation of the Property.  Further, Borrower hereby represents and warrants as follows:

(i)            each such Gaming License is in full force and effect, Borrower and each of its Affiliates, respective directors, members, managers, officers, key personnel and Persons holding a five percent (5%) or greater equity or economic interest directly or indirectly in Borrower is in compliance in all material respects with all such Gaming Licenses, and no event (including, without limitation, any material violation of any law, rule or regulation) has occurred which would be reasonably likely to lead to the revocation or termination of any such Gaming Licenses or the imposition of any restriction thereon;

(ii)           Borrower has no reason to believe it will not be able to maintain in effect all Gaming Licenses necessary for the lawful conduct of its business or operations wherever now conducted and as planned to be conducted, including the ownership and operation of the Casino Component, pursuant to all applicable laws and requirements of Governmental Authorities having jurisdiction over Borrower or over any part of its operations;

(iii)          all such Gaming Licenses are in full force and effect and have not been amended or otherwise modified, rescinded, revoked or assigned;

(iv)          Borrower is not in default in any material respect under, or in violation in any material respect of, any such Gaming License (and no event has occurred, and no condition exists, which, with the giving of notice or passage of time or both, would constitute a default thereunder or violation thereof that has caused or would reasonably be expected to cause the loss of any such Gaming License;

(v)           Borrower has not received any notice of any violation of applicable laws which has caused or would reasonably be expected to cause any such Gaming License to be modified, rescinded or revoked;

(vi)          no condition exists or event has occurred which would reasonably be expected to result in the suspension, revocation, impairment, forfeiture or non-renewal of any such Gaming License; and

(vii)         the continuation, validity and effectiveness of all such Gaming Licenses will be not adversely affected by the transactions contemplated by this Agreement.

(d)           There is no proceeding, investigation, or disciplinary action (including, without limitation before any Gaming Authority, under any Gaming Law or under any Gaming License or other Operating Permit) pending or, to Borrower’s knowledge, threatened against any of Borrowers or their respective directors, members, managers, officers, key personnel or Persons holding a five percent (5%) or greater direct or indirect equity or economic interest in Borrower.

(e)           There is no proceeding (including, without limitation, before any gaming authority, under any Gaming Law or under any Gaming License or other Operating Permit)

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pending or, to Borrower’s knowledge, threatened either (a) in connection with, or that seeks to restrain, enjoin, prevent the consummation of or otherwise challenge, any of the loan documents or any of the transactions contemplated therein, or (b) that, either singly or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(f)            Neither the execution, delivery or performance of any of the Loan Documents will allow or result in the imposition of any material penalty under, or the revocation or termination of, any Gaming License or any material impairment of the rights of the holder of any Gaming License.

4.1.22.     Flood Zone.  None of the Improvements on the Property are located in an area as identified by the Federal Emergency Management Agency as an area having special flood hazards or, if so located, the flood insurance required pursuant to Section 6.1(a)(i) is in full force and effect with respect to the Property.

4.1.23.     Physical Condition.  The Property, including, without limitation, all buildings, improvements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, landscaping, irrigation systems and all structural components, are in good condition, order and repair in all material respects; there exists no structural or other material defects or damages in the Property, whether latent or otherwise, and Borrower has not received notice from any insurance company or bonding company of any defects or inadequacies in the Property, or any part thereof, which would adversely affect the insurability of the same or cause the imposition of extraordinary premiums or charges thereon or of any termination or threatened termination of any policy of insurance or bond.

4.1.24.     Boundaries.  All of the improvements which were included in determining the appraised value of the Property lie wholly within the boundaries and building restriction lines of the Property, and no improvements on adjoining properties encroach upon the Property, and no easements or other encumbrances upon the Property encroach upon any of the improvements, so as to affect the value or marketability of the Property except those which are insured against by the Title Insurance Policy or otherwise set forth as “permitted exceptions” in the Title Insurance Policy.

4.1.25.     Leases.  The Property is not subject to any Leases other than the Leases described in Schedule III attached hereto and made a part hereof.  Borrower is the owner and lessor of landlord’s interest in the Leases.  No Person has any possessory interest in the Property or right to occupy the same except under and pursuant to the provisions of the Leases.  The current Leases are in full force and effect, there are no defaults by Borrower thereunder and, to Borrower’s knowledge, there are no defaults thereunder by any other party and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder.  No Rent has been paid more than one (1) month in advance of its due date.  Except as set forth on Schedule III, all work to be performed by Borrower under each Lease has been performed as required and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any tenant has already been received by such tenant.  There has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the

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Rents received therein which is still in effect.  To Borrower’s knowledge and except as set forth on Schedule III, no tenant listed on Schedule III has assigned its Lease or sublet all or any portion of the premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and its employees occupy such leased premises.  No tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part.  Except as set forth on Schedule III, no tenant under any Lease has any right or option for additional space in the Improvements.

4.1.26.     Survey.  The Survey for the Property delivered to Lender in connection with this Agreement has been prepared in accordance with the provisions of Section 3.1.3(c) and, to Borrower’s knowledge, does not fail to reflect any material matter affecting the Property or the title thereto.

4.1.27.     Principal Place of Business; State of Organization.  Borrower’s principal place of business as of the date hereof is the address set forth in the introductory paragraph of this Agreement.  OpBiz is organized under the laws of the State of Nevada and Fee Owner is organized under the laws of the State of Delaware.

4.1.28.     Filing and Recording Taxes.  All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the transfer of the Property to Borrower have been paid.  All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including, without limitation, the Security Instrument, have been paid, and, under current Legal Requirements, each Security Instrument is enforceable in accordance with its respective terms by Lender (or any subsequent holder thereof), subject to principles of equity and bankruptcy, insolvency and other laws generally applicable to creditors’ rights and the enforcement of debtors’ obligations.

4.1.29.     Special Purpose Entity/Separateness.

(a)           Until the Debt has been paid in full, Borrower hereby represents, warrants and covenants that each SPE Entity has been since its formation, is, shall be and shall continue to be a Special Purpose Entity.

(b)           All of the facts stated and the assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all respects and all facts stated and all assumptions made in any subsequent non-consolidation opinion required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct in all respects.  Each SPE Entity has complied and will comply with all of the assumptions made with respect to such SPE Entity in the Insolvency Opinion.  Each SPE Entity will have complied and will comply with all of the assumptions made with respect to such SPE Entity in any Additional Insolvency Opinion.  Each entity other than any SPE Entity with respect to which an assumption shall be made in any Additional Insolvency Opinion will have complied

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and will comply with all of the assumptions made with respect to it in any Additional Insolvency Opinion.

(c)           Borrower hereby represents with respect to each of OpBiz and MezzCo that such SPE Entity:

(i)            is and always has been duly formed, validly existing, and in good standing in the state of its formation and in all other jurisdictions where it is qualified to do business;

(ii)           has no judgments or liens of any nature against it except for tax liens not yet due;

(iii)          is in compliance with all laws, regulations, and orders applicable to it and, except as otherwise disclosed in this Agreement, has received all permits necessary for it to operate;

(iv)          is not involved in any dispute with any taxing authority;

(v)           has paid all taxes which it owes;

(vi)          has never owned any real property other than, with respect to OpBiz, the Property and has never engaged in any business other than the direct or indirect ownership and operation of the Property;

(vii)         is not now, nor has ever been, party to any lawsuit, arbitration, summons, or legal proceeding that resulted in a judgment against it that has not been paid in full; and

(viii)        has no material contingent or actual obligations not related to the Property.

4.1.30.     Management Agreement.  The Management Agreement is in full force and effect and there is no default thereunder by Borrower or, to Borrower’s knowledge, any other party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default by Borrower or, to Borrower’s knowledge, any other party thereunder.

4.1.31.     Illegal Activity.  No portion of the Property has been or will be purchased with proceeds of any illegal activity.

4.1.32.     No Change in Facts or Circumstances; Disclosure.  All information submitted by, or on behalf of, any Borrower Party to Lender and in all financial statements, rent rolls, reports, certificates and other documents submitted by, or on behalf of, any Borrower Party to Lender in connection with the Loan or in satisfaction of the terms thereof and all statements of fact made by any Borrower Party in this Agreement or in any other Loan Document, are accurate, complete and correct in all material respects.  There has been no material adverse change in any condition, fact, circumstance or event that would make any such information inaccurate, incomplete or otherwise misleading in any material respect or that otherwise could reasonably be expected to result in a Material Adverse Effect.  Borrower has disclosed to Lender all material facts and has

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not failed to disclose any material fact that could cause any Provided Information or representation or warranty made herein to be materially misleading.

4.1.33.     Investment Company Act.  Borrower is not (a) an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended; (b) a “holding company” or a “subsidiary company” of a “holding company” or an “affiliate” of either a “holding company” or a “subsidiary company” within the meaning of the Public Utility Holding Company Act of 1935, as amended; or (c) subject to any other federal or state law or regulation which purports to restrict or regulate its ability to borrow money.

4.1.34.     Embargoed Person.  At all times throughout the term of the Loan, including after giving effect to any Transfers permitted pursuant to the Loan Documents, (a) none of the funds or other assets of any Borrower Party constitute property of, or are beneficially owned, directly or indirectly, by any person, entity or government subject to trade restrictions under U.S. law, including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder with the result that the investment in any Borrower Party (whether directly or indirectly), is prohibited by law or the Loan made by Lender is in violation of law (“Embargoed Person”); (b) no Embargoed Person has any interest of any nature whatsoever in any such Borrower Party, with the result that the investment in such Borrower Party (whether directly or indirectly), is prohibited by law or the Loan is in violation of law; and (c) none of the funds of any Borrower Party have been derived from any unlawful activity with the result that the investment in such Borrower Party (whether directly or indirectly), is prohibited by law or the Loan is in violation of law.

4.1.35.     Cash Management Account.

(a)           This Agreement, together with the other Loan Documents, creates a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New York) in the Collection Account and Cash Management Account in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower.  Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold or otherwise conveyed the Collection Account and Cash Management Account.  Each of the Collection Account and Cash Management Account constitute “deposit accounts” within the meaning of the Uniform Commercial Code of the State of New York.

(b)           Pursuant and subject to the terms hereof and the other applicable Loan Documents, the Property Bank has agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Collection Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities.

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(c)           The Collection Account and Cash Management Account are not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee.

4.1.36.     Mortgage Taxes.  Borrower has paid all state, county and municipal recording and all other taxes imposed upon the execution and recordation of the Security Instrument.

4.1.37.     Taxes including Gaming Taxes and Fees.  Borrower and each of its Affiliates have filed or caused to be filed all Federal, state, local and foreign tax returns (including, without limitation, all reports relating to gaming taxes and fees to the Gaming Authorities) which are required to be filed by them, on or prior to the date hereof, other than tax returns in respect of taxes that (i) are not franchise, capital or income taxes, (ii) in the aggregate are not material and (iii) would not, if unpaid, result in the imposition of any material Lien on any property or assets of Borrower or any of its Affiliates.  All such filed tax returns were true, correct and complete when filed.  Borrower and its Affiliates have paid or caused to be paid all taxes shown to be due and payable on such filed returns or on any assessments received by them, other than any taxes or assessments the validity of which Borrower or such Affiliate is contesting in good faith by appropriate proceedings, and with respect to which Borrower or such Affiliates shall have set aside adequate reserves.  Neither Borrower nor any of its Affiliates has as of the date hereof requested or been granted any extension of time to file any Federal, state, local or foreign tax return.  Neither Borrower nor any of its Affiliates is party to or has any obligation under any tax sharing agreement.

4.1.38.     Labor Relations.

(a)           On or prior to the date hereof, Borrower has delivered to Lender a true, correct and complete schedule of all employees employed by Borrower with respect to the Property, stating each such employees job title, hourly wage, whether such employee is employed on a full-time or part-time basis and whether such employee is a union employee. The hours worked by and payment made to employees of Borrower are not in violation of the Fair Labor Standards Act or any other applicable Legal Requirements in any material respect.  Neither Borrower nor any of its employees, agents or representatives have committed any material unfair labor practice as defined in the National Labor Relations Act.

(b)           Borrower is and has been in material compliance with all applicable Legal Requirements respecting employment and employment practices, including without limitation, all laws respecting terms and conditions of employment, health and safety, wages and hours, child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity, plant closure and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues and unemployment insurance.  Borrower is not delinquent, in accordance with their respective payment policies, in payments to any employees or former employees for any services or amounts legally or contractually required to be reimbursed or otherwise paid.  Borrower is not a party to, or otherwise bound by, any order solely binding against Borrower and/or its Affiliates relating to employees or employment practices.

(c)           Schedule XII sets forth all collective bargaining agreements to which Borrower or any of the Affiliates as a party and the scheduled expiration dates thereof, and the consummation

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of the terminations contemplated by this Agreement will not give rise to any right of termination or renegotiation thereunder.

(d)           No organized work stoppage, labor strike or slowdown is pending or, to Borrower’s knowledge, threatened by employees and other laborers at the Property.  Neither Borrower nor any of its Affiliates (i) is involved in, or to Borrower’s knowledge threatened with any labor dispute, grievance or litigation at the Property relating to labor matters involving any employees and other laborers at any property, including violation of any Legal Requirements relating to labor, safety, wages and hours, tax withholding, overtime, written classification or employment and/or charges of unfair labor practices or discrimination complaints at the Property or (ii) has engaged in any unfair labor practices prohibited, restricted or otherwise unlawful under applicable Legal Requirements.  Except as set forth on Schedule XII, to the knowledge of Borrower, there is no organization activity regarding employees or other laborers of the Property and no question of union representation of such employees or other laborers currently exists.

(e)           The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any breach or other violation of any collective bargaining agreement, employment agreement, consulting agreement, or any other labor-related agreement to which Borrower is a party and/or is bound by and/or that pertains to any of the Borrower’s employees.

4.1.39.     Intellectual Property Collateral.  Schedule IV correctly set forth all registered Copyrights, Patents, Trademarks and Domain Names owned by Borrower as of the date hereof.  Borrower owns or possesses the valid right to use all such Copyrights, Patents, Trademarks and Domain Names; all registrations therefor have been validly issued under applicable law and are in full force and effect; all applicable material maintenance fees, affidavits and other filings or payments are current and shall remain current throughout the duration of this Agreement; no claim has been made in writing or, to the knowledge of Borrower, orally, that any of such Copyrights, Patents, Trademarks and Domain Names is invalid or unenforceable or that the use or practice of such Copyrights, Patents, Trademarks and Domain Names violates or infringes the rights of any other person, and to the knowledge of Borrower there is no such violation or infringement in existence, and no other person is presently infringing upon the rights of Borrower with regard to any such Copyrights, Patents, Trademarks and Domain Names.

4.1.40.     Material Operating Agreements.

(a)           Attached hereto as Schedule VI is a true, correct and complete list of all Material Operating Agreements in effect on the date hereof, including any and all amendments, supplements and other modifications thereto.

(b)           Prior to the date hereof, Borrower has caused to be delivered to Lender a true, correct and complete copy of each Material Operating Agreement.  As of the date hereof, no events or circumstances exist which, with or without the giving of notice, the passage of time or both, would be reasonably likely to constitute a default by Borrower (or its Affiliates) or, to Borrower’s knowledge, any other party of any material covenant or obligation on the part of any party under any Material Operating Agreement.

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(c)           Each Material Operating Agreement is in full force and effect and constitutes the legal, valid, binding and enforceable obligation against the Borrower Party that is a party thereto and, to Borrower’s actual knowledge, any counterparty thereto, in all material respects, subject in each case to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws and regulations of general applicability relating to or affecting creditors’ rights and to equitable principles of general application.

(d)           Neither the execution and delivery of the Loan Documents, the performance of any Borrower Party thereunder, the recordation of the Security Instrument or other Loan Documents, nor the exercise of any rights or remedies by Lender, will adversely affect any Borrower Party’s respective rights or remedies under any Material Operating Agreement.

4.1.41.     Current Lenders.  No Guarantor or Affiliate of Guarantor or Borrower has a direct or indirect interest in any existing Indebtedness of Borrower, MezzCo, EquityCo or any Affiliate of the foregoing which will be repaid (directly or indirectly) with any proceeds of the Loan and no Guarantor or Affiliate of Guarantor or Borrower will receive (directly or indirectly) any portion of such proceeds of the Loan in connection with the repayment of any such Indebtedness of Borrower, MezzCo, EquityCo or any Affiliate of the foregoing.

Section 4.2.            Survival of Representations.  Borrower agrees that all of the representations and warranties of Borrower set forth in Section 4.1 and elsewhere in this Agreement and in the other Loan Documents shall survive for so long as any amount remains owing to Lender under this Agreement or any of the other Loan Documents by Borrower.  All representations, warranties, covenants and agreements made in this Agreement or in the other Loan Documents by any Borrower Party shall be deemed to have been relied upon by Lender notwithstanding any investigation heretofore or hereafter made by Lender or on its behalf.

Section 4.3.            Status of Borrower.  All representations and warranties made by Borrower in this Agreement shall, (i) with respect to OpBiz, be construed as a representation or warranty made by OpBiz solely with respect to itself in its capacity as a Borrower hereunder and shall not be construed as a representation or warranty made by OpBiz with respect to Fee Owner, and (ii) with respect to Fee Owner, be construed as a representation or warranty made by Fee Owner solely with respect to itself in its capacity as a Borrower hereunder and shall not be construed as a representation or warranty by Fee Owner with respect to OpBiz; provided, however, that nothing contained in the foregoing provisions of this Section 4.3 shall be deemed or construed to effect the joint and several nature of the obligations and covenants of each Borrower hereunder and under any of the other Loan Agreements to which each Borrower is a party.

ARTICLE V.
BORROWER COVENANTS

Section 5.1.            Affirmative Covenants.  From the date hereof and until payment and performance in full of all obligations of Borrower under the Loan Documents or the earlier release of the Lien of the Security Instrument (and all related obligations) in accordance with the terms of this Agreement and the other Loan Documents, Borrower hereby covenants and agrees with Lender that:

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5.1.1.       Existence; Compliance with Legal Requirements.

(a)           Each Borrower Party shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to it and the Property, including, without limitation, Prescribed Laws.  There shall never be committed by any Borrower Party and Borrower shall not permit any other Person in occupancy of or involved with the operation or use of the Property to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Property or any part thereof or any monies paid in performance of any Borrower Party’s obligations under any of the Loan Documents.  Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture.  Borrower shall at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Property in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the Security Instrument.  Borrower shall keep the Property insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement.  Borrower shall operate the Property in accordance with the terms and provisions of the O&M Agreement in all material respects.

(b)           After prior notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to Borrower or the Property or any alleged violation of any Legal Requirement, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Security Instrument; (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iv) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (v) Borrower shall promptly upon final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (vi) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower and the Property; and (vii) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith.  Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost.

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5.1.2.       Taxes and Other Charges.

(a)           Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, that Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2.  Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid; provided, that Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2.  Borrower shall not suffer and shall promptly cause to be paid and discharged (or shall bond contest in accordance with the terms hereof) any Lien or charge whatsoever which may be or become a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property.

(b)           After prior notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (a) no Default or Event of Default has occurred and remains uncured; (b) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Security Instrument; (c) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (d) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (e) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (f) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (g) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon.  Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Security Instrument being primed by any related Lien.

5.1.3.       Litigation.  Borrower shall give prompt notice to Lender of any litigation or governmental proceedings pending or threatened in writing against any Borrower Party or their respective Affiliates which might have a Material Adverse Effect.

5.1.4.       Access to Property.  Borrower shall permit agents, representatives and employees of Lender to inspect the Property or any part thereof at reasonable hours upon reasonable advance notice, subject to the rights of tenants under leases.

5.1.5.       Notice of Default.  Borrower shall promptly advise Lender of any material adverse change in any Borrower Party’s condition, financial or otherwise, or of the occurrence of any Default or Event of Default of which Borrower has knowledge.

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5.1.6.Cooperate in Legal Proceedings.  Borrower shall cooperate fully with Lender with respect to any proceedings before any court, board or other Governmental Authority which may in any way affect the rights of Lender hereunder or any rights obtained by Lender under any of the other Loan Documents and, in connection therewith, permit Lender, at its election, to participate in any such proceedings.

5.1.7.Perform Loan Documents.  Each Borrower Party shall observe, perform and satisfy all the terms, provisions, covenants and conditions of, and shall pay when due all costs, fees and expenses to the extent required under the Loan Documents executed and delivered by, or applicable to, such Borrower Party.

5.1.8.Award and Insurance Benefits.  Borrower shall cooperate with Lender in obtaining for Lender and Borrower the benefits of any Awards or Insurance Proceeds lawfully or equitably payable in connection with the Property, and Lender shall be reimbursed for any expenses incurred in connection therewith (including attorneys’ fees and disbursements, and the payment by Borrower of the expense of an appraisal on behalf of Lender in case of Casualty or Condemnation affecting the Property or any part thereof) out of such Insurance Proceeds.

5.1.9.Further Assurances.  Each Borrower Party shall, at Borrower’s sole cost and expense:

(a)furnish to Lender all instruments, documents, boundary surveys, footing or foundation surveys, certificates, plans and specifications, appraisals, title and other insurance reports and agreements, and each and every other document, certificate, agreement and instrument required to be furnished by any Borrower Party pursuant to the terms of the Loan Documents to which such Borrower Party is a party or which are reasonably requested by Lender in connection therewith;

(b)execute and deliver to Lender such documents, instruments, certificates, assignments and other writings, and do such other acts necessary or desirable, to evidence, preserve and/or protect the collateral at any time securing or intended to secure the obligations of Borrower under the Loan Documents, as Lender may reasonably require including, without limitation, the execution and delivery of all such writings necessary to transfer any liquor licenses with respect to the Property into the name of Lender or its designee after the occurrence of an Event of Default; and

(c)do and execute all and such further lawful and reasonable acts, conveyances and assurances for the better and more effective carrying out of the intents and purposes of this Agreement and the other Loan Documents, as Lender shall reasonably require from time to time.

5.1.10.Special Purpose Entity.   Borrower hereby covenants and agrees that until the Debt has been paid in full:

(a)each SPE Entity is and shall remain and continue to be a Special Purpose Entity;

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(b)all of the facts stated and the assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, are and shall remain and continue to be true and correct in all material respects;

(c)each SPE Entity complies and shall continue to comply with all of the assumptions made with respect to such SPE Entity in the Insolvency Opinion and any Additional Insolvency Opinion;

(d)each Person other than any SPE Entity complies and shall continue to comply with all assumptions made with respect to such Person in the Insolvency Opinion and any Additional Insolvency Opinion; and

(e)each SPE Entity shall not create, incur, assume or suffer to exist or otherwise become or be liable in respect of any Indebtedness other than Permitted Indebtedness.

5.1.11.Financial Reporting.

(a)Borrower will keep and maintain or will cause to be kept and maintained on a Fiscal Year basis, in accordance with GAAP (or such other accounting basis acceptable to Lender), proper and accurate books, records and accounts reflecting all of the financial affairs of Borrower and all items of income and expense in connection with the operation of the Property.  Lender shall have the right from time to time at all times during normal business hours upon reasonable notice to examine such books, records and accounts at the office of Borrower or any other Person maintaining such books, records and accounts and to make such copies or extracts thereof as Lender shall desire.  After the occurrence of an Event of Default, Borrower shall pay any costs and expenses incurred by Lender to examine Borrower’s accounting records with respect to the Property, as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest.

(b)Borrower will furnish to Lender annually, within ninety (90) days following the end of each Fiscal Year of Borrower, a complete copy of Borrower’s annual financial statements audited by a “Big Four” accounting firm or other independent certified public accountant acceptable to Lender in accordance with GAAP (or such other accounting basis acceptable to Lender) covering the Property for such Fiscal Year and containing statements of profit and loss for Borrower and the Property and a balance sheet for Borrower.  Such statements shall set forth the financial condition and the results of operations for the Property for such Fiscal Year, and shall include, but not be limited to, amounts representing annual Net Cash Flow, Net Operating Income, Gross Income from Operations and Operating Expenses.  Borrower’s annual financial statements shall be accompanied by (i) a comparison of the budgeted income and expenses and the actual income and expenses for the prior Fiscal Year, (ii) an unqualified opinion of a “Big Four” accounting firm or other independent certified public accountant reasonably acceptable to Lender, (iii) a list of tenants, if any, occupying more than twenty percent (20%) of the total floor area of the Improvements, (iv) a breakdown showing the year in which each Lease then in effect expires and the percentage of total floor area of the Improvements and the percentage of base rent with respect to which Leases shall expire in each such year, each such percentage to be expressed on both a per year and cumulative basis, (v) occupancy statistics for the Property, (vi)

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if not included in the audited financials referred to above, an Officer’s Certificate attaching a schedule reconciling Net Operating Income to Net Cash Flow (the “Net Cash Flow Schedule”), which shall itemize all adjustments made to Net Operating Income to arrive at Net Cash Flow deemed material by such independent certified public accountant, (vii) room rate reports and Rev PAR calculations, and (viii)  an Officer’s Certificate certifying that each annual financial statement presents fairly the financial condition and the results of operations of Borrower and the Property being reported upon and that such financial statements have been prepared in accordance with GAAP and as of the date thereof whether there exists an event or circumstance which constitutes a Default or Event of Default under the Loan Documents executed and delivered by, or applicable to, Borrower, and if such Default or Event of Default exists, the nature thereof, the period of time it has existed and the action then being taken to remedy the same, except for those being contested by Borrower in good faith in accordance with the requirements of the Loan Documents.

(c)Borrower will furnish, or cause to be furnished, to Lender on or before forty-five (45) days after the end of each calendar month the following items, accompanied by an Officer’s Certificate stating that such items are true, correct, accurate, and complete and fairly present the financial condition and results of the operations of Borrower and the Property (subject to normal year-end adjustments): (i) a rent roll for the subject month; (ii) monthly and year-to-date operating statements (including Capital Expenditures) prepared for each calendar month, noting Net Operating Income, Gross Income from Operations, and Operating Expenses, and, upon Lender’s request, other information necessary and sufficient to fairly represent the financial position and results of operation of the Property during such calendar month, and containing a comparison of budgeted income and expenses and the actual income and expenses together with a detailed explanation of any variances of 7.5% or more between budgeted and actual amounts for such periods, all in form satisfactory to Lender; (iii) a calculation reflecting the annual Debt Service Coverage Ratio for the immediately preceding twelve (12) month period as of the last day of such month; and (iv) a Net Cash Flow Schedule.  In addition, such Officer’s Certificate shall also state that the representations and warranties of Borrower set forth in Section 4.1.30 are true and correct as of the date of such certificate and that there are no trade payables outstanding for more than sixty (60) days other than those being contested by Borrower in good faith in accordance with the terms of this Agreement. Borrower will furnish, or cause to be furnished, to Lender on or before ten (10) days after the end of each calendar month, an Officer’s Certificate certifying as to the amount of the Gaming Liquidity Requirement (including a calculation of the determination thereof) and the Gaming Operating Reserve with respect to such month, including any changes to the foregoing during such month, the foregoing to be in form and, with respect to the Gaming Operating Reserve, in substance reasonably acceptable to Lender.

(d)For the partial year period commencing on the date hereof, and for each Fiscal Year thereafter, Borrower shall submit to Lender an Annual Budget not later than sixty (60) days prior to the commencement of such period or Fiscal Year in form reasonably satisfactory to Lender.  The Annual Budget and any amendment or other modification thereto shall be subject to Lender’s reasonable approval (each such Annual Budget, an “Approved Annual Budget”) in each instance.  In the event that Lender objects to a proposed Annual Budget or any amendment or other modification thereto submitted by Borrower which requires the approval of Lender hereunder, Lender shall advise Borrower of such objections within fifteen (15) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and

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Borrower shall promptly revise such Annual Budget and resubmit the same to Lender.  Lender shall advise Borrower of any objections to such revised Annual Budget within ten (10) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise the same in accordance with the process described in this Section 5.1.11(d) until Lender approves the Annual Budget.  Until such time that Lender approves a proposed Annual Budget (including any amendment or other modification thereto) which requires the approval of Lender hereunder, the most recently Approved Annual Budget shall apply; provided, that such Approved Annual Budget shall be adjusted to reflect actual increases in Taxes, Insurance Premiums, utilities expenses, union wage adjusts and any other non-discretionary cost or expense required to be paid to continue the operation of the Property in the normal course.

(e)In the event that Borrower must incur an extraordinary Operating Expense or Capital Expenditure not set forth in the Approved Annual Budget (each, an “Extraordinary Expense”), then Borrower shall promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Expense for Lender’s approval.

(f)If, at the time a Disclosure Document is being prepared for a Securitization, Lender expects that Borrower alone or Borrower and one or more Affiliates of Borrower collectively, or the Property alone or the Property and Related Properties collectively, will be a Significant Obligor, Borrower shall furnish to Lender upon request (i) the selected financial data or, if applicable, Net Operating Income, required under Item 1112(b)(1) of Regulation AB, if Lender expects that the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization may, or if the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization and at any time during which the Loan and any Related Loans are included in a Securitization does, equal or exceed ten percent (10%) (but less than twenty percent (20%)) of the aggregate principal amount of all mortgage loans included or expected to be included, as applicable, in the Securitization, or (ii) the financial statements required under Item 1112(b)(2) of Regulation AB, if Lender expects that the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization may, or if the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization and at any time during which the Loan and any Related Loans are included in a Securitization does, equal or exceed twenty percent (20%) of the aggregate principal amount of all mortgage loans included or expected to be included, as applicable, in the Securitization.  Such financial data or financial statements shall be furnished to Lender (A) within ten (10) Business Days after notice from Lender in connection with the preparation of Disclosure Documents for the Securitization, (B) not later than thirty (30) days after the end of each fiscal quarter of Borrower and (C) not later than seventy-five (75) days after the end of each fiscal year of Borrower; provided, however, that Borrower shall not be obligated to furnish financial data or financial statements pursuant to clauses (B) or (C) of this sentence with respect to any period for which a filing pursuant to the Exchange Act in connection with or relating to the Securitization (an “Exchange Act Filing”) is not required.  If requested by Lender, Borrower shall furnish to Lender financial data and/or financial statements for any tenant of the Property to the extent required to be delivered by such tenant under its lease if, in connection with a Securitization, Lender expects there to be, with respect to such tenant or group of affiliated tenants, a concentration within all of the mortgage loans included or expected to be included, as

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applicable, in the Securitization such that such tenant or group of affiliated tenants would constitute a Significant Obligor.

(g)All financial statements provided by Borrower hereunder pursuant to Section 5.1.11(f) shall be prepared in accordance with GAAP, and shall meet the requirements of Regulation AB and other applicable legal requirements.  All annual financial statements referred to in Section 5.1.11(f) above shall be audited by independent accountants of Borrower acceptable to Lender in accordance with Regulation AB and all other applicable legal requirements, shall be accompanied by the manually executed report of the independent accountants thereon, which report shall meet the requirements of Regulation AB and all other applicable legal requirements, and shall be further accompanied by a manually executed written consent of the independent accountants, in form and substance acceptable to Lender, to the inclusion of such financial statements in any Disclosure Document and any Exchange Act Filing and to the use of the name of such independent accountants and the reference to such independent accountants as “experts” in any Disclosure Document and Exchange Act Filing, all of which shall be provided at the same time as the related financial statements are required to be provided.  All financial data and financial statements (audited or unaudited) provided by Borrower under Section 5.1.11(f) and this Section 5.1.11(g) shall be accompanied by an Officer’s Certificate, which certification shall state that such financial statements meet the requirements set forth in the first sentence of this Section 5.1.11(g).

(h)If requested by Lender, Borrower shall provide Lender, promptly upon request, with any other or additional financial statements, or financial, statistical or operating information, as Lender shall determine to be required pursuant to Regulation AB or any amendment, modification or replacement thereto or other legal requirements in connection with any Disclosure Document or any Exchange Act Filing.

(i)In the event Lender determines, in connection with a Securitization, that the financial data and financial statements required in order to comply with Regulation AB or any amendment, modification or replacement thereto or other legal requirements are other than as provided herein, then notwithstanding the provisions of Section 5.1.11(g), Lender may request, and Borrower shall promptly provide, such other financial data and financial statements as Lender determines to be necessary or appropriate for such compliance.

(j)Any reports, statements or other information required to be delivered under this Agreement shall be delivered (i) in paper form, (ii) on a diskette, and (iii) if requested by Lender and within the capabilities of Borrower’s data systems without change or modification thereto, in electronic form and prepared using a Microsoft Word for Windows or WordPerfect for Windows files (which files may be prepared using a spreadsheet program and saved as word processing files).  Borrower agrees that Lender may disclose information regarding the Property and Borrower that is provided to Lender pursuant to this Section 5.1.11 in connection with the Securitization to parties requesting such information as potential investors or parties in connection with such Securitization.

5.1.12.Business and Operations.  Borrower will continue to engage in the businesses presently conducted by it as and to the extent the same are necessary for the ownership, development, maintenance, management and operation of the Property.  Borrower will qualify to

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do business and will remain in good standing under the laws of each jurisdiction as and to the extent the same are required for the ownership, maintenance, management and operation of the Property.

5.1.13.Title to the Property.  Borrower will warrant and defend (a) the title to the Property and every part thereof, subject only to Liens permitted hereunder (including Permitted Encumbrances) and (b) the validity and priority of the Lien of the Security Instrument and the Assignment of Leases, subject only to Liens permitted hereunder (including Permitted Encumbrances), in each case against the claims of all Persons whomsoever.  Borrower shall reimburse Lender for any losses, costs, damages or expenses (including reasonable attorneys’ fees and court costs) incurred by Lender if an interest in the Property, other than as permitted hereunder, is claimed by another Person.

5.1.14.Costs of Enforcement.  In the event (a) that the Security Instrument is foreclosed in whole or in part or that the Security Instrument is put into the hands of an attorney for collection, suit, action or foreclosure, (b) of the foreclosure of any mortgage prior to or subsequent to the Security Instrument in which proceeding Lender is made a party, or (c) of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of Borrower or any of its constituent Persons or an assignment by Borrower or any of its constituent Persons for the benefit of its creditors, Borrower, its successors or assigns, shall be chargeable with and agrees to pay all costs of collection and defense, including attorneys’ fees and costs, incurred by Lender or Borrower in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, together with all required service or use taxes.

5.1.15.Estoppel Statement.

(a)After request by Lender, Borrower shall within ten (10) days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Applicable Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Debt, if any, and (vi) that the Note, this Agreement, the Security Instrument and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification.

(b)Borrower shall upon Lender’s request, request and use all reasonable efforts to obtain tenant estoppel certificates from each commercial tenant leasing space at the Property in form and substance reasonably satisfactory to Lender provided that Borrower shall not be required to request such certificates more frequently than two (2) times in any calendar year.

5.1.16.Loan Proceeds.  Borrower shall use the proceeds of the Loan received by it on the Closing Date only for the purposes set forth in Section 2.1.2 and Section 2.1.3 as applicable.

5.1.17.Performance by Borrower Parties.  Each Borrower Party shall in a timely manner observe, perform and fulfill each and every covenant, term and provision of each Loan Document executed and delivered by, or applicable to, such Borrower Party, and shall not enter into or otherwise suffer or permit any amendment, waiver, supplement, termination or other

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modification of any Loan Document executed and delivered by, or applicable to, Borrower without the prior consent of Lender.

5.1.18.Confirmation of Representations.  Borrower shall deliver, in connection with any Securitization, (a) one or more Officer’s Certificates certifying as to the accuracy of all representations made by Borrower in the Loan Documents as of the date of the closing of such Securitization in all relevant jurisdictions, and (b) certificates of the relevant Governmental Authorities in all relevant jurisdictions indicating the good standing and qualification of each Borrower Party as of the date of the Securitization.

5.1.19.Employee Benefits.  Borrower shall, and shall use its reasonable best efforts to cause each of its ERISA Affiliates to:

(a)pay and discharge promptly any liability imposed upon it pursuant to the provisions of Title IV of ERISA; provided, however, that neither Borrower nor any ERISA Affiliate shall be required to pay any such liability if (1) the amount, applicability or validity thereof shall be diligently contested in good faith by appropriate proceedings, and (2) such Person shall have set aside on its books reserves which, in the opinion of the independent certified public accountants of such Person, are adequate with respect thereto;

(b)deliver to Lender, promptly and in any event within five (5) Business Days after (or within such other time period specified) (i) the occurrence of any Reportable Event, a copy of the materials that are filed with the PBGC, or the materials that would have been required to be filed if the 30-day notice requirement to the PBGC was not waived, (ii) Borrower or any ERISA Affiliate or an administrator of any Pension Plan files with participants, beneficiaries or the PBGC a notice of intent to terminate any such Pension Plan, a copy of any such notice, (iii) within five (5) Business Days, the receipt of notice by Borrower or any ERISA Affiliate or an administrator of any Pension Plan from the PBGC of the PBGC’s intention to terminate any Pension Plan or to appoint a trustee to administer any such Pension Plan, a copy of such notice, (iv) within thirty (30) days after, the filing thereof with the Internal Revenue Service, copies of each annual report that is filed on Treasury Form 5500 with respect to any Pension Plan, together with certified financial statements (if any) for the Pension Plan and any actuarial statements on Schedule B to such Form 5500, (v) five (5) Business Days after, Borrower or any ERISA Affiliate knows or has reason to know of any event or condition which might constitute grounds under the provisions of Section 4042 of ERISA for the termination of (or the appointment of a trustee to administer) any Pension Plan, an explanation of such event or condition, (vi) the receipt by Borrower or any ERISA Affiliate of an assessment of withdrawal liability under Section 4201 of ERISA from a Multiemployer Plan, a copy of such assessment, (vii) within five (5) Business Days, Borrower or any ERISA Affiliate knows or has reason to know of any event or condition which might cause any one of them to incur a liability under Section 4062, 4063, 4064 or 4069 of ERISA or Section 412(n) or 4971 of the Code, an explanation of such event or condition, (viii) Borrower or any ERISA Affiliate knows or has reason to know that an application is to be, or has been, made to the Secretary of the Treasury for a waiver of the minimum funding standard under the provisions of Section 412 of the Code, a copy of such application, and (ix) the establishment of, or the incurrence of the obligation to contribute to, any Pension Plan or Multiemployer Plan by Borrower or any ERISA Affiliate, and in each case described in clauses (i) through (iii) and (v) through (ix) together with Officer’s Certificate of

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Borrower setting forth details as to such Reportable Event, notice, event or condition and the action which Borrower or such ERISA Affiliate proposes to take with respect thereto; and

(c)deliver to Lender, promptly and in any event within five (5) Business Days after the assets of Borrower became “plan assets” under ERISA and any currently effective regulations promulgated thereunder or under any other federal, state, local or non-U.S. laws applicable to employee benefit plans, an Officer Certificate of Borrower setting forth the details of such event and the action which Borrower proposes to take with respect thereto.

5.1.20.Leasing Matters.

(a)All Leases and all renewals of Leases executed after the date hereof shall (i) be negotiated at arm’s length and shall be on commercially reasonable terms, and (ii) provide that such Lease is subordinate to the Security Instrument and the other Loan Documents and that the lessee agrees, subject to customary and reasonable provisions for non-disturbance to the extent the lessee is not in default thereunder, to attorn to Lender and any purchaser at a foreclosure sale.  Any Major Lease and any renewal, material waiver, material amendment, material modification or termination thereof executed after the date hereof shall be subject to Lender’s prior approval, which approval shall not be unreasonably withheld or delayed.  If an Event of Default shall exist, all Leases and each renewal, waiver, amendment, modification or termination thereof executed during the existence of such Event of Default shall be subject to Lender’s prior approval in its sole discretion.  Lender’s approval shall not be required for any Lease, or any renewal, waiver, amendment, modification or termination except as expressly provided in this Section 5.1.20.  Upon request of Borrower and at Borrower’s sole cost and expense, so long as no Event of Default shall exist, from time to time Lender shall promptly execute and deliver a subordination, nondisturbance and attornment agreement in connection with any Major Lease, such agreement to be in Lender’s then usual and customary form and otherwise reasonably acceptable to Lender in all respects.

(b)Any request for the approval by Lender of any Lease or any renewal, waiver, amendment, modification or termination thereof shall be delivered to Lender in writing and shall include a copy of the proposed Lease or renewal, waiver, amendment, modification or termination and Lender shall so advise whether such approval is granted or denied within ten (10) Business Days after receipt of such written request.  Provided that the request is accompanied by a notice, which provides in upper case bold-faced type:  “THIS IS A REQUEST FOR AN APPROVAL WITH RESPECT TO A LEASE.  IF LENDER FAILS TO RESPOND WITHIN 10 BUSINESS DAYS OF THE EFFECTIVENESS OF THIS NOTICE, THE REQUESTED ACTION WITH RESPECT TO THE LEASE WILL BE DEEMED APPROVED”, if Lender shall not so advise of its determination within such ten (10) Business Day period (notice by facsimile on the same day being acceptable for this purpose), such proposed Lease or renewal, waiver, amendment, modification or termination thereof shall be deemed approved by Lender.  If Lender shall deny any such request for approval, Lender shall specify the reasons for its refusal to grant approval.  For the purposes of this Section 5.1.20, subject to Lender’s receipt, review and reasonable approval of definitive documentation with respect to the same pursuant to this Agreement, Lender hereby acknowledges and approves the proposed lease of space to Opium Group to be used as a nightclub upon substantially the same terms as set forth in the term sheet delivered to Lender on or prior to the date hereof.

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(c)Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner; provided, however, Borrower shall not terminate or accept a surrender of a Major Lease without Lender’s prior written approval, except in the event of a default by the tenant thereunder and with prior written notice to Lender; (iii) shall not collect any of the Rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); and (v) shall hold all security deposits under all Leases in accordance with applicable Legal Requirements.  Upon request, Borrower shall furnish Lender with executed copies of all Leases. Notwithstanding the foregoing provisions of this Section 5.1.20(c), Borrower shall have the right to terminate any Lease by the exercise of any specific right set forth in such Lease to terminate the same due to the applicable tenant’s failure to achieve any required sales thresholds set forth therein; provided that Borrower shall promptly deliver to lender written notice of the exercise of any such right and the termination of any such Lease.

5.1.21.Alterations.

(a)Borrower shall cause all Alterations with respect to any portion of the Property to be conducted and performed with due diligence in a good and workmanlike manner, and all materials used and work done shall be in accordance with all applicable Legal Requirements.  Any Material Alteration shall be subject to Lender’s prior written consent, which consent shall not be unreasonably withheld.  Lender’s consent shall not be required for any Alterations other than Material Alterations.  If the total unpaid amounts due and payable with respect to any Alterations at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time exceed $3,000,000 (the “Threshold Amount”), Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and a Rating Agency Confirmation with respect to same, (D) a Letter of Credit, (E) a completion and performance bond issued by an Approved Bank, or (F) a guaranty of completion of such Alterations from Guarantor or another guarantor reasonably acceptable to Lender, and in a form reasonably acceptable to Lender.  Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to such Alterations (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, during the existence of an Event of Default, Lender may apply such security from time to time at the option of Lender to pay for such Alterations.  Notwithstanding the foregoing, Borrower shall not be obligated to deliver any additional security for Alterations to the extent that the Alterations that would otherwise have given rise to the obligation to deliver additional security for Alterations may (pursuant to the applicable provisions hereof) be paid for with funds from the FF&E Reserve Account.

(b)Any request for the approval by Lender of any Material Alterations shall be delivered to Lender in writing and shall include such documents, plans and other information as Lender shall reasonably require. If Lender shall fail to approve, disapprove or otherwise respond to such request for approval within ten (10) days, then Borrower may send to Lender a notice

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referencing this Agreement and the applicable Section hereof and stating in upper case bold-faced type “LENDER HAS FAILED TO APPROVE, DISAPPROVE OR OTHERWISE RESPOND TO BORROWER’S REQUEST FOR CONSENT TO ALTERATIONS WITHIN THE TEN (10) DAY PERIOD SET FORTH IN SECTION 5.1.20 OF THE LOAN AGREEMENT, AND IF LENDERS SHALL FAIL TO APPROVE, DISAPPROVE OR OTHERWISE RESPOND TO THE SAME WITHIN TEN (10) DAYS AFTER THE EFFECTIVENESS OF THIS NOTICE, LENDERS SHALL BE DEEMED TO HAVE APPROVED OF THE SAME”, and if Lender shall fail to approve, disapprove or otherwise respond to such notice of Borrower within ten (10) days after the effectiveness of such notice, Lender shall be deemed to have approved of Borrower’s proposed Alterations.

5.1.22.Operation of Property.  Borrower shall conduct its business and operations, and shall cause the Property to be operated and managed, in the ordinary course consistent with past practice and as contemplated by the Renovation Project in all material respects. Borrower shall cause the Property to be operated, in all material respects, in accordance with any Management Agreement (or Replacement Management Agreement) as applicable.  In the event that any Management Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of the Management Agreement in accordance with the terms and provisions of this Agreement), Borrower shall promptly enter into a Replacement Management Agreement with Manager or another Qualified Manager, as applicable. Except for Excusable Delays, Borrower shall cause the Hotel Component to be at all times open for business as a hotel and the Casino Component to be open for business as a casino, except to the extent necessary to undertake the Renovation Project with due diligence in accordance with the provisions hereof.  Borrower shall cause the Property to be at all times operated, managed and maintained, at all times and in the manner and accordance with the standards required pursuant to any Management Agreement, any other Material Operating Agreement (including all marketing, advertising, promotional and reservation programs) and all applicable Legal Requirements, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect, or would not result in a material default under such agreements (if any) but in no event below the Comparable Standards.  Borrower shall at all times manage, operate and maintain the Hotel Component, the Casino Component and the TPA Component as a luxury themed hotel and casino resort in accordance with standards at least equivalent to the Comparable Standards.  The theme of the Hotel Component, the Casino Component and the TPA Component shall not be materially changed without the prior written reasonable consent of Lender other than to the extent disclosed to Lender in writing prior to the Closing Date, provided that Lender hereby consents to the re-theming of the Property as a Planet Hollywood hotel and casino consistent with the Renovation Project Documents.  The TPA Component shall be used to present events which are consistent with the first class nature of the complex, and consistent with the Comparable Standards.

5.1.23.Management Agreements.

(a)Borrower shall, and shall cause its Affiliates to, at its sole cost and expense (i) promptly and timely perform and/or observe, in all material respects, all of the terms, covenants, conditions and agreements required to be performed and observed by Borrower or such Affiliate under any Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any material default

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under any Management Agreement of which it is aware; (iii) promptly deliver to Lender a copy of each notice received by it under a Management Agreement; (iv) enforce the performance and observance of all of the covenants and agreements required to be performed and/or observed by the counterparty under each Management Agreement, in a commercially reasonable manner, (v) not amend, restate, replace, supplement or otherwise modify any Management Agreement in any material respect, or waive any of its material rights and remedies thereunder, without the prior written consent of Lender (such consent not to be unreasonably withheld, conditioned or delayed) in each instance.

(b)If Borrower or its Affiliate shall be in default under any Management Agreement, then, subject to the terms of such Management Agreement, Borrower or such Affiliate (as applicable) shall grant Lender the right (but not the obligation), upon prior notice to Borrower, to cause the default or defaults under such Management Agreement to be remedied and otherwise exercise any and all rights of Borrower or such Affiliate (as applicable) under such Management Agreement, as may be necessary to prevent or cure any default provided such actions are necessary to protect Lender’s interest under the Loan Documents, and Lender shall have the right to enter all or any portion of the Property at such times and in such manner as Lender deems necessary, to prevent or to cure any such default.

(c)The actions or payments of Lender to cure any default by Borrower or its Affiliates under any Management Agreement shall not remove or waive, as between Borrower and Lender, any default that occurred under this Agreement by virtue of such default by Borrower or its Affiliate under such Management Agreement.  All sums expended by Lender to cure any such default shall be paid by Borrower to Lender, upon demand, with interest on such sum at the rate set forth in this Agreement from the date such sum is expended to and including the date the reimbursement payment is made to Lender.  All such indebtedness shall be deemed to be secured by the Security Instrument.

(d)Borrower shall notify Lender promptly in writing of (i) the occurrence, to Borrower’s knowledge, of any material default by any party to any Management Agreement, (ii) the occurrence, to Borrower’s knowledge, of any event that, with the passage of time or service of notice, or both, would constitute a material default by any party under any Management Agreement, and (iii) the receipt by Borrower or its Affiliate of any notice (written or otherwise) from any party under any Management Agreement noting or claiming the occurrence of any default by Borrower or its Affiliate under any Management Agreement.

(e)Borrower and/or its Affiliates (as applicable) shall promptly execute, acknowledge and deliver to Lender such instruments as may reasonably be required to permit Lender to cure any default under any Management Agreement or permit Lender to take such other action required to enable Lender to cure or remedy the matter in default and preserve the security interest of Lender under the Loan Documents with respect to the Property.  Upon the occurrence and during the continuance of an Event of Default, Borrower irrevocably appoints Lender as its true and lawful attorney-in-fact to do, in its name or otherwise, any and all acts and to execute any and all documents that are necessary to preserve any rights of Borrower or its Affiliates under or with respect to any Management Agreement, including, without limitation, the right to effectuate any extension or renewal of any Management Agreement, or to preserve any rights of Borrower of its Affiliates whatsoever in respect of any part of any Management

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Agreement (and the above powers granted to Lender are coupled with an interest and shall be irrevocable).

(f)With respect to any Management Agreement, Borrower shall, from time to time (but not more often than four (4) times in any twelve (12) month period unless an Event of Default then exists in which case such limit shall not apply), upon ten (10) Business Days’ prior written request from Lender, execute, acknowledge and deliver to Lender, a statement containing the following:  (A) a statement that such Management Agreement is unmodified and in full force and effect or, if there have been modifications, that the Management Agreement is in full force and effect as modified and setting forth such modifications, (B) a statement that either such Borrower or its Affiliate (as applicable) is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default, (C) a statement that, to Borrower’s knowledge, either the other party thereto is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and (D) such other information with respect to the Management Agreements as Lender shall reasonably request.

(g)With respect to any Management Agreement, Borrower shall use commercially reasonable efforts to deliver to Lender from time to time (provided that Borrower shall not be required to deliver such certificates more frequently than four times in any calendar year) within twenty (20) Business Days of Lender’s request, a certificate from each party to such Management Agreement other than Borrower or its Affiliates containing the following:  (A) a statement that such Management Agreement is unmodified and in full force and effect or, if there have been modifications, that the Management Agreement is in full force and effect as modified and setting forth such modifications, (B) a statement that either such other party is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default, (C) a statement that, to such party’s knowledge, either the Borrower or its Affiliate (as applicable) is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and (D) such other information with respect to such other party and/or Management Agreements as Lender shall reasonably request.

5.1.24.Intellectual Property Collateral.

(a)Borrower has executed and delivered on the date hereof, a fully completed Security Agreement (Copyrights) and Security Agreement (Trademarks), as applicable, with regard to any Copyrights or Trademarks, as the case may be, of Borrower, described in Schedule IV.  In the event that, after the date hereof Borrower shall acquire any registered Copyright, Domain Name or Trademark or file any application for registration thereof, whether within the United States or any other country or jurisdiction, Borrower shall promptly furnish written notice thereof to Lender together with information sufficient to permit Lender, upon its receipt of such notice, to (and Borrower hereby authorizes Lender to) modify in accordance with this Agreement, as appropriate, by amending Schedule IV hereto or to add additional exhibits hereto to include any Copyright, Domain Name or Trademark that becomes part of the collateral under the Security Instrument, and Borrower shall additionally, at its own expense, execute and deliver,

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as promptly as possible (but in any event within twenty (20) days) after the date of such notice, with regard to United States Copyrights and Trademarks, a fully completed Security Agreement (Copyrights) and Security Agreement (Trademarks) in substantially the same form as delivered on the date hereof, as applicable, together in all instances with any other agreements, instruments and documents that Lender may reasonably request from time to time to further effect and confirm the security interest created by this Agreement in such Copyrights and Trademarks, and Borrower hereby appoints Lender its attorney-in-fact, upon the occurrence and during the continuance of an Event of Default, to execute, deliver and record any and all such agreements, instruments and documents for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed and such power, being coupled with an interest, being irrevocable for so long as this Agreement shall be in effect with respect to Borrower.

(b)Borrower (either itself or through its licensees or sublicensees) will, for each material Trademark used in the conduct of its business, use its commercially reasonable efforts to (i) maintain such Trademark in full force and effect, free from any claim of abandonment or invalidity for non-use, (ii) maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of federal registration to the extent required by applicable law, (iv) take appropriate and commercially reasonable steps to police and defend such Trademark and prevent or arrest infringement, dilution or other harm to such Trademark and (v) not knowingly use or knowingly permit the use of such Trademark in violation of any third-party rights, unless Borrower determines in its reasonable good-faith discretion that such Trademark is no longer useful in its business.

(c)Borrower (either itself or through its licensees or sublicensees) will refrain from committing any act, or omitting any act, whereby any Patent used in the conduct of such Borrower’s business may become invalidated or dedicated to the public, and shall continue to mark any products covered by Patent with the relevant patent number as required by applicable patent laws, unless Borrower determines in its reasonable good-faith discretion that such Patent is no longer useful in its business.

(d)Borrower (either itself or through its licensees or sublicensees) will, for each work covered by a material Copyright, continue to publish, reproduce, display, adopt and distribute the work with appropriate notice as required under applicable copyright laws, unless Borrower determines in its reasonable good-faith discretion that such Copyright is no longer useful in its business.

(e)Borrower shall notify Lender immediately if it knows or has reason to know that any material Patent, Trademark or Copyright used in the conduct of its business may become abandoned or dedicated to the public, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the U.S. Patent and Trademark Office, U.S. Copyright Office or any court) regarding, such Borrower’s ownership of any Trademark or Copyright, its right to register the same, or to keep and maintain the same.

(f)Borrower will take all necessary steps that are consistent with the practice in any proceeding before the U.S. Patent and Trademark Office, U.S. Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political

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subdivision thereof, to maintain and pursue each application relating to any Patents, Trademarks or Copyrights (and to obtain the relevant grant or registration) used in the conduct of such Borrower’s business and to maintain each registration of any Patents, Trademarks and Copyright used in the conduct of such Borrower’s business (excluding those listed in the License Agreement), including the filing of applications for renewal, affidavits of use, affidavits of incontestability and maintenance fees, and, if consistent with sound business judgment, to initiate opposition, interference and cancellation proceedings against third parties.

(g)In the event that any collateral consisting of a Patent, Trademark or Copyright used in the conduct of any Borrower’s business is believed infringed, misappropriated or diluted by a third party, such Borrower shall notify Lender promptly after it learns thereof and shall, if consistent with sound business judgment, promptly sue for infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Collateral.

(h)Upon the occurrence and during the continuance of any Event of Default, each Borrower shall use its commercially reasonable efforts to obtain all requisite consents or approvals from the Licensors included within the Copyright Collateral, Patent Collateral or Trademarks Collateral (each as defined in the Security Instrument) to effect the assignment of all of such Borrower’s right, title and interest thereunder to Lender or its designee.

5.1.25.Material Operating Agreements.

(a)Borrower and its Affiliates shall, at its sole cost and expense (i) promptly and timely perform and/or observe, in all material respects, all of the terms, covenants, conditions and agreements required to be performed and observed by Borrower or such Affiliate under each Material Operating Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any material default under any Material Operating Agreement of which it is aware; (iii) promptly deliver to Lender a copy of each notice of default or other material notice received by it under any Material Operating Agreement; (iv) enforce the performance and observance of all of the covenants and agreements required to be performed and/or observed by the counterparty under each Material Operating Agreement, in a commercially reasonable manner, (v) not amend, restate, replace, supplement or otherwise modify any Material Operating Agreement in any material respect, or waive any of its material rights and remedies thereunder, without the prior written consent of Lender (such consent not to be unreasonably withheld, conditioned or delayed) in each instance.  For the purposes of this Section 5.1.25, subject to Lender’s receipt, review and reasonable approval of definitive documentation with respect to the same pursuant to this Agreement, Lender hereby acknowledges and approves the proposed modification of the TPA Component Lease to expand the space demised thereunder to include additional seating capacity for up to 500 persons upon substantially the same terms as set forth therein with respect to the current seating capacity covered thereby on the date hereof.

(b)Any request for the approval by Lender of any Material Operating Agreement or any renewal, waiver, amendment, modification or termination thereof shall be delivered to Lender in writing and shall include a copy of the proposed Material Operating Agreement or renewal, waiver, amendment, modification or termination and Lender shall so advise whether

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such approval is granted or denied within ten (10) Business Days after receipt of such written request.  Provided that the request is accompanied by a notice, which provides in upper case bold-faced type:  “THIS IS A REQUEST FOR AN APPROVAL WITH RESPECT TO A MATERIAL OPERATING AGREEMENT.  IF LENDER FAILS TO RESPOND WITHIN TEN (10) BUSINESS DAYS OF THE EFFECTIVENESS OF THIS NOTICE, BORROWER SHALL HAVE THE RIGHT TO DELIVER A DEEMED APPROVAL NOTICE”, if Lender shall not so advise of its determination within such ten (10) Business Day period (notice by facsimile on the same day being acceptable for this purpose), then Borrower shall have the right to deliver a second written request for such approval and, provided that such second request is accompanied by a notice, which provides in upper case bold-faced type:  “THIS IS A SECOND REQUEST FOR AN APPROVAL WITH RESPECT TO A MATERIAL OPERATING AGREEMENT.  IF LENDER FAILS TO RESPOND WITHIN FIVE (5) BUSINESS DAYS OF THE EFFECTIVENESS OF THIS NOTICE THE REQUESTED ACTION WITH RESPECT TO THE MATERIAL OPERATING AGREEMENT WILL BE DEEMED APPROVED”, if Lender shall not so advise of its determination within such five (5) Business Day period (notice by facsimile on the same day being acceptable for this purpose), such proposed Material Operating Agreement or renewal, waiver, amendment, modification or termination thereof shall be deemed approved by Lender.  If Lender shall deny any such request for approval, Lender shall specify the reasons for its refusal to grant approval.

(c)If Borrower or its Affiliate shall be in default under any Material Operating Agreement, then, subject to the terms of such Material Operating Agreement, Borrower or such Affiliate (as applicable) shall (subject to any applicable Legal Requirements) grant Lender the right (but not the obligation), to cause the default or defaults under such Material Operating Agreement to be remedied and otherwise exercise any and all rights of Borrower or such Affiliate (as applicable) under such Material Operating Agreement, as may be necessary to prevent or cure any default provided such actions are necessary to protect Lender’s interest under the Loan Documents, and Lender shall have the right to enter all or any portion of the Property at such times and in such manner as Lender deems necessary, to prevent or to cure any such default.

(d)The actions or payments of Lender to cure any default by Borrower or its Affiliates under any Material Operating Agreement shall not remove or waive, as between Borrower and Lender, any default that occurred under this Agreement by virtue of such default by Borrower or its Affiliate under such Material Operating Agreement.  All sums expended by Lender to cure any such default shall be paid by Borrower to Lender, upon demand, with interest on such sum at the rate set forth in this Agreement from the date such sum is expended to and including the date the reimbursement payment is made to Lender.  All such indebtedness shall be deemed to be secured by the Security Instrument.

(e)Borrower shall notify Lender promptly in writing of (i) the occurrence, to Borrower’s knowledge, of any material default by any party to any Material Operating Agreement, (ii) the occurrence, to Borrower’s knowledge, of any event that, with the passage of time or service of notice, or both, would constitute a material default by any party under any Material Operating Agreement, and (iii) the receipt by Borrower or its Affiliate of any notice (written or otherwise) from any party under any Material Operating Agreement noting or

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claiming the occurrence of any default by Borrower or its Affiliate under such Material Operating Agreement.

(f)Borrower and/or its Affiliates (as applicable) shall (subject to any applicable Legal Requirements) promptly execute, acknowledge and deliver to Lender such instruments as may reasonably be required to permit Lender to cure any default under any Material Operating Agreement or permit Lender to take such other action required to enable Lender to cure or remedy the matter in default and preserve the security interest of Lender under the Loan Documents with respect to the Property.  Upon the occurrence and during the continuance of an Event of Default, Borrower irrevocably appoints Lender as its true and lawful attorney-in-fact to do, in its name or otherwise, any and all acts and to execute any and all documents that are necessary to preserve any rights of Borrower or its Affiliates under or with respect to any Material Operating Agreement, including, without limitation, the right to effectuate any extension or renewal of any Material Operating Agreement, or to preserve any rights of Borrower of its Affiliates whatsoever in respect of any part of any Material Operating Agreement (and the above powers granted to Lender are coupled with an interest and shall be irrevocable).

(g)With respect to any Material Operating Agreement, Borrower shall, from time to time (but not more often than four (4) times in any twelve (12) month period unless an Event of Default then exists in which case such limit shall not apply), upon ten (10) Business Days’ prior written request from Lender, execute, acknowledge and deliver to Lender, a statement containing the following:  (A) a statement that such Material Operating Agreement is unmodified and in full force and effect or, if there have been modifications, that the Material Operating Agreement is in full force and effect as modified and setting forth such modifications, (B) a statement that either such Borrower or its Affiliate (as applicable) is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default, (C) a statement that, to Borrower’s knowledge, either the other party thereto is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and (D) such other information with respect to the Material Operating Agreement as Lender shall reasonably request.

(h)With respect to any Material Operating Agreement, Borrower shall use commercially reasonable efforts to deliver to Lender from time to time (provided that Borrower shall not be required to deliver such certificates more frequently than four times in any calendar year) within twenty (20) Business Days of Lender’s request, a certificate from each party to such Material Operating Agreement other than Borrower or its Affiliates containing the following:  (A) a statement that such Material Operating Agreement is unmodified and in full force and effect or, if there have been modifications, that the Material Operating Agreement is in full force and effect as modified and setting forth such modifications, (B) a statement that either such other party is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default, (C) a statement that, to such party’s knowledge, either the Borrower or its Affiliate (as applicable) is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and (D) such other information with respect to such other party and/or Material Operating Agreement as Lender shall reasonably request.

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5.1.26.     Operation of Casino Component.

(a)           Subject to Excusable Delay, Borrower shall at all times operate the Casino Component in accordance with applicable Legal Requirements and shall continue to possess and maintain all licenses, permits and Governmental Approvals necessary to the lawful operation of the Casino Component as a casino. Borrower shall not take or permit any action that would adversely affect the status or good standing of Borrower under such licenses, permits or Governmental Approvals.

(b)           Borrower shall obtain, as promptly as practicable following the date hereof, the applicable approvals of the Gaming Authorities required to authorize or continue the pledge of, and grant of security interest in, the interests in OpBiz under the OpBiz Pledge Agreement, and shall promptly execute any and all such instruments and documents, deliver any certificates and do all such other acts or things deemed necessary, appropriate or desirable by the Gaming Authorities to obtain such approvals.

(c)           Promptly after and, in any event, within 30 days after, the Closing Date, Borrower will submit or cause to be submitted complete Gaming Applications, filings and other submissions required by the Gaming Authorities or pursuant to any Gaming Laws (i) to obtain all approvals necessary to cause the effectiveness of any Security Instrument, the OpBiz Pledge Agreement and to confer the full benefits, rights, and powers granted therein to Lender and (ii) to obtain all necessary Gaming Licenses related to the appointment of any Independent Person.  Borrower will timely pay all Gaming Application fees, investigative fees and costs required by the Gaming Authorities with respect to these approvals and licenses.  Borrower will diligently and comprehensively respond to any inquiries and requests from the Gaming Authorities and promptly file or cause to be filed any additional information required in connection with such Gaming Applications or filings as soon as practicable after receipt of requests therefore.

(d)           OpBiz hereby acknowledges and agrees that the Casino Component Lease and any and all rights and interests (whether choate or inchoate and including, without limitation, all mechanic’s and materialmen’s liens under applicable law) owed, claimed or held, by OpBiz thereunder or otherwise in and to the Casino Component, are and shall be in all respects subordinate and inferior to the liens and security interests created, or to be created, for the benefit of Lender, and securing the repayment of the Note and the performance of the obligations under this Agreement and the other Loan Documents, and all renewals, extensions, increases, supplements, amendments, modifications or replacements thereof.

(e)           OpBiz agrees that upon the occurrence of an Event of Default under the Loan Documents, OpBiz shall, at the request of Lender, continue to perform all of OpBiz’s obligations under the terms of the Casino Component Lease with respect to the Casino Component.  Further, OpBiz agrees that upon and after foreclosure, deed in lieu of foreclosure or other similar transfer of the Casino Component to Lender, its designee or nominee, OpBiz shall not exercise any right to terminate the Casino Component Lease other than due to any default or breach by Lender, its designee or nominee first occurring thereafter pursuant to the terms of the Casino Component Lease and, at the request of Lender, shall continue to operate and manage the Casino Component and maintain all applicable Gaming Licenses and comply with all applicable Gaming Laws with respect to the Property for a period not to exceed twelve (12) months after the effective date of

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such transfer, either in accordance with the terms of the Casino Component Lease or pursuant to a Management Agreement in form and substance reasonably acceptable to Lender provided that (i) to the extent such continued operation is conducted pursuant to the Casino Component Lease, OpBiz shall be obligated to pay a then market rate rent thereunder which is reasonable and customary for similar properties in similar locations as the Casino Component, (ii) to the extent such continued operation is conducted pursuant to a Management Agreement, Lender, its designee or nominee shall pay to OpBiz a then market rate management fee which is reasonable and customary for similar properties in similar locations as the Casino Component, and (iii) all other terms and arrangements shall be usual and customary for similar properties in similar locations as the Casino Component and, to the extent required under applicable gaming Laws, subject to the prior review and/or approval of the Gaming Authorities.  It is hereby expressly acknowledged that OpBiz shall not be in breach or default of its obligations hereunder if and to the extent that insufficient funds are made available to it from the operation of the Property or other sources (other than any Affiliate of Borrower) to continue to operate the Casino Component in the manner contemplated hereunder.

(f)            Notwithstanding the foregoing, at any time after foreclosure, deed in lieu of foreclosure or other similar transfer of the Casino Component to Lender, its designee or nominee,  at the option of Lender exercised by written notice to OpBiz, Lender, its designee or nominee shall have the right to terminate the Casino Component Lease or any Management Agreement with OpBiz without penalty or termination fee (except that OpBiz shall be entitled to receive any unpaid amounts that relate to the period prior to such termination) and, in connection with the foregoing, OpBiz shall transfer its responsibility for the management of the Casino Component to a replacement operator selected by Lender.

(g)           Following an Event of Default and acceleration of the Loan, Lender may elect, upon written notice delivered to the applicable Person, to require Borrower, MezzCo, or both to relinquish one or more or all of the Gaming Licenses held by such
Person(s).  If either such Person fails or refuses to so relinquish such Gaming Licenses within five (5) Business Days after receipt of such written notice, then Lender is hereby appointed (which appointment is coupled with an interest) as Borrower’s and MezzCo’s attorney in fact with full authority to relinquish each such Gaming License on each such Person’s behalf.

(h)           OpBiz agrees to (a) execute such affidavits and certificates as Lender shall require to further evidence the agreements herein contained, (b) on request from Lender, furnish Lender with copies of such information as Borrower is entitled to receive under the Casino Component Lease and (c) cooperate with Lender’s representative in any inspection of all or any portion of the Casino Component.

Section 5.2.            Negative Covenants.  From the date hereof until payment and performance in full of all obligations of Borrower under the Loan Documents or the earlier release of the Lien of the Security Instrument in accordance with the terms of this Agreement and the other Loan Documents, Borrower covenants and agrees with Lender that it will not do, directly or indirectly, any of the following:

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5.2.1.       Operation of Property.

(a)           Borrower shall not, without Lender’s prior consent (which consent shall not be unreasonably withheld): (i) surrender, terminate or cancel any Management Agreement; provided, that Borrower may, without Lender’s consent, replace any Manager so long as (A) the replacement manager is a Qualified Manager pursuant to a Replacement Management Agreement, and (B) Borrower and such replacement Manager shall execute and deliver an Assignment of Management Agreement with respect to such Replacement Management Agreement that satisfies the requirements set forth herein; (ii) reduce or consent to the reduction of the term of any Management Agreement; (iii) increase or consent to the increase of the amount of any charges under any Management Agreement; or (iv) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, any Management Agreement in any material respect.

(b)           Following the occurrence and during the continuance of an Event of Default, Borrower shall not exercise any rights, make any decisions, grant any approvals or otherwise take any action under any Management Agreement without the prior consent of Lender, which consent may be withheld in Lender’s sole discretion.

(c)           Borrower may, without Lender’s consent, replace the existing operator of the TPA Component so long as (i) the replacement manager is a Qualified Manager pursuant to a Replacement Management Agreement or a Lease (such Lease being deemed to constitute a Material Operating Agreement for the purpose of this Agreement) approved by Lender in accordance with the terms hereof, (ii) if such replacement operator is engaged pursuant to a Replacement Management Agreement, Borrower and such replacement Manager shall execute and deliver an Assignment of Management Agreement with respect to such Replacement Management Agreement that satisfies the requirements set forth herein, and (iii) if such replacement operator is engaged pursuant to a Lease, Borrower and such replacement Manager shall execute and deliver a subordination, nondisturbance and attornment agreement in connection with such Lease, such agreement to be in Lender’s then usual and customary form and otherwise reasonably acceptable to Lender in all respects.

(d)           OpBiz agrees that upon the occurrence of an Event of Default under the Loan Documents, OpBiz shall, at the request of Lender, continue to perform all of OpBiz’s obligations under the terms of the Hotel Component Lease with respect to the Hotel Component.  Further, OpBiz agrees that upon and after foreclosure, deed in lieu of foreclosure or other similar transfer of the Hotel Component to Lender, its designee or nominee, OpBiz shall not exercise any right to terminate the Hotel Component Lease other than due to any default or breach by Lender, its designee or nominee first occurring thereafter pursuant to the terms of the Hotel Component Lease and, at the request of Lender, shall continue to operate and manage the Hotel Component and maintain all applicable liquor licenses and comply with all applicable laws with respect to the Property for a period not to exceed twelve (12) months after the effective date of such transfer, either in accordance with the terms of the Hotel Component Lease or pursuant to a Management Agreement in form and substance reasonably acceptable to Lender provided that (i) to the extent such continued operation is conducted pursuant to the Hotel Component Lease, OpBiz shall be obligated to pay a then market rate rent thereunder which is reasonable and customary for similar properties in similar locations as the Hotel Component, (ii) to the extent such continued operation is conducted pursuant to a Management Agreement, Lender, its designee or nominee shall pay to OpBiz a then market rate management fee which is reasonable

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and customary for similar properties in similar locations as the Hotel Component, and (iii) all other terms and arrangements shall be usual and customary for similar properties in similar locations as the Hotel Component.  It is hereby expressly acknowledged that OpBiz shall not be in breach or default of its obligations hereunder if and to the extent that insufficient funds are made available to it from the operation of the Property or other sources (other than any Affiliate of Borrower) to continue to operate the Hotel Component in the manner contemplated hereunder.

(e)           Notwithstanding the foregoing, at any time after foreclosure, deed in lieu of foreclosure or other similar transfer of the Hotel Component to Lender, its designee or nominee,  at the option of Lender exercised by written notice to OpBiz, Lender, its designee or nominee shall have the right to terminate the Hotel Component Lease or any Management Agreement with OpBiz without penalty or termination fee (except that OpBiz shall be entitled to receive any unpaid amounts that relate to the period prior to such termination) and, in connection with the foregoing, OpBiz shall transfer its responsibility for the management of the Hotel Component to a replacement operator selected by Lender.

(f)            Following an Event of Default and acceleration of the Loan, Lender may elect, upon written notice delivered to the applicable Person, to require Borrower, MezzCo, or both to relinquish one or more or all of the liquor licenses held by such Person(s).  If either such Person fails or refuses to so relinquish such liquor licenses within five (5) Business Days after receipt of such written notice, then Lender is hereby appointed (which appointment is coupled with an interest) as Borrower’s and MezzCo’s attorney in fact with full authority to relinquish each such liquor licenses on each such Person’s behalf.

(g)           OpBiz agrees to (a) execute such affidavits and certificates as Lender shall require to further evidence the agreements herein contained, (b) on request from Lender, furnish Lender with copies of such information as Borrower is entitled to receive under the Hotel Component Lease and (c) cooperate with Lender’s representative in any inspection of all or any portion of the Hotel Component.

5.2.2.       Liens.  Borrower shall not create, incur, assume or suffer to exist any Lien on any portion of the Property or permit any such action to be taken, except Permitted Encumbrances.

5.2.3.       Dissolution.  Borrower shall not (a) to the fullest extent permitted by applicable law, engage in any dissolution, liquidation or consolidation or merger with or into any other business entity, (b) engage in any business activity not related to the ownership and operation of the Property, (c) transfer, lease or sell, in one transaction or any combination of transactions, the assets or all or substantially all of the properties or assets of Borrower except to the extent permitted by the Loan Documents, or (d) unless required by applicable law, modify, amend, waive or terminate its organizational documents or its qualification and good standing in any jurisdiction.  No Borrower Party shall (i) dissolve, wind up or liquidate or take any action, or omit to take an action, as a result of which such Borrower Party would be dissolved, wound up or liquidated in whole or in part, or (ii) amend, modify, waive or terminate the certificate of incorporation or bylaws of such Borrower Party, in each case, without obtaining the prior consent of Lender.

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5.2.4.       Change in Business.  Borrower shall not enter into any line of business other than the ownership and operation of the Property, or make any material change in the scope or nature of its business objectives, purposes or operations, or undertake or participate in activities other than the continuance of its present business other than the operations contemplated by the Renovation Project Plan and any Timeshare Project Plan.

5.2.5.       Debt Cancellation.  Borrower shall not cancel or otherwise forgive or release any claim or debt (other than termination of Leases in accordance herewith) owed to Borrower by any Person, except for adequate consideration and in the ordinary course of Borrower’s business.

5.2.6.       Zoning.  Except with respect to the Renovation Project or the Timeshare Project, Borrower shall not initiate or consent to any zoning reclassification of any portion of the Property or seek any variance under any existing zoning ordinance or use or permit the use of any portion of the Property in any manner that could result in such use becoming a non-conforming use under any zoning ordinance or any other applicable land use law, rule or regulation, without the prior consent of Lender.

5.2.7.       No Joint Assessment.  Borrower shall not suffer, permit or initiate the joint assessment of the Property (a) with any other real property constituting a tax lot separate from the Property, and (b) which constitutes real property with any portion of the Property which may be deemed to constitute personal property, or any other procedure whereby the lien of any taxes which may be levied against such personal property shall be assessed or levied or charged to such real property portion of the Property.

5.2.8.       Principal Place of Business and Organization.  Borrower shall not change its principal place of business set forth in the introductory paragraph of this Agreement without first giving Lender thirty (30) days prior notice.  Borrower shall not change the place of its organization as set forth in Section 4.1.27 without the consent of Lender, which consent shall not be unreasonably withheld.  Upon Lender’s request, Borrower shall execute and deliver additional financing statements, security agreements and other instruments which may be necessary to effectively evidence or perfect Lender’s security interest in the Property as a result of such change of principal place of business or place of organization.  Borrower’s principal place of business and chief executive office, and the place where Borrower keeps its books and records, including recorded data of any kind or nature, regardless of the medium or recording, including software, writings, plans, specifications and schematics, has been for the preceding four months (or, if less, the entire period of the existence of Borrower) and will continue to be the address of Borrower set forth at the introductory paragraph of this Agreement (unless Borrower notifies Lender in writing at least thirty (30) days prior to the date of such change).

5.2.9.       Distributions to Affiliates.  Borrower shall not make any distributions to, or otherwise pay any dividends or make any payments to, any Restricted Party or Guarantor, either (a) during any month while any obligations under the Loan Documents remain outstanding unless and until the payments specified in clauses (i), (ii), (iii), (iv), (v), (vi), (vii) and (viii) of Section 2.6.4(a) with respect to such month (whether or not due or payable in the ordinary course of business during such month) have been made with sufficient funds on deposit in the Cash Management Account, or (b) during any Excess Cash Flow Sweep Period (except to the extent permitted under Section 2.6.4(a)(ix)). Notwithstanding the foregoing restrictions of this Section

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5.2.9, Borrower shall be entitled to distribute Timeshare Project Proceeds subject to, and in accordance with, the conditions and requirements set forth in Section 7.6.

5.2.10.     Transfers.

(a)           Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its stockholders, general partners, members, principals and (if Borrower is a trust) beneficial owners in owning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Property as a means of maintaining the value of the Property as security for repayment of the Debt and the performance of the obligations contained in the Loan Documents.  Borrower acknowledges that Lender has a valid interest in maintaining the value of the Property so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the obligations contained in the Loan Documents, Lender can recover the Debt by a sale of the Property.

(b)           Without the prior consent of Lender and except to the extent otherwise set forth in this Section 5.2.10 and Section 5.2.11, Borrower shall not, and shall not permit any Restricted Party to, (i) sell, convey, mortgage, grant, bargain, encumber, pledge, assign, grant options with respect to, or otherwise transfer or dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) the Property or any part thereof or any legal or beneficial interest therein or (ii) permit a Sale or Pledge of an interest in any Restricted Party (collectively, a “Transfer”), other than pursuant to Leases of space in the Improvements to tenants in accordance with the provisions of Section 5.1.20.  For the purposes of this Section 5.2.10, any removal from the Property of memorabilia or other personal property provided to Borrower for use or display at the Property pursuant to the terms of the PH License Agreement (other than any replacement of the same in accordance with the terms hereof) shall be deemed to constitute a Transfer of a part of the Property and shall require the prior written consent of Lender in its reasonable discretion in each instance.

(c)           A Transfer shall include, but not be limited to, (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents; (iii) if a Restricted Party is a corporation, any merger, consolidation or Sale or Pledge of such corporation’s stock or the creation or issuance of new stock; (iv) if a Restricted Party is a limited or general partnership or joint venture, any merger or consolidation or the change, removal, resignation or addition of a general partner or the Sale or Pledge of the partnership interest of any general partner or any profits or proceeds relating to such partnership interest, or the Sale or Pledge of limited partnership interests or any profits or proceeds relating to such limited partnership interest or the creation or issuance of new limited partnership interests; (v) if a Restricted Party is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest of a managing member (or if no managing member, any member) or any profits or proceeds relating to such membership interest, or the Sale or Pledge of non-managing membership interests or the creation or issuance of new non-managing membership interests; (vi) if a Restricted Party is a trust or

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nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; or (vii) the removal or the resignation of the managing agent (including, without limitation, an Affiliated Manager) other than in accordance with Section 5.1.23.

(d)           Notwithstanding the foregoing provisions of this Section 5.2.10, but subject to the satisfaction of all conditions set forth or referenced in this Section 5.2.10(d), Lender’s consent shall not be required in connection with any of the following Transfers (each a “Permitted Transfer”):

(i)            the Transfer, in one or a series of transactions, of not more than 49% in the aggregate of the indirect interests in either Borrower in the aggregate; provided that after giving effect to such Transfer and any other Transfers, no Change of Control shall occur;

(ii)           the Transfer, in one or a series of transactions, of any direct or indirect interests in any Restricted Party to any other Restricted Party, any Affiliate of a Restricted Party or to any direct or indirect member or partner of any Restricted Party provided that after giving effect to such Transfer and any other Transfers, no Change of Control shall occur;

(iii)          any Transfer by maintenance, devise or bequest or by operation of law upon the death of a natural person that was the holder of any direct or indirect interest in any Restricted Party to a member of the immediate family of such person or a trust established for the benefit of such immediate family member, provided that after giving effect to such Transfer and any other Transfers, no Change of Control shall occur;

(iv)          the granting of the MezzCo Warrants to the MezzCo Warrantholders pursuant to the MezzCo Warrant Documents, and any Transfer of up to 37.5% in the aggregate of the direct interests in MezzCo as a result of any exercise of the MezzCo Warrants, provided that after giving effect to such Transfer and any other Transfers, no Change of Control shall occur;

(v)           the granting of the EquityCo Warrants to the EquityCo Warrantholders pursuant to the EquityCo Warrant Documents, and any Transfer of up to 2.5% in the aggregate of the direct interests in EquityCo as a result of any exercise of the MezzCo Warrants, provided that after giving effect to such Transfer and any other Transfers, no Change of Control shall occur;

(vi)          the granting of the Executive Options to executive employees of OpBiz, and any Transfer of up to 10% in the aggregate of the direct interests in EquityCo as a result of any exercise of the Executive Options, provided that after giving effect to such Transfer and any other Transfers, no Change of Control shall occur;

(vii)         the Transfer, in one or a series of transactions, of any direct or indirect interests in any BH Guarantor provided that after giving effect to such Transfer and any other Transfers, no Change of Control shall occur; and

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(viii)        any arm’s-length sale of Personal Property by Borrower to a third party in the ordinary course of business and any disposition of Equipment and FF&E which is being replaced in the ordinary course of business or is otherwise no longer necessary or is immaterial.

Notwithstanding the foregoing, each of the Permitted Transfers set forth in this Section 5.2.10(d) shall be subject to, and Lender’s agreement to permit the same without specific consent, shall be conditioned upon the satisfaction of the following conditions:

(A)          if such Transfer (either individually or in the aggregate with any prior Transfers) would result in a Change in Control of any Restricted Party, Lender shall receive not less than ten (10) Business Days prior written notice from Borrower of such Transfer;

(B)           if such Transfer is of a direct interest in any Restricted Party (other than any Guarantor), Lender shall receive not less than ten (10) Business Days prior written notice from Borrower of such Transfer;

(C)           if such Transfer (either individually or in the aggregate with any prior Transfers) would result in any Sponsor no longer holding any direct or indirect interest in any Restricted Party, Lender shall receive not less than ten (10) Business Days prior written notice from Borrower of such Transfer;

(D)          if neither of the circumstances set forth in clauses (A), (B) or (C) shall apply with respect to such Transfer, Lender shall receive written notice of such Transfer from Borrower within ten (10) Business Days following the effective date of such Transfer; provided that, no such notice shall be required with respect to any Transfer of a direct or indirect interest in any Guarantor or Starwood NH unless the same shall result, either individually or in the aggregate with any prior Transfers, in a change in Control with respect to such Guarantor or Starwood NH;

(E)           if after giving effect to any Permitted Transfer, more than forty-nine percent (49%) in the aggregate of the direct or indirect interests in a Restricted Party are owned by a Person and its Affiliates that owned less than forty-nine percent (49%) of the direct or indirect interests in such Restricted Party as of the Closing Date, a Rating Agency Confirmation shall have been obtained and, no less than thirty (30) days prior to the effective date of any such Transfer, Borrower shall deliver to Lender an Additional Insolvency Opinion acceptable to Lender and the Rating Agencies;

(F)           no Permitted Transfer (either individually or in the aggregate with any prior Transfers) shall cause or otherwise result in the termination, revocation and/or suspension of any Gaming License or otherwise have any material and adverse effect on the ability of OpBiz to operate the Casino Component in accordance with all applicable Gaming Laws;

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(G)           no such Permitted Transfer of a direct interest in any Restricted Party or of an indirect interest in a Restricted Party that results in a Change of Control of such Restricted Party shall be to any Disqualified Transferee; and

(H)          no such Permitted Transfer shall result, directly or indirectly, either individually or in the aggregate, in any Disqualified Transferee being in Control of any Restricted Party or having a direct interest in a Restricted Party.

5.2.11.     Timeshare Project.

(a)           It is hereby acknowledged and agreed that, subject to the provisions set forth in this Section 5.2.11, each of Borrower, TSP Owner and any Affiliate of the foregoing (as applicable) shall have the right in its sole discretion to (i) sell the Timeshare Project Property to any Person that is not an Affiliate of Borrower (a “Timeshare Project Sale”) upon terms that do not contemplate any continuing involvement or obligations of Borrower or TSP Owner after the closing thereof (other than usual and customary indemnification obligations with respect to seller representations and prorations), (ii) enter into any Timeshare Project upon terms that are contemplated within the parameters described on Schedule X or such other terms that are more favorable to Borrower and TSP Owner with any Person that is not an Affiliate of Borrower (a “Schedule X Project”), or (iii) with the prior written consent of Lender (such consent not to be unreasonably withheld, conditioned or delayed), enter into any other Timeshare Project.

(b)           Notwithstanding anything to the contrary set forth herein, neither Borrower, TSP Owner nor any Affiliate of the foregoing (as applicable) shall commence, or cause or permit any other Person to commence, any aspect or component of any Timeshare Project or to execute, deliver, enter into or otherwise agree to be bound by any Timeshare Project Document, unless the following conditions are and remain satisfied (or waived by Lender in its sole discretion):

(i)            except with respect to a Timeshare Project Sale or a Schedule X Project, Lender shall have received a Timeshare Project Plan, together with a true, correct and complete copy of all Timeshare Project Documents as and when the same shall be available, together with any other information or documentation reasonably requested by Lender;

(ii)           the execution and delivery of each Timeshare Project Document and the consummation of the transactions contemplated thereby will not have a Material Adverse Effect or adversely effect the status of any SPE Entity as a Special Purpose Entity;

(iii)          (except with respect to a Timeshare project Sale or a Schedule X Project) all Timeshare Project Documents shall have been negotiated on an arms’-length basis and that the terms thereof are commercially reasonable;

(iv)          except with respect to a Timeshare Project Sale, the applicable Timeshare Project Documents shall provide that such Timeshare Project be constructed, operated, maintained and managed in accordance with standards of at least qualitatively equal to the Property in all material respects;

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(v)           except with respect to a Timeshare Project Sale, the Timeshare Project shall not include any hotel, casino, entertainment or other component that would directly or indirectly compete with any material portion of the Property, or otherwise reasonably be expected to result in any decrease in expected revenues arising therefrom in any material respect, unless such competing component is operated by and for the benefit of Borrower and the proceeds and all revenues arising therefrom are payable to Borrower for its own account and are subject to a security interest in favor of Lender pursuant to the Loan Documents;

(vi)          except with respect to a Timeshare Project Sale, with respect to any material Timeshare Project Document to which Borrower, TSP Owner or any Affiliate thereof is a party or beneficiary or is otherwise directly or indirectly bound, Lender shall have received a written acknowledgment in form and substance reasonably acceptable to Lender or other evidence reasonably satisfactory to Lender from each counterparty to each such Timeshare Project Document (other than Borrower, TSP Owner or any Affiliate) confirming that: (I) such counterparty is aware of the existence of the Loan and the security interests and other rights of Lender under the Loan Documents, (II) any foreclosure or other similar action by Lender under any of the Loan Documents will not result in a breach of the terms of the Timeshare Project Document(s) applicable to such counterparty or otherwise entitle such counterparty to terminate the same or exercise any other remedies thereunder, and (III) in the event that Lender shall foreclose on all or any portion of the Collateral, such party shall recognize Lender as successor in interest to Borrower thereunder and shall accept performance by Lender thereunder;

(vii)         no Event of Default shall have occurred and then be continuing;

(viii)        Lender shall have the benefit of a fully enforceable first priority security interest in any Timeshare Project Document to which Borrower or TSP Owner is a party any and all Timeshare Project Proceeds;

(ix)           except with respect to a Timeshare Project Sale or Schedule X Project, Lender shall have received such other approvals, opinions, documents and information in connection with the applicable Timeshare Project and Timeshare Project Documents as may be requested by the Rating Agencies if the Loan is part off Securitization, or if any portion of the Loan is not part of a Securitization, as reasonably requested by the holder of such portion applying the requirements of Lender; and

(x)            Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel) in connection with the foregoing and Borrower shall have paid all recording charges, filing fees, taxes or other expenses (including, without limitation, mortgage and intangibles taxes and documentary stamp taxes) payable in connection therewith; and

(c)           Except with respect to a Timeshare Project Sale, Lender’s prior approval shall be required in connection with the execution and delivery by Borrower, TSP Owner or any Affiliate thereof of any material Timeshare Project Document (or any renewal, waiver, amendment,

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modification or termination thereof) other than usual and customary contracts, agreements and arrangements entered into with third parties that, when taken as a whole with all other agreements relating to the Timeshare Project, are entered into on an arm’s-length basis in the ordinary course of business; provided however, that in all instances, Lender’s prior approval shall be required in connection with the following:

(i)            any Timeshare Project Document between Borrower, TSP Owner or any Affiliate thereof and one or more Affiliates of Borrower, TSP Owner or an Affiliate thereof;

(ii)           other than to the effect expressly contemplated by Schedule X, the terms and provisions of any Timeshare Project Document between any Person and any Affiliate of Borrower, other than an agreement on terms that are fair and commercially reasonable in all material respects and are no less favorable to such Person than would be obtained in a comparable arm’s-length transaction with an unrelated third party;

(iii)          any Timeshare Project Document that, by its terms or as a result of the consummation of any of the transactions contemplated thereby would reasonably estimation be expected to have a Material Adverse Effect;

(iv)          any Timeshare Project Document that imposes a material obligation or liability on Borrower or TSP Owner, including, without limitation, any Timeshare Project Document that (I) creates an easement that burdens the Property or any portion thereof, (II) provides any Person with access to, through, on, over, across, under or above the Property or any portion thereof, (III) creates a restrictive covenant with respect to the Property or a portion thereof or (IV) establishes any arrangement pursuant to which Borrower or TSP Owner is intended to provide material management or operational services (Lender hereby acknowledging that the specific terms set forth on Schedule X are acceptable to Lender); and

(v)           any Timeshare Project Document that by its terms or as a result of the consummation of any of the transactions contemplated thereby would reasonably be expected to have a material adverse effect on (i) the business, profits, operations or financial condition of either the Casino Component or the Hotel Component, (iv) the enforceability or validity of any security interest or the perfection or priority of any Lien created under any Loan Document with respect to any Timeshare Project Proceeds or other rights and interests of Borrower or any of its Affiliates relating to the Timeshare Project, or (v) the rights, interests and remedies of Lender under the Loan Documents with respect to any Timeshare Project Proceeds or other rights and interests of Lender relating to the Timeshare Project taken as a whole.

Any request for an approval by Lender required pursuant to the terms of this Section 5.2.11(c) shall be delivered to Lender in writing and shall include a copy of the proposed Timeshare Project Document or renewal, waiver, amendment, modification or termination and Lender shall so advise whether such approval is granted or denied within ten (10) Business Days after receipt of such written request.  Provided that the request is accompanied by a notice, which provides in upper case bold-faced type:  “THIS IS A REQUEST FOR AN APPROVAL WITH

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RESPECT TO A TIMESHARE PROJECT DOCUMENT.  IF LENDER FAILS TO RESPOND WITHIN 10 BUSINESS DAYS OF THE EFFECTIVENESS OF THIS NOTICE, THE REQUESTED ACTION WITH RESPECT TO THE TIMESHARE PROJECT DOCUMENT WILL BE DEEMED APPROVED”, if Lender shall not so advise of its determination within such ten (10) Business Day period (notice by facsimile on the same day being acceptable for this purpose), the proposed Timeshare Project Document or renewal, waiver, amendment, modification or termination thereof shall be deemed approved by Lender.  If Lender shall deny any such request for approval, Lender shall specify the reasons for its refusal to grant approval.  By its execution of this Agreement, Lender hereby acknowledges and agrees that it has approved all Timeshare Project Documents in effect as of the Closing Date in the form delivered to Lender on or prior to the Closing Date.

(d)           Borrower hereby represents and warrants to Lender that, on or prior to the date hereof, Borrower has caused to be delivered to Lender a true, correct and complete copy of all Timeshare Project Documents in effect on the date hereof.  As of the date hereof, no events or circumstances exist which, with or without the giving of notice, the passage of time or both, would be reasonably likely to constitute a default of any covenant or obligation on the part of any party under any Timeshare Project Documents which could reasonably be expected to have a Material Adverse Effect.

(e)           From the date hereof and until payment and performance in full of all obligations of Borrower under the Loan Documents or the earlier release of the Lien of the Security Instrument (and all related obligations) in accordance with the terms of this Agreement and the other Loan Documents, Borrower hereby covenants and agrees with Lender that:

(i)            In the event that Borrower, TSP Owner and/or any Affiliate of the foregoing (as applicable) shall determine to proceed with any Timeshare Project, Borrower shall consult with Lender and, from time to time at Lender’s request, shall keep Lender informed as to the progress and status of all negotiations with any other Persons as to the terms of the Timeshare Project and any other material matters relating thereto;

(ii)           Borrower shall and shall cause TSP Owner and any Affiliates of Borrower or TSP Owner to, in a commercially reasonable manner, observe and perform its obligations under the Timeshare Project Documents;

(iii)          Borrower shall and shall cause TSP Owner and any Affiliates of Borrower or TSP Owner to permit agents, representatives and employees of Lender to inspect the Timeshare Project Land or any part thereof at reasonable hours upon reasonable advance notice; provided that such inspections do not materially interfere with any Timeshare Project;

(iv)          Promptly after learning of same, Borrower shall and shall cause TSP Owner and any Affiliates of Borrower or TSP Owner to notify Lender of the occurrence of any and all the following: (I) any material default under a Timeshare Project Document, (II) any litigation or proceeding affecting a Timeshare Project that is not fully covered by insurance, or any proceeding in which injunctive or similar material relief is sought, (III) any material change in a Timeshare Project, (IV) any major event or

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occurrence affecting a Timeshare Project including, but not limited to any Casualty, Loss or actual or threatened Condemnation;

(v)           Borrower shall and shall cause TSP Owner and any Affiliates of Borrower or TSP Owner to cooperate fully with Lender with respect to any proceedings before any court, board or other Governmental Authority which may in any way materially and adversely affect the rights of Lender hereunder or any rights obtained by Lender under any of the Loan Documents and, in connection therewith, permit Lender, at its election, to participate in any such proceedings;

(vi)          If Borrower, TSP Owner or an Affiliate of Borrower or TSP Owner shall be in default under any Timeshare Project Document which if uncured could reasonably be expected to result in a Material Adverse Effect or otherwise contravene the provisions of this Section 5.2.11, then, subject to the terms of such Timeshare Project Document, Borrower or such Affiliate (as applicable) shall (subject to any applicable Legal Requirements) grant Lender the right (but not the obligation), to cause the default or defaults under such Timeshare Project Document to be remedied and otherwise exercise any and all rights of Borrower or such Affiliate (as applicable) under such Timeshare Project Document, as may be necessary to prevent or cure any default provided such actions are necessary to protect Lender’s interest under the Loan Documents, and Lender shall have the right to enter all or any portion of the Property at such times and in such manner as Lender deems necessary, to prevent or to cure any such default.  The actions or payments of Lender to cure any default by Borrower or its Affiliates under any Timeshare Project Document shall not remove or waive, as between Borrower and Lender, any default that occurred under this Agreement by virtue of such default by Borrower or its Affiliate under such Timeshare Project Document.  All sums expended by Lender to cure any such default shall be paid by Borrower to Lender, upon demand, with interest on such sum at the rate set forth in this Agreement from the date such sum is expended to and including the date the reimbursement payment is made to Lender.  All such indebtedness shall be deemed to be secured by the Security Instrument;

(vii)         Borrower shall and shall cause TSP Owner and any Affiliates of Borrower or TSP Owner to (subject to any applicable Legal Requirements) promptly execute, acknowledge and deliver to Lender such instruments as may reasonably be required to permit Lender to cure any default under any Timeshare Project Document or permit Lender to take such other action required to enable Lender to cure or remedy the matter in default and preserve any security interest of Lender under the Loan Documents.  Upon the occurrence and during the continuance of an Event of Default, Borrower irrevocably appoints Lender as its true and lawful attorney-in-fact to do, in its name or otherwise, any and all acts and to execute any and all documents that are necessary to preserve any rights of Borrower or its Affiliates under or with respect to any Timeshare Project Document, including, without limitation, the right to effectuate any extension or renewal of any Timeshare Project Document, or to preserve any rights of Borrower of its Affiliates whatsoever in respect of any part of any Timeshare Project Document (and the above powers granted to Lender are coupled with an interest and shall be irrevocable); and

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(viii)        With respect to any Timeshare Project Document, Borrower and shall cause TSP Owner and any Affiliates of Borrower or TSP Owner to, from time to time (but not more often than four (4) times in any twelve (12) month period unless an Event of Default then exists in which case such limit shall not apply), upon ten (10) Business Days’ prior written request from Lender, execute, acknowledge and deliver to Lender, a statement containing the following:  (A) a statement that such Timeshare Project Document is unmodified and in full force and effect or, if there have been modifications, that the Timeshare Project Document is in full force and effect as modified and setting forth such modifications, (B) a statement that it is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default, (C) a statement that, to its knowledge, each party thereto is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and (D) such other information with respect to the Timeshare Project Document as Lender shall reasonably request.

(f)            Subject to the terms of this Section 5.2.11(f), in connection with the consummation of a Timeshare Project permitted hereunder, Borrower shall have the right, without the prior consent of Lender and without violating the Loan Documents, to Transfer the Timeshare Project Property (excluding Timeshare Project Proceeds) to any Person (other than an Affiliate of Borrower) in accordance with the terms and provisions of one or more Timeshare Project Documents permitted hereunder and, in connection therewith, Borrower shall be entitled to obtain a release of the Timeshare Project Land from the Lien of the Loan Documents, provided that the following conditions shall be satisfied (or waived by Lender in its sole discretion) with respect thereto:

(i)            Borrower shall submit to Lender a written notice requesting the release of the Timeshare Project Property at least thirty (30) days prior to the anticipated closing date of such Transfer; provided, however, that Borrower shall have the right to revoke any such request or extend the anticipated closing date of such Transfer as stated therein, in each case upon giving at least five (5) Business Days’ prior written notice to Lender of such revocation or extension;

(ii)           Borrower shall provide to Lender a release of Lien with respect to the Timeshare Project Land for execution by Lender, in form and substance appropriate in the relevant jurisdiction, together with such other documentation, certificates and instruments reasonably required by Lender in connection therewith, in each case in form and substance acceptable to Lender in its reasonable discretion;

(iii)          Lender shall receive evidence reasonably satisfactory to Lender that all material documentation to be executed and delivered in connection with such Transfer of the Timeshare Project Land, including (without limitation) all such release and other documentation required to be executed and delivered by Lender (A) is in compliance with all Legal Requirements in all material respects, (B) will effect such release in accordance with the terms of this Agreement, and (C) will not impair or otherwise

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adversely affect the Liens, security interests and other rights of Lender under the Loan Documents not being released in any material respect;

(iv)          Lender shall receive a title policy endorsement or other evidence reasonably satisfactory to Lender that there are no new or additional subordinate Liens on the remaining Property other than Permitted Encumbrances, dating down the effective date of the Title Insurance Policy to the date on which the Timeshare Project Land is released and confirming that the remaining Property is a separate tax lot;

(v)           Borrower shall deliver to Lender any other information, approvals and documents relating to the release of the Timeshare Project Land that would be reasonably required by a prudent lender originating commercial loans for Securitization;

(vi)          Each applicable Governmental Authority exercising jurisdiction over the Timeshare Project Land shall, to the extent required by applicable Legal Requirements, have approved a lot-split ordinance or other applicable action under local law subdividing the Timeshare Project Land from the remainder of the Property and, following the conveyance of the Timeshare Project Land, the Timeshare Project Land shall be a separate tax identification number from that of the balance of the Property;

(vii)         Borrower shall deliver to Lender any necessary cross-easements or reciprocal easement agreements that may be necessary after the release to provide to the Property and the Timeshare Project Land all necessary utility and other services for the use, occupancy and operation of the Property and the Timeshare Project Land and adequate parking and adequate, free, unimpeded and unencumbered access for pedestrian and vehicular ingress and egress onto adjacent public roads, and as may be necessary to ensure that the release does not violate Borrower’s obligations under any agreement relating to the occupancy of any portion of the Property, including (without limitation) any and all amendments or other modifications to the REA and other Material Operating Agreements, all of the foregoing to be in form and substance reasonably acceptable to Lender;

(viii)        All requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements and environmental requirements) applicable to the Property necessary to accomplish the Transfer of the Timeshare Project Land shall have been fulfilled, and all necessary variances, if any, shall have been obtained, and evidence thereof has been delivered to Lender which in form and substance is appropriate for the jurisdiction in which the Property is located and shall be approved by Lender in its reasonable discretion;

(ix)           As a result of such Transfer of the Timeshare Project Land, the remaining Property with all easements appurtenant and other Permitted Encumbrances thereto will not be in violation of any applicable Legal Requirements (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements and

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environmental requirements) and all necessary variances, if any, shall have been obtained and evidence thereof has been delivered to Lender which in form and substance is appropriate for the jurisdiction in which the Property is located and shall be approved by Lender in its reasonable discretion;

(x)            Borrower shall deliver an Officer’s Certificate to the effect that the conditions set forth herein have been satisfied and that no Event of Default shall have occurred and then be continuing on the effective date of such release; and

(xi)           Borrower shall pay all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements, title insurance premiums and recording fees and charges) actually incurred by Lender in connection with the Transfer of the Timeshare Project Land.

(g)           With respect to any proposed Transfer of the Timeshare Project Property, on or prior to the scheduled closing of such Transfer, if all of the conditions set forth in Section 5.2.11(f) with respect to such Transfer have been satisfied, Lender, at the sole cost and expense of Borrower, shall execute and deliver to Borrower the releases, satisfactions, discharges and/or assignments, as applicable and as reasonably requested by Borrower, of the applicable Loan Documents relating to the Timeshare Project Property.  Upon the closing of the Transfer to Timeshare Project Developer or any other Person of the Timeshare Project Property as contemplated herein, all references in this Agreement and any of the other Loan Documents to the “Property” shall be deemed to exclude the Timeshare Project Property.

5.2.12.     Status of Borrower.  All covenants made by Borrower in this Agreement shall, (i) with respect to OpBiz be construed as a covenant made by OpBiz solely with respect to itself in its capacity as a Borrower hereunder and shall not be construed as a covenant made by OpBiz with respect to Fee Owner, and (ii) with respect to Fee Owner, be construed as a covenant made by Fee Owner solely with respect to itself in its capacity as a Borrower hereunder and shall not be construed as a covenant made by Fee Owner with respect to OpBiz; provided, however, that nothing contained in the foregoing provisions of this Section 5.2.12 shall be deemed or construed to effect the joint and several nature of the obligations and covenants of each Borrower hereunder and under any of the other Loan Agreements to which each Borrower is a party.

5.2.13.     ERISA.

(a)           Borrower shall not, and shall cause its ERISA Affiliates to not, directly or indirectly:

(i)            engage in any transaction in connection with which Borrower or any ERISA Affiliate could be subject to either a material civil penalty assessed pursuant to the provisions of Section 502 of ERISA or a material tax imposed under the provisions of Section 4975 of the Code;

(ii)           terminate any Pension Plan in a “distress termination: under Section 4041 of ERISA, or take any other action which could result in a material liability of Borrower or any ERISA Affiliate to the PBGC or (y) withdraw from a Multiemployer Plan where

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the amount of withdrawal liability incurred in connection therewith could reasonably be expected to be material;

(iii)          fail to make payment when due of all amounts which, under the provisions of any Plan or Multiemployer Plan, the Borrower or any ERISA Affiliate is required to pay as contributions thereto, or, with respect to any Pension Plan, permit to exist any “accumulated funding deficiency” (within the meaning of Section 302 of ERISA and Section 412 of the Code), whether or not waived, with respect thereto; or

(iv)          adopt an amendment to any Pension Plan requiring the provision of security under Section 307 of ERISA or Section 401(a)(29) of the Code.

(b)           Borrower shall not engage in any transaction which would cause any obligation, or action taken or to be taken, hereunder (or the exercise by Lender of any of its rights under the Notes, this Agreement or the other Loan Documents) to be a non exempt (under a statutory or administrative class exemption) prohibited transaction under ERISA.  Borrower further covenants and agrees to deliver to Lender such certifications or other evidence from time to time throughout the term of the Loan, as requested by Lender in its reasonable discretion, that (i) Borrower is not an “employee benefit plan” as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, or a “governmental plan” within the meaning of Section 3(32) of ERISA; (ii) to Borrower’s knowledge, Borrower is not in violation of any state statute regulating investments of, or fiduciary obligations with respect to, governmental plans; and (iii) one or more of the following circumstances is true:

(A)          Equity interests in Borrower are publicly offered securities, within the meaning of 29 C.F.R. §2510.3 101(b)(2);

(B)           Less than twenty five percent (25%) of each outstanding class of equity interests in Borrower is held by “benefit plan investors” within the meaning of 29 C.F.R. §2510.3 101(f)(2); or

(C)           Borrower qualifies as an “operating company” or a “real estate operating company” within the meaning of 29 C.F.R. §2510.3 101(c) or (e).

ARTICLE VI.
INSURANCE; CASUALTY; CONDEMNATION; RESTORATION

Section 6.1.            Insurance.

(a)           Borrower shall obtain and maintain, or cause to be maintained, insurance for Borrower and the Property providing at least the following coverages:

(i)            comprehensive all risk insurance on the Improvements and the Personal Property, including contingent liability from Operation of Building Laws, Demolition Costs and Increased Cost of Construction Endorsements, in each case (A) in an amount equal to one hundred percent (100%) of the “Full Replacement Cost,” which for purposes of this Agreement shall mean actual replacement value (exclusive of costs of excavations, foundations, underground utilities and footings) with a waiver of depreciation,

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(B) containing an agreed amount endorsement with respect to the Improvements and Personal Property waiving all co-insurance provisions; (C) providing for no deductible in excess of $250,000 for all such insurance coverage; and (D) containing an “Ordinance or Law Coverage” or “Enforcement” endorsement if any of the Improvements or the use of the Property shall at any time constitute legal non-conforming structures or uses.  In addition, Borrower shall obtain:  (x) if any portion of the Improvements is currently or at any time in the future located in a federally designated “special flood hazard area”, flood hazard insurance in an amount equal to the lesser of (1) the outstanding principal balance of the Note or (2) the maximum amount of such insurance available under the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973 or the National Flood Insurance Reform Act of 1994, as each may be amended or such greater amount as Lender shall require; (y) earthquake insurance in amounts and in form and substance satisfactory to Lender in the event the Property is located in an area with a high degree of seismic activity and (z) windstorm insurance in amounts and in form and substance satisfactory to Lender in the event that the same is excluded from the all risk insurance policy, provided that the insurance pursuant to clauses (x), (y) and (z) shall be on terms consistent with the comprehensive all risk insurance policy required under this Section 6.1(a)(i);

(ii)           commercial general liability insurance against claims for personal injury, bodily injury, death or property damage occurring upon, in or about the Property, such insurance (A) to be on the so-called “occurrence” form with a combined limit of not less than $2,000,000 in the aggregate and $1,000,000 per occurrence (and, if on a blanket policy, containing an “Aggregate Per Location” endorsement); (B) to continue at not less than the aforesaid limit until required to be changed by Lender in writing by reason of changed economic conditions making such protection inadequate; and (C) to cover at least the following hazards: (1) premises and operations; (2) products and completed operations on an “if any” basis; (3) independent contractors; (4) blanket contractual liability for all legal contracts; (5) contractual liability covering the indemnities contained in Section 9.3 of this Agreement to the extent the same is available and (b) owner’s and contractor’s protective liability;

(iii)          business income insurance (A) with loss payable to Lender; (B) covering all risks required to be covered by the insurance provided for in Section 6.1(a)(i); (C) containing an extended period of indemnity endorsement which provides that after the physical loss to the Improvements and Personal Property has been repaired, the continued loss of income will be insured until such income either returns to the same level it was at prior to the loss, or the expiration of six (6) months from the date that the Property is repaired or replaced and operations are resumed, whichever first occurs, and notwithstanding that the policy may expire prior to the end of such period; and (D) in an amount equal to one hundred percent (100%) of the projected gross income from the Property for a period of eighteen (18) months from the date of such Casualty (assuming such Casualty had not occurred) and notwithstanding that the policy may expire at the end of such period.  The amount of such business income insurance shall be determined prior to the date hereof and at least once each year thereafter based on Borrower’s reasonable estimate of debt service, continuing expenses, necessary payroll and a fifty percent (50%) contingency factor for the succeeding eighteen (18) month period.

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Notwithstanding anything to the contrary in Section 2.6, all proceeds payable to Lender pursuant to this Section 6.1(a)(iii) shall be held by Lender and shall be applied at Lender’s sole discretion to (I) the obligations secured by the Loan Documents from time to time due and payable hereunder and under this Agreement or (II) Operating Expenses approved by Lender in its sole discretion; provided, that nothing herein contained shall be deemed to relieve Borrower of its obligations to pay the obligations secured by the Loan Documents on the respective dates of payment provided for in the Note and the other Loan Documents except to the extent such amounts are actually paid out of the proceeds of such business income insurance;

(iv)          at all times during which structural construction, repairs or alterations are being made with respect to the Improvements, and only if the Property coverage form does not otherwise apply, (A) owner’s contingent or protective liability insurance covering claims not covered by or under the terms or provisions of the above mentioned commercial general liability insurance policy; and (B) the insurance provided for in Section 6.1(a)(i) written in a so-called builder’s risk completed value form (1) on a non-reporting basis, (2) against all risks insured against pursuant to Section 6.1(a)(i), (3) including permission to occupy the Property, and (4) with an agreed amount endorsement waiving co-insurance provisions;

(v)           worker’s compensation insurance with respect to any employees of Borrower, as required by any Governmental Authority or Legal Requirement, employment practices liability insurance in an amount not less than $30,000,000 with a deductible not to exceed $250,000 per claim;

(vi)          comprehensive boiler and machinery insurance, if applicable, in amounts as shall be reasonably required by Lender on terms consistent with the commercial property insurance policy required under Section 6.1(a)(i);

(vii)         umbrella liability insurance in an amount not less than $176,000,000 per occurrence on terms consistent with the commercial general liability insurance policy required under Section 6.1(a)(ii);

(viii)        motor vehicle liability coverage for all owned and non-owned vehicles, including rented and leased vehicles containing minimum limits per occurrence, including umbrella coverage, of $177,000,000;

(ix)           if the Property is or becomes a legal “non-conforming” use, ordinance or law coverage and insurance coverage to compensate for the cost of demolition and rebuilding of the undamaged portion of the Property along with any reduced value and the increased cost of construction in amounts as requested by Lender;

(x)            the commercial property, business income, general liability and umbrella, insurance required under Sections 6.1(a)(i), (ii), (iii) and (iv) above shall cover perils of terrorism and acts of terrorism and Borrower shall maintain commercial property, business income, general liability and umbrella insurance for loss resulting from perils

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and acts of terrorism on terms (including amounts) consistent with those required under Sections 6.1(a)(i), (ii), (iii) and (iv) above at all times during the term of the Loan; and

(xi)           crime coverage in an amount not less than $30,000,000 to protect against employee dishonesty and related incidents; and

(xii)          upon sixty (60) days’ notice, such other reasonable insurance and in such reasonable amounts as Lender from time to time may reasonably request against such other insurable hazards which at the time are commonly insured against for property similar to the Property located in or around the region in which the Property is located.

(b)           All insurance provided for in Section 6.1(a) shall be obtained under valid and enforceable policies (collectively, the “Policies” or in the singular, the “Policy”), and shall be subject to the approval of Lender as to insurance companies, amounts, deductibles, loss payees and insureds.  The Policies shall be issued by financially sound and responsible insurance companies authorized by applicable Governmental Authorities to do business and having a claims paying ability rating of “A” or better (and the equivalent thereof) by at least two (2) of the Rating Agencies rating the Securities (one of which shall be S&P if they are rating the Securities and one of which will be Moody’s if they are rating the Securities), or if only one Rating Agency is rating the Securities, then only by such Rating Agency; provided, however, that if the insurance required to be provided pursuant to this Section 6.1 shall be obtained from a syndicate of five (5) or more insurers, then the foregoing requirement shall not be violated if (A) the primary layer of such insurance is provided by insurers rated “A” or better (and the equivalent thereof), and (B) at least sixty percent (60%) of the total insured amounts are provided by insurers rated “A” or better by S&P, but in no event shall the rating or any insurer in such syndicate be less than “BBB” by S&P, and a rating of “A X” or better in the current AM Best’s Key Rating Guide.  Notwithstanding the foregoing, Borrower may secure the final $30,000,000 coverage layer, which represents less than 2.5% of the total insured value, through Insurance Company of the West an insurer admitted in the state of Nevada, so long as the same remains backed by the Nevada insurance guaranty association.  The Policies described in Section 6.1(a) (other than those strictly limited to liability protection) shall designate Lender as loss payee.  Not less than ten (10) days prior to the expiration dates of the Policies theretofore furnished to Lender, certificates of insurance evidencing the Policies accompanied by evidence satisfactory to Lender of payment of the premiums due thereunder (the “Insurance Premiums”), shall be delivered by Borrower to Lender.

(c)           Any blanket insurance Policy shall specifically allocate to the Property the amount of coverage from time to time required hereunder and shall otherwise provide the same protection as would a separate Policy insuring only the Property in compliance with the provisions of Section 6.1(a).

(d)           All Policies provided for or contemplated by Section 6.1(a), except for the Policy referenced in Section 6.1(a)(v), shall name Borrower as the insured and Lender as the additional insured, as its interests may appear, and in the case of property damage, boiler and machinery, flood and earthquake insurance, shall contain a standard non-contributing mortgagee clause in favor of Lender providing that the loss thereunder shall be payable to Lender.

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(e)           All Policies provided for in Section 6.1 shall contain clauses or endorsements to the effect that:

(i)            no act or negligence of Borrower, or anyone acting for Borrower, or of any tenant or other occupant, or failure to comply with the provisions of any Policy, which might otherwise result in a forfeiture of the insurance or any part thereof, shall in any way affect the validity or enforceability of the insurance insofar as Lender is concerned;

(ii)           the Policies shall not be materially changed (other than to increase the coverage provided thereby) or canceled without at least thirty (30) days’ notice to Lender and any other party named therein as an additional insured;

(iii)          the issuers thereof shall give notice to Lender if the Policies have not been renewed fifteen (15) days prior to its expiration; and

(iv)          Lender shall not be liable for any Insurance Premiums thereon or subject to any assessments thereunder.

(f)            If at any time Lender is not in receipt of written evidence that all Policies are in full force and effect, Lender shall have the right, without notice to Borrower, to take such action as Lender deems necessary to protect its interest in the Property, including, without limitation, the obtaining of such insurance coverage as Lender in its sole discretion deems appropriate.  All premiums incurred by Lender in connection with such action or in obtaining such insurance and keeping it in effect shall be paid by Borrower to Lender upon demand and, until paid, shall be secured by the Security Instrument and shall bear interest at the Default Rate.

Section 6.2.            Casualty.  If the Property shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice of such damage to Lender and shall promptly commence and diligently prosecute the completion of the Restoration of the Property as nearly as possible to the condition the Property was in immediately prior to such Casualty, with such alterations as may be reasonably approved by Lender and otherwise in accordance with Section 6.4.  Borrower shall pay all costs of such Restoration whether or not such costs are covered by insurance.  Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower.  In addition, Lender may participate in any settlement discussions with any insurance companies (and shall approve any final settlement) with respect to any Casualty in which the Net Proceeds or the costs of completing the Restoration are equal to or greater than $2,500,000 and Borrower shall deliver to Lender all instruments required by Lender to permit such participation.

Section 6.3.            Condemnation.  Borrower shall promptly give Lender notice of the actual or threatened commencement of any proceeding for the Condemnation of the Property and shall deliver to Lender copies of any and all papers served in connection with such proceedings.  Lender may participate in any such proceedings, and Borrower shall from time to time deliver to Lender all instruments requested by it to permit such participation.  Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. 

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Notwithstanding any taking by any public or quasi-public authority through Condemnation or otherwise (including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement and the Debt shall not be reduced until any Award shall have been actually received and applied by Lender, after the deduction of expenses of collection, to the reduction or discharge of the Debt.  Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note.  If the Property or any portion thereof is taken by a condemning authority, Borrower shall promptly commence and diligently prosecute the Restoration of the Property and otherwise comply with the provisions of Section 6.4.  If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.

Section 6.4.            Restoration.  The following provisions shall apply in connection with the Restoration:

(a)           If the Net Proceeds shall be less than $2,500,000 and the costs of completing the Restoration shall be less than $2,500,000, the Net Proceeds will be disbursed by Lender to Borrower upon receipt, provided that all of the conditions set forth in Section 6.4(b)(i) are met and Borrower delivers to Lender a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement.

(b)           If the Net Proceeds are equal to or greater than $2,500,000 or the cost of completing the Restoration is equal to or greater than $2,500,000, the Net Proceeds will be held by Lender and Lender shall make the Net Proceeds available for the Restoration in accordance with the provisions of this Section 6.4.  The term “Net Proceeds” for purposes of this Section 6.4 shall mean: (i) the net amount of all insurance proceeds received by Lender pursuant to Section 6.1 (a)(i), (iv), (vi), (ix) and (x) as a result of such damage or destruction, after deduction of its reasonable costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting same (“Insurance Proceeds”), or (ii) the net amount of the Award, after deduction of its reasonable costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting same (“Condemnation Proceeds”), whichever the case may be.

(i)            The Net Proceeds shall be made available to Borrower for Restoration provided that the following conditions are met:

(A)          no Event of Default shall have occurred and be continuing;

(B)           (1) in the event the Net Proceeds are Insurance Proceeds, less than twenty-five percent (25%) of the total floor area of the Improvements on the Property has been damaged, destroyed or rendered unusable as a result of such Casualty or (2) in the event the Net Proceeds are Condemnation Proceeds, less than ten percent (10%) of the land constituting the Property is taken, and such

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land is located along the perimeter or periphery of the Property, and no portion of the Improvements is located on such land;

(C)           Borrower shall commence the Restoration as soon as reasonably practicable (but in no event later than sixty (60) days after such Casualty or Condemnation, whichever the case may be, occurs) and shall diligently pursue the same to satisfactory completion;

(D)          Lender shall be satisfied that any operating deficits, including all scheduled payments of principal and interest under the Note, which will be incurred with respect to the Property as a result of the occurrence of any such Casualty or Condemnation, whichever the case may be, will be covered out of (1) the Net Proceeds, (2) the insurance coverage referred to in Section 6.1(a)(iii), if applicable, or (3) by other funds of Borrower;

(E)           Lender shall be satisfied that the Restoration will be completed on or before the earliest to occur of (1) six (6) months prior to the Maturity Date, (2) the earliest date required for such completion under the terms of any Material Operating Agreement (unless it is reasonably determined that such Operating Agreement can be replaced with another on equivalent or better terms), (3) such time as may be required under applicable Legal Requirements or (4) the expiration of the insurance coverage referred to in Section 6.1(a)(iii);

(F)           the Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal Requirements;

(G)           the Restoration shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements;

(H)          such Casualty or Condemnation, as applicable, does not result in the material loss of access to the Property or the related Improvements;

(I)            the Debt Service Coverage Ratio for the affected Property, after giving effect to the Restoration, is reasonably expected to be equal to or greater than 1.1 to 1.0;

(J)            the Loan to Value Ratio, after giving effect to the Restoration, is reasonably expected to be equal to or less than eighty percent (80%);

(K)          Borrower shall deliver, or cause to be delivered, to Lender a signed detailed budget approved in writing by Borrower’s architect or engineer stating the entire cost of completing the Restoration, which budget shall be reasonably acceptable to Lender; and

(L)           the Net Proceeds together with any cash or cash equivalent deposited by Borrower with Lender are sufficient in Lender’s reasonable discretion to cover the cost of the Restoration.

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(ii)           The Net Proceeds shall be held by Lender in an interest-bearing account and, until disbursed in accordance with the provisions of this Section 6.4(b), shall constitute additional security for the Debt and other obligations under the Loan Documents.  The Net Proceeds shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the Restoration, upon receipt of evidence reasonably satisfactory to Lender that (A) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (B) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the Property which have not either been fully bonded and discharged of record or in the alternative fully insured by the title company issuing the Title Insurance Policy.

(iii)          All plans and specifications required in connection with the Restoration shall be subject to prior review and acceptance in all respects by Lender in its reasonable discretion and by an independent consulting engineer selected by Lender (the “Casualty Consultant”).  Lender shall have the use of the plans and specifications and all permits, licenses and approvals required or obtained in connection with the Restoration.  The identity of the contractors, subcontractors and materialmen engaged in the Restoration, as well as the contracts under which they have been engaged, shall be subject to prior review and acceptance by Lender in  its reasonable discretion and the Casualty Consultant.  All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the Restoration including, without limitation, reasonable counsel fees and disbursements and the Casualty Consultant’s fees, shall be paid by Borrower.

(iv)          In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration, as certified by the Casualty Consultant, minus the Casualty Retainage.  The term “Casualty Retainage” shall mean an amount equal to ten percent (10%) of the costs actually incurred for work in place as part of the Restoration, as certified by the Casualty Consultant, until 50% of the applicable trade with respect to the Restoration has been completed and 5% thereafter.  The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 6.4(b), be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration.  The Casualty Retainage shall not be released until the Casualty Consultant certifies to Lender that the Restoration has been completed or 50% completed, as applicable, in accordance with the provisions of this Section 6.4(b) and, with respect to the last 5% retainage, that all approvals necessary for the re-occupancy and use of the Property have been obtained from all appropriate governmental and quasi-governmental authorities, and Lender receives evidence satisfactory to Lender that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided, that Lender will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which the Casualty Consultant certifies to Lender that the contractor, subcontractor or materialman has satisfactorily completed all work and has supplied all materials in accordance with

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the provisions of the contractor’s, subcontractor’s or materialman’s contract, the contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Lender or by the title company issuing the Title Insurance Policy, and Lender receives an endorsement to the Title Insurance Policy insuring the continued priority of the lien of the Security Instrument and evidence of payment of any premium payable for such endorsement.  If required by Lender, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman.

(v)           Lender shall not be obligated to make disbursements of the Net Proceeds more frequently than once every calendar month.

(vi)          If at any time the Net Proceeds or the undisbursed balance thereof shall not, in the reasonable opinion of Lender in consultation with Borrower and the Casualty Consultant, be sufficient to pay in full the balance of the costs which are estimated by the Casualty Consultant to be incurred in connection with the completion of the Restoration, Borrower shall deposit the deficiency (the “Net Proceeds Deficiency”) with Lender before any further disbursement of the Net Proceeds shall be made.  The Net Proceeds Deficiency deposited with Lender shall be held by Lender and shall be disbursed for costs actually incurred in connection with the Restoration on the same conditions applicable to the disbursement of the Net Proceeds, and until so disbursed pursuant to this Section 6.4(b) shall constitute additional security for the Debt and other obligations under the Loan Documents.

(vii)         The excess, if any, of the Net Proceeds and the remaining balance, if any, of the Net Proceeds Deficiency deposited with Lender after the Casualty Consultant certifies to Lender that the Restoration has been completed in accordance with the provisions of this Section 6.4(b), and the receipt by Lender of evidence satisfactory to Lender that all costs incurred in connection with the Restoration have been paid in full, shall be remitted by Lender to Borrower, provided no Event of Default shall have occurred and shall be continuing.

(c)           All Net Proceeds not required (i) to be made available for the Restoration or (ii) to be returned to Borrower as excess Net Proceeds pursuant to Section 6.4(b)(vii) may be retained and applied by Lender in accordance with Section 2.4.2 toward the payment of the Debt whether or not then due and payable in such order, priority and proportions as Lender in its sole discretion shall deem proper, or, at the discretion of Lender, the same may be paid, either in whole or in part, to Borrower for such purposes as Lender shall approve, in its discretion.

(d)           In the event of foreclosure of the Security Instrument, or other transfer of title to the Property in extinguishment in whole or in part of the Debt all right, title and interest of Borrower in and to the Policies that are not blanket Policies then in force concerning the Property and all proceeds payable thereunder shall thereupon vest in the purchaser at such foreclosure or Lender or other transferee in the event of such other transfer of title.

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ARTICLE VII.
RESERVE FUNDS

Section 7.1.            Required Repair and Remediation Account.

7.1.1.       Deposits. Borrower shall perform the repair and remediation work at the Property as more particularly set forth on Schedule IX hereto (such work, collectively, the “Required Repairs and Remediation”).  Borrower shall complete the Required Repairs and Remediation on or before the required deadline for each item as set forth on Schedule IX.  It shall be an Event of Default under this Agreement if (a) Borrower does not complete the Required Repairs and Remediation by the required deadline for each item as set forth on Schedule IX, or (b) Borrower does not satisfy each condition contained in Section 7.1.2.  Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair and Remediation Funds from the Required Repair and Remediation Account and Lender may apply such funds either to completion of the Required Repairs and Remediation or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion.  Lender’s right to withdraw and apply Required Repair and Remediation Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents.  On the Closing Date, Borrower shall deposit with Lender the amount set forth on such Schedule IX hereto to perform the Required Repairs and Remediation multiplied by one hundred and five percent (105%).  Amounts so deposited with Lender shall be held by Lender in accordance with Section 7.5.  Amounts so deposited shall hereinafter be referred to as the “Required Repair and Remediation Fund” and the account in which such amounts are held shall hereinafter be referred to as the “Required Repair and Remediation Account”.

7.1.2.       Release of Required Repair and Remediation Funds.  Lender shall disburse to Borrower the Required Repair and Remediation Funds from the Required Repair and Remediation Account from time to time, but not more frequently than once in any thirty (30) day period, upon satisfaction by Borrower of each of the following conditions:  (a) Borrower shall submit a written request for payment to Lender at least thirty (30) days prior to the date on which Borrower requests such payment be made and specifies the Required Repairs and Remediation to be paid, (b) on the date such request is received by Lender and on the date such payment is to be made, no Default or Event of Default shall exist and remain uncured, (c) Lender shall have received an Officer’s Certificate (i) stating that all Required Repairs and Remediation to be funded by the requested disbursement have been completed in good and workmanlike manner and in accordance with all applicable federal, state and local laws, rules and regulations, such Officer’s Certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required to commence and/or complete the Required Repairs and Remediation, (ii) identifying each Person that supplied materials or labor in connection with the Required Repairs and Remediation to be funded by the requested disbursement, and (iii) stating that each such Person has been paid in full or will be paid in full upon such disbursement, such Officer’s Certificate to be accompanied by lien waivers or other evidence of payment satisfactory to Lender, (d) at Lender’s option, a title search indicating that the Property is free from all liens, claims and other encumbrances not previously approved by Lender, and (e) Lender shall have received such other evidence as Lender shall reasonably request that the Required Repairs and Remediation to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to Borrower.  So long as no

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Event of Default shall then exist, upon final completion of all Required Repairs and Remediation in accordance with the terms hereof, Lender shall direct Cash Management Bank to release all remaining funds on deposit in the Required Repair and Remediation Account to Borrower for its own account.

Section 7.2.            Tax and Insurance Escrow Account.  On the Closing Date, a portion of the proceeds of the Base Loan in the amount of $2,368,500 Dollars shall be deposited with Lender and on each Payment Date thereafter beginning on the first (1st) Payment Date (a) one twelfth of the Taxes that Lender estimates will be payable during the next ensuing twelve (12) months in order to accumulate with Lender sufficient funds to pay all such Taxes at least thirty (30) days prior to their respective due dates, and (b) one twelfth of the Insurance Premiums that Lender estimates will be payable for the renewal of the coverage afforded by the Policies upon the expiration thereof in order to accumulate with Lender sufficient funds to pay all such Insurance Premiums at least thirty (30) days prior to the expiration of the Policies.  All such amounts so deposited shall hereinafter be referred to as the “Tax and Insurance Escrow Fund” and the account to which such amounts are held shall hereinafter be referred to as the “Tax and Insurance Escrow Account.”  The Tax and Insurance Escrow Fund and the payment of the monthly Debt Service, shall be added together and shall be paid as an aggregate sum by Borrower to Lender.  Lender will apply the Tax and Insurance Escrow Fund to payments of Taxes and Insurance Premiums required to be made by Borrower pursuant to Section 5.1.2 and under the Security Instrument.  In making any payment relating to the Tax and Insurance Escrow Fund, Lender may do so according to any bill, statement or estimate procured from the appropriate public office (with respect to Taxes) or insurer or agent (with respect to Insurance Premiums), without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim thereof.  If the amount of the Tax and Insurance Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Section 5.1.2, Lender shall, in its sole discretion, return any excess to Borrower or credit such excess against future payments to be made to the Tax and Insurance Escrow Fund.  Any amount remaining in the Tax and Insurance Escrow Fund after the Debt has been paid in full shall be returned to Borrower.  In allocating such excess, Lender may deal with the Person shown on the records of Lender to be the owner of the Property.  If at any time Lender reasonably determines that the Tax and Insurance Escrow Fund is not or will not be sufficient to pay Taxes and Insurance Premiums by the dates set forth in (a) and (b) above, Lender shall notify Borrower of such determination and Borrower shall increase its monthly payments to Lender by the amount that Lender reasonably estimates is sufficient to make up the deficiency at least thirty (30) days prior to the due date of the Taxes and/or thirty (30) days prior to expiration of the Policies, as the case may be.

Section 7.3.            FF&E Reserve Account.

7.3.1.       FF&E Reserve Fund.  Borrower shall pay to Lender on each Payment Date an amount equal three percent (3%) of the amount of Gross Income from Operations for the Property from the second previous calendar month.  Amounts so deposited shall hereinafter be referred to as the “FF&E Reserve Fund” and the account in which such amounts are held shall hereinafter be referred to as the “FF&E Reserve Account”.

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7.3.2.       Disbursements from FF&E Reserve Account. All disbursements from the FF&E Reserve Account shall be made solely for the purpose of reimbursing Borrower for its costs and expenses incurred, or for paying costs to be incurred, in connection with the repair, replacement and/or upgrade of FF&E at the Property.  Lender shall, within ten (10) days following request by Borrower, make disbursements from the FF&E Reserve Fund, no more frequently than once in any thirty (30) day period of no less than $10,000 per disbursement (or a lesser amount if the total amount in the FF&E Reserve Account is less than $10,000, in which case only one disbursement of the amount remaining in the account shall be made) upon delivery by Borrower of Lender’s standard form of draw request accompanied by copies of invoices for the amounts requested and, if required by Lender for requests in excess of $50,000 for a single item, receipts and releases from all parties furnishing materials and/or services in connection with the requested payment.  Notwithstanding the foregoing, Borrower shall apply an amount  equal to 75% of each monthly deposit into the FF&E Reserve Account to renovate 1,000 rooms (the “Additional Rooms”) in addition to the 608 rooms to be renovated as part of the Renovation Project, provided that:

(a)           such Additional Rooms shall be renovated to a standard substantially equivalent to that of the room renovations contemplated by the Renovation Project;

(b)           Borrower shall not be required to undertake the renovation of more than sixty Additional Rooms for each calendar month during the term of the Loan; and

(c)           in the event that, in any month,  Borrower applies funds (“Other Funds”) other than funds from that month’s FF&E Reserve Fund deposit to pay the cost of renovating Additional Rooms, the amount of such month’s FF&E Reserve Fund deposit required to be applied to the renovation of Additional Rooms shall be reduced by the amount of Other Funds so applied.

7.3.3.       Balance in the FF&E Reserve Account.  The insufficiency of any balance in the FF&E Reserve Account shall not relieve Borrower from its obligation to fulfill all preservation and maintenance covenants in the Loan Documents.

Section 7.4.            Interest Reserve Account.

7.4.1.       Deposits of Interest Reserve Funds. On the Closing Date, a portion of the proceeds of the Base Loan in the amount of $11,000,000 shall be deposited with Lender for the purpose of establishing a reserve fund to pay Debt Service.  Amounts so deposited shall hereinafter be referred to as the “Interest Reserve Fund” and the account in which sums are held shall hereinafter be referred to as the “Interest Reserve Account”. Interest Reserve Funds shall be disbursed and applied by Lender from time to time in accordance with Section 7.4.3.  Borrower shall be entitled to deliver to Lender a Letter of Credit in lieu of cash for all or any portion of the Interest Reserve Fund.

7.4.2.       Minimum Interest Reserve Balance Requirement. Subject to the provisions of this Section 7.4.2, during the period commencing on the date hereof and ending on the Interest Release Trigger Date, Borrower shall be obligated to cause the amount of the Interest Reserve Fund maintained in the Interest Reserve Account to be at least $11,000,000 (the “Interest

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Reserve Requirement”).  Notwithstanding the foregoing, in the event that, as a result of the application of any portion of the Interest Reserve Funds pursuant to Section 7.4.3, the amount of Interest Reserve Funds then on deposit at any time in the Interest Reserve Account shall be less than the Interest Reserve Requirement, it shall not be a default hereunder if, within fifteen (15) days thereof, Borrower shall cause additional funds to be deposited into the Interest Reserve Account (either from the proceeds of any Future Funding, a transfer of funds from the General Reserve Account pursuant to Section 7.9 or any other sources) in order to cause the balance of the Interest Reserve Fund to at least equal the Interest Reserve Requirement.  In the event that Borrower shall fail, within such fifteen (15) day period to cause additional funds to be deposited into the Interest Reserve Account in order to cause the balance of the Interest Reserve Fund to at least equal the Interest Reserve Requirement, Lender shall have the right (but not the obligation), in its sole and absolute discretion, to transfer funds from the General Reserve Account in order to satisfy such requirement.  The unavailability of any Future Funding or the insufficiency of funds on deposit in the General Reserve Account shall not relieve Borrower from the obligation to replenish the Interest Reserve Account pursuant to this Section 7.4.2.

7.4.3.       Application of Interest Reserve Funds.  So long as no Event of Default other than an Event of Default under Section 8.1(a)(i) shall have occurred and be continuing, and subject to Borrower’s obligations under Section 2.6.4(b) and Section 5.2.9, to the extent that the Cash Management Account and any Excess Cash Reserve Account do not contain sufficient funds to pay the monthly Debt Service payment in full on any Payment Date pursuant to Section 2.6.4(a)(ii) and the amount of Cash Expenses and other amounts to be paid for such month pursuant to Section 2.6.4(a)(iv), Lender will, upon receipt of written request from Borrower, disburse to Lender from the Interest Reserve Fund on such Payment Date the amount necessary to pay in full any monthly Debt Service payment due and payable on such Payment Date and the same shall be applied pursuant to the terms of this Agreement; provided, however, that (i) Borrower shall only be permitted to direct Lender to disburse such funds from the Interest Reserve Account to the extent that there are insufficient funds to pay the same, in the Excess Cash Reserve Account, (ii) upon any application of amounts in the Interest Reserve Account to the payment of monthly Debt Service, any remaining funds deposited into the Cash Management Account thereafter until the next Payment Date shall be made available to pay Cash Expenses and other amounts pursuant to Section 2.6.4(a)(iv).  Borrower agrees and acknowledges that, subject to the provisions of Section 2.6.5, neither the sufficiency or the insufficiency, nor the availability or unavailability, of the Interest Reserve Funds shall constitute a limitation on the obligation of Borrower to pay the monthly Debt Service under this Agreement.  Following the application of Lender of any portion of the Interest Reserve Funds to pay any monthly Debt Service payment, to the extent there were sufficient funds to make such payment in full, Borrower shall not be deemed to be in Default as a result of any such non-payment of Debt Service.  It is acknowledged and agreed that Borrower may have an obligation to replenish or make further deposits to the Interest Reserve Fund in connection with the exercise of any Extension Option as provided in Section 2.7.

7.4.4.       Release of Interest Reserve Funds. Notwithstanding Borrower’s obligation to deposit the Interest Reserve Fund with Lender pursuant to Section 7.4.1, any amounts in the Interest Reserve Account (and any Letter of Credit held by Lender in lieu thereof) shall be transferred to the General Reserve Account and held and applied in accordance with the terms of Section 7.9 on the date (the “Interest Release Trigger Date”) at such time that the Property has

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achieved a Debt Service Coverage Ratio (assuming for this determination that the full Loan Amount has been advanced hereunder, as the same may be reduced by any actual permitted prepayment or reduction of any unadvanced portion of the Future Funding pursuant to Section 2.1.5(c) or (d)) of at least 1.2:1.0 for two consecutive calendar quarters.

Section 7.5.            Renovation Project Reserve Account.

7.5.1.       Deposit of Renovation Project Reserve Funds.  On the Closing Date, a portion of the proceeds of the Base Loan in the amount of $117,045,200 (plus an additional $36,000 with respect to certain expected fees of Construction Consultant) with shall be deposited with Lender into an Eligible Account (which may be a sub-account of the Cash Management Account) established and maintained by and for the benefit of Lender in accordance with Section 2.6 (the “Renovation Project Reserve Account”) for the purpose of establishing a reserve fund to pay Project Costs with respect to the Renovation Project. Further, it is acknowledged that, subject to the requirements set forth in Section 2.1.5, unadvanced portions of the Future Funding Amount may be deposited into the Renovation Project Reserve Account from time to time after the date hereof.

7.5.2.       Release of Renovation Project Reserve Fund.  Amounts on deposit from time to time in the Renovation Project Reserve Account (such amounts, collectively, “Renovation Project Reserve Funds”) shall be invested in Permitted Investments, shall constitute a Reserve Fund for all purposes under this Agreement and shall be subject to the provisions of this Agreement regarding Reserve Funds. Borrower shall not be permitted to deliver a Letter of Credit in lieu of the Renovation Project Reserve Funds. Any Renovation Project Reserve Funds shall be disbursed by Lender to Borrower to pay Project Costs of the Renovation Project and shall be funded as Project Advances only upon compliance by Borrower with the provisions for disbursement of Project Advances under this Agreement. So long as no Event of Default shall then exist, upon Final Completion of the Renovation Project, Lender shall direct Cash Management Bank to transfer all Renovation Project Reserve Funds remaining on deposit in the Renovation Project Reserve Account to the General Reserve Account, whereupon such funds  shall be held and/or disbursed in accordance with the terms of Section 7.9.

Section 7.6.            Timeshare Project Proceeds Account.

7.6.1.       Deposit of Timeshare Project Proceeds.  Notwithstanding anything contained herein or in any other Loan Document to the contrary, during any Timeshare Project Proceeds Sweep Period, all Timeshare Project Proceeds received by, paid or payable to or for the account of Borrower or any of its Affiliates shall be deposited with Lender and held in an Eligible Account (which may be a sub-account of the Cash Management Account) established and maintained by and for the benefit of Lender in accordance with the terms hereof (the “Timeshare Project Proceeds Account”).  Timeshare Project Proceeds deposited into the Timeshare Project Proceeds Account shall be disbursed and applied by Lender from time to time in accordance with this Section 7.6. For the purposes hereof, a “Timeshare Proceeds Sweep Period” shall be deemed to exist if and for so long as any of the following shall apply:

(i)            an Event of Default shall have occurred and be continuing;

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(ii)           any DSCR Sweep Period shall exist; or

(iii)          the Loan to Value Ratio on the date of determination, as reasonably determined by Lender, shall be equal to or greater than the following: (A) 80%, with respect to the First Loan Year, (B) 75%, with respect to the Second Loan Year, (C) 67.5%, with respect to the Third Loan Year (if any), (D) 65%, with respect to the Fourth Loan Year (if any), and (E) 62.5%, with respect to the Fifth Loan Year (if any).

7.6.2.       Release of Timeshare Project Proceeds. During any Timeshare Proceeds Sweep Period, (i) Borrower shall cause Timeshare Project Developer to deliver all Timeshare Project Proceeds received by, paid or payable to or for the account of Borrower or any of its Affiliates directly to the Timeshare Project Proceeds Account, (ii) Borrower shall deposit, and shall cause its Affiliates to deposit, any Timeshare Project Proceeds received by, paid or payable to or paid for the benefit of Borrower into the Timeshare Project Proceeds Account within one (1) Business Day after receipt, and (iii) Borrower shall diligently and continuously use all commercially reasonable efforts to cause any other Person to deposit all Timeshare Project Proceeds received by, paid or payable to or paid for the benefit of Borrower into the Timeshare Proceeds Account within one (1) Business Days after receipt.  At such time as no Timeshare Proceeds Sweep Period shall exist, any Timeshare Project Proceeds held in the Timeshare Project Proceeds Account shall be released to Borrower for its own account and may be distributed to Borrower’s owners.

Section 7.7.            Excess Cash Reserve Account.

7.7.1.       Deposit of Excess Cash Reserve Funds.  During the continuance of an Event of Default, any Excess Cash Flow Sweep Period or any Extension Term Sweep Period, any Excess Cash Flow shall be deposited with Lender and held in an Eligible Account.   Amounts so deposited shall hereinafter be referred to as the “Excess Cash Reserve Fund” and the account in which such sums are held shall hereinafter be referred to as the “Excess Cash Reserve Account”. The Excess Cash Reserve Funds shall be disbursed and applied by Lender from time to time in accordance with Section 7.7.2.

7.7.2.       Release of Excess Cash Reserve Funds.  Provided that no Event of Default is continuing, Lender shall retain any Excess Cash Reserve Funds as additional security for the Loan or, at Borrower’s election, shall apply all or any portion of such Excess Cash Reserve Funds to (i) make a deposit into the Interest Reserve Account in order to satisfy the Interest Reserve Requirement pursuant to Section 7.4.2, (ii) prepay the Loan, together with any Spread Maintenance payable hereunder in connection with such prepayment; provided that, if such prepayment occurs on a date other than a Payment Date, Borrower shall pay Lender all interest which would have accrued on the amount of the Loan through and including the Payment Date next occurring following the date of such prepayment, or (iii) so long as no Event of Default shall exist, if no Interest Reserve Fund is required to be maintained hereunder, make a deposit into the General Reserve Account.  At such time as no Event of Default and no Extension Term Sweep Period or Excess Cash Flow Sweep Period (as applicable) exists, all Excess Cash Reserve Funds shall be released to Borrower and, so long as no Event of Default shall then exist, may be distributed by Borrower to its members.

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Section 7.8.            Future Project Reserve Account.

7.8.1.       Deposit of Future Project Reserve Funds.  From time to time pursuant to the provisions of Section 2.1.5 or Section 7.9, a portion of the Future Funding may be deposited with Lender into an Eligible Account (which may be a sub-account of the Cash Management Account) established and maintained by and for the benefit of Lender in accordance with Section 2.6 (the “Future Project Reserve Account”) for the purpose of establishing a reserve fund to pay Project Costs with respect to any Future Project. Further, it is acknowledged that, subject to the requirements set forth in Section 2.1.5, unadvanced portions of the Future Funding Amount may be deposited into the Future Project Reserve Account from time to time after the date hereof.

7.8.2.       Release of Future Project Reserve Fund.  Amounts on deposit from time to time in the Future Project Reserve Account (such amounts, collectively, “Future Project Reserve Funds”) shall be invested in Permitted Investments, shall constitute a Reserve Fund for all purposes under this Agreement and shall be subject to the provisions of this Agreement regarding Reserve Funds. Borrower shall not be permitted to deliver a Letter of Credit in lieu of the Future Project Reserve Funds. Any Future Project Reserve Funds shall be disbursed by Lender to Borrower to pay Project Costs of the relevant Future Project and shall be funded as Project Advances only upon compliance by Borrower with the provisions for disbursement of Project Advances under this Agreement. So long as no Event of Default shall then exist, upon Final Completion of any Future Project, Lender shall direct Cash Management Bank to transfer all Future Project Reserve Funds previously advanced into the Future Project Reserve Account with respect to such Future Project to the General Reserve Account, whereupon such funds shall be held and/or disbursed in accordance with the terms of Section 7.9.

Section 7.9.            General Reserve Account.

7.9.1.       Deposit of General Reserve Funds. From time to time pursuant to the provisions of this Agreement portions of the Future Funding and other amounts from time to time may be deposited with Lender into an Eligible Account (which may be a sub-account of the Cash Management Account) established and maintained by and for the benefit of Lender in accordance with Section 2.6 (the “General Reserve Account”) for the purpose of establishing a general reserve fund for the purposes described in this Section 7.9.  Amounts on deposit from time to time in the General Reserve Account (such amounts, collectively, “General Reserve Funds”) shall be invested in Permitted Investments, shall constitute a Reserve Fund for all purposes under this Agreement and shall be subject to the provisions of this Agreement regarding Reserve Funds. Borrower shall not be permitted to deliver a Letter of Credit in lieu of the General Reserve Funds.

7.9.2.       Application of General Reserve Funds.  Subject to the provisions of this Section 7.9.2, so long as no Event of Default shall then exist, Borrower shall have the right from time to time to request a disbursement of funds from the General Reserve Account for any of the following purposes:

(a)           for deposit into the Renovation Project Reserve Account in order to pay Project Costs with respect to the Renovation Project, such transferred funds to be held, disbursed and applied in accordance with the provisions of Section 7.5;

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(b)           for deposit into the Future Project Reserve Account in order to pay Project Costs with respect to any Future Project, such transferred funds to be held, disbursed and applied in accordance with the provisions of Section 7.8;

(c)           for deposit into the Interest Reserve Account in order to satisfy the minimum reserve balance requirements set forth in Section 7.4, such transferred funds to be held, disbursed and applied in accordance with the provisions of Section 7.4;

(d)           for deposit into the FF&E Reserve Account in order to reimburse Borrower for its costs incurred, or to pay costs to be incurred, in connection with the repair, replacement and/or upgrade of FF&E, such transferred funds to be held, disbursed and applied in accordance with the provisions of Section 7.3;

(e)           for deposit into the Borrower Disbursement Account in order to pay Approved Capital Expenditures to be paid by Borrower with respect to the Property (other than the Timeshare Project);

(f)            for deposit into the Borrower Disbursement Account in order to pay Approved Operating Expenses to be paid by Borrower with respect to the Property (other than the Timeshare Project);

(g)           for deposit into the Borrower Disbursement Account in order to pay Extraordinary Expenses reasonably approved by Lender and to be paid by Borrower with respect to the Property (other than the Timeshare Project);

(h)           for disbursement to Lender in order to pay monthly Debt Service and any other amounts then due and payable under the Loan Documents; or

(i)            from and after the Lockout Release Date, for disbursement to Lender in order to prepay the Loan, together with any Spread Maintenance payable hereunder in connection with such prepayment; provided that, if such prepayment occurs on a date other than a Payment Date, Borrower shall pay Lender all interest which would have accrued on the amount of the Loan through and excluding the Payment Date next occurring following the date of such prepayment.

7.9.3.       General Reserve Fund Requests.  All Requests for disbursement or transfer of General Reserve Funds pursuant to this Section 7.9 shall be made no more frequently than twice in any thirty (30) day period by delivery of at least ten (10) Business Days (or at least fifteen (15) Business Days with respect to any request relating to Capital Expenditures) prior written notice to Lender and Cash Management Bank specifying the amount and purpose of the required disbursement or transfer and, with respect to any request for disbursement of funds to pay Approved Operating Expenses, Approved Capital Expenditures or Extraordinary Expenses, specifying the individual Operating Expenses, Approved Capital Expenditures or Extraordinary Expenses requested and attaching appropriate supporting information reasonably acceptable to Lender.

7.9.4.       Approved Capital Expenditure Requests.

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(a)           With respect to any request for disbursement of funds hereunder to pay Approved Capital Expenditures, Lender shall disburse to Borrower the relevant General Reserve Funds  upon satisfaction by Borrower of each of the following conditions:

(i)            Lender shall have received an Officers’ Certificate (A) stating that all Approved Capital Expenditures at the Property to be funded by the requested disbursement have been completed in good and workmanlike manner and in accordance with all Legal Requirements and Environmental Laws in all material respects, such certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required to commence and/or complete the Approved Capital Expenditures, (B) identifying each Person that supplied materials or labor in connection with the Approved Capital Expenditures performed at the Property with respect to the reimbursement to be funded by the requested disbursement, (C) stating that each such Person has been paid or will be paid in full upon such disbursement, such Officers’ Certificate to be accompanied by lien waivers or other evidence of payment satisfactory to Lender, and (D) certifying that all funds previously disbursed from the General Reserve Account with respect to Approved Capital Expenditures have been applied by Borrower toward the expenses for which they were disbursed and the funds being requested will be applied to pay or reimburse for materials or work permitted hereunder and done in accordance herewith;

upon Lender’s reasonable request, a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Lender; and

(ii)           Lender has received evidence reasonably satisfactory to Lender that the materials for which the request is made are on-site at the Property and are properly secured or have been installed in the Property.

(b)           Lender may, in its reasonable discretion, inspect the Property at Borrower’s expense prior to making a disbursement of General Reserve Funds with respect to Approved Capital Expenditures in order to verify completion of the Approved Capital Expenditures for which reimbursement is sought.  Lender may require that such inspection be conducted by an appropriate independent qualified professional reasonably selected by Lender and/or may require a copy of a certificate of completion by an independent qualified professional reasonably acceptable to Lender prior to the disbursement of the request General Reserve Funds.  Borrower shall pay the actual out-of-pocket reasonable expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional.  Lender’s disbursement of any General Reserve Funds or other acknowledgment of completion of any Approved Capital Expenditures in a manner satisfactory to Lender shall not be deemed a certification or warranty by Lender to any Person that the Approved Capital Expenditures have been completed in accordance with Legal Requirements.  The insufficiency of any balance in the General Reserve Account shall not relieve Borrower from its obligation to fulfill all preservation and maintenance covenants in the Loan Documents.

Section 7.10.          Accrual Adjustment Reserve Account.

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On each Payment Date, Borrower shall deliver to Lender an Officer’s Certificate indicating (i) the dollar amount (the “Accrual Adjustment Deposit Amount”) of any funds received in the Collection Account since the prior Payment Date that, in accordance with the Accrual Method, were not recorded as revenue for such period and (ii) the dollar amount of funds then on deposit in the Accrual Accounting Adjustment Account that are to be recorded as revenue for such period under the Accrual Method (the “Accrual Adjustment Withdrawal Funds”).  On each Payment Date, (i) prior to making any payments under Section 2.6.4(a), Lender shall deposit funds equal to the Accrual Accounting Deposit Amount into an Eligible Account (which may be a sub-account of the Cash Management Account) established and maintained by and for the benefit of Lender in accordance with Section 2.6 (the “Accrual Adjustment Reserve Account”) and (ii) shall apply any Accrual Accounting Withdrawal Funds in accordance with Section 2.6.4(a).  Amounts on deposit from time to time in the Accrual Adjustment Reserve Account are referred to herein as the “Accrual Adjustment Reserve Funds.”

Section 7.11.          Letter of Credit.

(a)           If Borrower elects to deliver a Letter of Credit pursuant to the terms and provisions of Section 7.4.1, Borrower shall pay to Lender all of Lender’s reasonable out-of-pocket costs and expenses in connection therewith, including, without limitation, any costs or expenses incurred in drawing down on such Letter of Credit.  Borrower shall not be entitled to draw from any such Letter of Credit.  Upon five (5) days notice to Lender, Borrower may replace a Letter of Credit with a cash deposit to the Interest Reserve Fund and/or a replacement Letter of Credit in such amounts such that the balance on deposit in the Interest Reserve Fund and the amount of any such replacement Letter of Credit is not less than the amount then required to be deposited therein in accordance with the terms and provisions of Section 7.4.1.

(b)           Prior to the return of a Letter of Credit, Borrower shall deposit an amount equal to the amount that would have accumulated and not been disbursed in accordance with this Agreement if such Letter of Credit had not been delivered.

(c)           Each Letter of Credit delivered under this Agreement shall be additional security for the payment of the Debt.  Upon the occurrence and during the continuance of an Event of Default, Lender shall have the right, at its option, to draw on any Letter of Credit and to apply all or any part thereof to the payment of the items for which such Letter of Credit was established or to apply each such Letter of Credit to payment of the Debt in such order, proportion or priority as Lender may determine.

(d)           In addition to any other right Lender may have to draw upon a Letter of Credit pursuant to the terms and conditions of this Agreement, Lender shall have the additional rights to draw in full any Letter of Credit:  (a) with respect to any evergreen Letter of Credit, if Lender has received a notice from the issuing bank that the Letter of Credit will not be renewed and a substitute Letter of Credit is not provided at least thirty (30) days prior to the date on which the outstanding Letter of Credit is scheduled to expire; (b) with respect to any Letter of Credit with a stated expiration date, if Lender has not received a notice from the issuing bank that it has renewed the Letter of Credit at least thirty (30) days prior to the date on which such Letter of Credit is scheduled to expire and a substitute Letter of Credit is not provided at least thirty (30) days prior to the date on which the outstanding Letter of Credit is scheduled to expire; (c) upon

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receipt of notice from the issuing bank that the Letter of Credit will be terminated (except if the termination of such Letter of Credit is permitted pursuant to the terms and conditions of this Agreement or a substitute Letter of Credit is provided); or (d) if Lender has received notice that the bank issuing the Letter of Credit shall cease to be an Eligible Institution and within ten (10) Business Days after Lender notifies Borrower in writing of such circumstance, Borrower shall fail to deliver to Lender a substitute Letter of Credit issued by an Eligible Institution.  Notwithstanding anything to the contrary contained in the above, Lender is not obligated to draw any Letter of Credit upon the happening of an event specified in (a), (b), (c) or (d) above and shall not be liable for any losses sustained by Borrower due to the insolvency of the bank issuing the Letter of Credit if Lender has not drawn the Letter of Credit.

Section 7.12.          Reserve Funds Generally.

(a)           The Reserve Funds shall be held in one or more sub-accounts of the Cash Management Account and shall bear interest at a money market rate selected by Lender.  All interest or other earnings on a Reserve Fund (other than the Tax and Insurance Escrow Fund) shall be added to and become a part of such Reserve Fund and shall be disbursed in the same manner as other monies deposited in such Reserve Fund. Borrower shall have the right to direct Lender to invest sums on deposit in the Eligible Account in Permitted Investments provided (a) such investments are then regularly offered by Lender for accounts of this size, category and type, (b) such investments are permitted by applicable federal, state and local rules, regulations and laws, (c) the maturity date of the Permitted Investment is not later than the date on which the applicable Reserve Funds are required for payment of an obligation for which such Reserve Fund was created, and (d) no Event of Default shall have occurred and be continuing.  Borrower shall be responsible for payment of any federal, state or local income or other tax applicable to the interest or income earned on the Reserve Funds (other than the Tax and Insurance Escrow Fund).  No other investments of the sums on deposit in the Reserve Funds shall be permitted except as set forth in this Section 7.12.  Borrower shall bear all reasonable costs associated with the investment of the sums in the account in Permitted Investments.  Such costs shall be deducted from the income or earnings on such investment, if any, and to the extent such income or earnings shall not be sufficient to pay such costs, such costs shall be paid by Borrower promptly on demand by Lender.  Lender shall have no liability for the rate of return earned or losses incurred on the investment of the sums in Permitted Investments.

(b)           Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with the Reserve Funds or the performance of the obligations for which the Reserve Funds were established.  Borrower shall assign to Lender all rights and claims Borrower may have against all Persons supplying labor, materials or other services which are to be paid from or secured by the Reserve Funds; provided, that Lender may not pursue any such right or claim unless an Event of Default has occurred and remains uncured.

ARTICLE VIII.
DEFAULTS

Section 8.1.            Event of Default.

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(a)           Each of the following events shall constitute an event of default hereunder (an “Event of Default”):

(i)            if any portion of the Debt is not paid when due;

(ii)           if any of the Taxes or Other Charges are not paid when the same are due and payable;

(iii)          if the Policies are not kept in full force and effect, or if certified copies of the Policies are not delivered to Lender promptly upon request;

(iv)          any Transfer occurs in violation of the provisions of this Agreement or the other Loan Documents;

(v)           any representation or warranty made by Borrower herein or in any other Loan Document, or in any report, certificate, financial statement or other instrument, agreement or document furnished by or on behalf of any Borrower Party to Lender shall have been false in any material respect as of the date the representation or warranty was made; provided that if (A) such misrepresentation was not intentional, and (B) the condition causing the representation or warranty to be false is susceptible of being cured, the same shall be an Event of Default hereunder only if the same is not cured within thirty (30) days after written notice of such misrepresentation from Lender to Borrower; and provided further that if the condition causing the representation or warranty to be false is susceptible of cure but cannot reasonably be cured within such thirty (30) day period and Borrower shall have commenced to cure such condition within such thirty (30) day period and thereafter diligently proceeds to cure the same, then such thirty (30) day period shall be extended for an additional period of time as is reasonably necessary for Borrower in the exercise of due diligence to cure such condition, such additional period not to exceed one hundred and twenty (120) days;

(vi)          Borrower or any other Borrower Party shall make an assignment for the benefit of creditors;

(vii)         a receiver, liquidator or trustee shall be appointed for Borrower or any other Borrower Party, or if Borrower or any other Borrower Party shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Borrower or any other Borrower Party, or if any proceeding for the dissolution or liquidation of Borrower or any other Borrower Party shall be instituted; provided, that if such appointment, adjudication, petition or proceeding was involuntary and not consented to by Borrower or any other Borrower Party, upon the same not being discharged, stayed or dismissed within sixty (60) days;

(viii)        Borrower or any other Borrower Party attempts to assign its rights under this Agreement or any of the other Loan Documents or any interest herein or therein in contravention of the Loan Documents;

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(ix)           Borrower or any other Borrower Party breaches any of its respective negative covenants contained in Section 5.2 or any covenant contained in Section 4.1.29 or Section 5.1.11; provided that a breach of any such covenant shall not constitute an Event of Default if (A) such breach is inadvertent and non-recurring, (B) Borrower shall cure such breach within fifteen (15) Business Days after written notice of such breach from Lender to Borrower, or (C) with respect to a breach of any covenant contained in Section 4.1.29, within fifteen (15) Business Days after the request of Lender, Borrower delivers to Lender an Additional Insolvency Opinion, or a modification of the Insolvency Opinion, to the effect that such breach shall not in any way impair, negate or amend the opinions rendered in the Insolvency Opinion, which opinion or modification shall be in form and substance acceptable to Lender in its reasonable discretion;

(x)            with respect to any term, covenant or provision set forth herein which specifically contains a notice requirement or grace period, Borrower or any other Borrower Party shall be in default under such term, covenant or condition after the giving of such notice or the expiration of such grace period;

(xi)           any of the assumptions contained in the Insolvency Opinion delivered to Lender in connection with the Loan, or in any Additional Insolvency Opinion delivered subsequent to the closing of the Loan, is or shall become untrue in any material respect;

(xii)          a material default has occurred and continues beyond any applicable cure period under any Material Operating Agreement if such default permits any other party thereunder to terminate or cancel such Material Operating Agreement or otherwise could reasonably be expected to have a Material Adverse Effect;

(xiii)         Borrower ceases to operate and conduct its hotel and casino business at the Property or terminates such business for any reason whatsoever (other than as a result of Excusable Delay or a temporary cessation in connection with any continuous and diligent renovation or restoration of the Property following a Casualty or Condemnation);

(xiv)        Substantial Completion of the Renovation Project has not occurred by the Renovation Project Substantial Completion Deadline, subject to Excusable Delays;

(xv)         any Gaming License shall be modified, refused, suspended, revoked or canceled or allowed to lapse or if a notice of a material violation is issued under any Gaming License by the issuing agency or other Governmental Authority having jurisdiction, or any proceeding is commenced by any Governmental Authority for the purpose of modifying in any materially adverse respect, suspending, revoking or canceling any Gaming License in any materially adverse respect, or any Governmental Authority shall have appointed a conservator, supervisor or trustee to the Casino Component and, in each case of the foregoing, such action could reasonably be expected to (A) have a Material Adverse Effect, (B) materially and adversely effect the continued operation of the Casino Component in the usual course of business and in substantially the same manner and to at least the same standard as was maintained prior to such action, or (C) result in any material decrease in the then expected cash flow and revenues to be derived from the Casino Component;

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(xvi)        Borrower or any other Borrower Party shall continue to be in Default under any of the other terms, covenants or conditions of this Agreement or any of the other Loan Documents not specified in clauses (i) through (xiii) above, for ten (10) days after notice to Borrower or such other Borrower Party from Lender, in the case of any Default which can be cured by the payment of a sum of money, or for thirty (30) days after notice from Lender in the case of any other Default; provided that if such non monetary Default is susceptible of cure but cannot reasonably be cured within such thirty (30) day period and provided further that Borrower shall have commenced to cure such Default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended for such time as is reasonably necessary for Borrower in the exercise of due diligence to cure such Default, such additional period not to exceed one hundred and twenty (120) days;

(xvii)       (A) a Reportable Event shall have occurred with respect to a Pension Plan, (B) the filing by the Borrower, any ERISA Affiliate, or an administrator of any Plan of a notice of intent to terminate such a Plan in a “distress termination” under the provisions of Section 4041 of ERISA, (C) the receipt of notice by the Borrower, any ERISA Affiliate, or an administrator of a Plan that the PBGC has instituted proceedings to terminate (or appoint a trustee to administer) such a Pension Plan, (D) any other event or condition exists which might, in the opinion of the Agent, constitute grounds under the provisions of Section 4042 of ERISA for the termination of (or the appointment of a trustee to administer) any Pension Plan by the PBGC, (E) a Pension Plan shall fail to maintain the minimum funding standard required by Section 412 of the Code or any plan year or a waiver of such standard is sought or granted under the provisions of Section 4129d) of the Code, (F) the Borrower or any ERISA Affiliate has incurred, or is likely to incur, a liability under the provisions of Section 4062, 4063, 4064 or 4201 of ERISA, (G) the Borrower or any ERISA Affiliate fails to pay the full amount of an installment required under Section 412(m) of the Code, (H) the occurrence of any other event or condition with respect to any Plan which would constitute an event of default under any other agreement entered into by the Borrower or any ERISA Affiliate, and in each case in clauses (A) through (I), such event or condition, together with all other such events or conditions, if any, could subject the Borrower or any ERISA Affiliate to any taxes, penalties or other liabilities which would reasonably be expected to have a Material Adverse Effect;

(xviii)      Borrower or any ERISA Affiliate (A) shall have been notified by the sponsor of a Multiemployer Plan that it has incurred any material withdrawal liability to such Multiemployer Plan, and (B) does not have reasonable grounds for contesting such withdrawal liability and is not in fact contesting such withdrawal liability in a timely and appropriate manner which would reasonably be expected to have a Material Adverse Effect; or

(xix)         there shall be default under any of the other Loan Documents beyond any applicable cure periods contained in such documents, whether as to Borrower, any other Borrower Party or the Property, or if any other event shall occur or condition shall exist, if the effect of such event or condition is to accelerate the maturity of any portion of the Debt or to permit Lender to accelerate the maturity of all or any portion of the Debt.

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(b)           Upon the occurrence of an Event of Default (other than an Event of Default described in clauses (vi), (vii) or (viii) above) and at any time thereafter, in addition to any other rights or remedies available to it pursuant to this Agreement and the other Loan Documents or at law or in equity, Lender may take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and in and to the Property, including, without limitation, declaring the Debt to be immediately due and payable, and Lender may enforce or avail itself of any or all rights or remedies provided in the Loan Documents against Borrower and the Property, including, without limitation, all rights or remedies available at law or in equity; and upon any Event of Default described in clauses (vi), (vii) or (viii) above, the Debt and all other obligations of Borrower hereunder and under the other Loan Documents shall immediately and automatically become due and payable, without notice or demand, and Borrower hereby expressly waives any such notice or demand, anything contained herein or in any other Loan Document to the contrary notwithstanding.

Section 8.2.            Remedies.

(a)           Upon the occurrence of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender against Borrower under this Agreement or any of the other Loan Documents executed and delivered by, or applicable to, Borrower or at law or in equity may be exercised by Lender at any time and from time to time, whether or not all or any of the Debt shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents.  Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singularly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law, equity or contract or as set forth herein or in the other Loan Documents.  Without limiting the generality of the foregoing, Borrower agrees that if an Event of Default is continuing (i) Lender is not subject to any “one action” or “election of remedies” law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against the Property and the Security Instrument has been foreclosed, sold and/or otherwise realized upon in satisfaction of the Debt or the Debt has been paid in full.

(b)           Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, mortgages and other security documents (the “Severed Loan Documents”) in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder.  Borrower shall execute and deliver to Lender from time to time, promptly after the request of Lender, a severance agreement and such other documents as Lender shall request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender.  Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect the aforesaid severance, Borrower ratifying all that its said attorney shall do by virtue thereof; provided, that Lender shall not make or execute any such documents under such power until three (3) days after notice has been given to Borrower by Lender of Lender’s intent to exercise its rights under such power.  Borrower shall be obligated to

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pay all costs or expenses incurred in connection with the preparation, execution, recording or filing of the Severed Loan Documents.  The Severed Loan Documents shall not contain any representations, warranties or covenants not contained in the Loan Documents and any such representations and warranties contained in the Severed Loan Documents will be given by Borrower only as of the Closing Date.  Unless an Event of Default shall exist, all reasonable third party costs and expenses incurred by Borrower in connection with the foregoing shall be paid by Lender.

(c)           The rights, powers and remedies of Lender under this Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against Borrower pursuant to this Agreement or the other Loan Documents, or existing at law or in equity or otherwise.  Lender’s rights, powers and remedies may be pursued singularly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender’s sole discretion.  No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient.  A waiver of one Default or Event of Default with respect to Borrower shall not be construed to be a waiver of any subsequent Default or Event of Default by Borrower or to impair any remedy, right or power consequent thereon.

(d)           In addition to any other rights and remedies which Lender may have pursuant to this Agreement and the other Loan Documents or pursuant to law or equity, and without limitation thereof, (i) so long as an Event of Default shall exist, Lender may decline to make all or any portion of such further Advances as Lender may elect and/or (ii) so long as an Event of Default shall exist, any or all obligations of Lender under this Agreement, at the option of Lender, shall cease and terminate; provided, however, Lender may make all or any portion of any Advance so long as any such Event of Default shall exist without thereby becoming obligated to make all or a portion of any other or further Advance or waiving Lender’s right to exercise any of Lender’s rights and remedies pursuant to any one or more of the Loan Documents or as may be available at law or equity.

(e)           In addition to any other rights and remedies which Lender may have under this Agreement and the other Loan Documents or pursuant to law or equity, and without limitation thereof, after the occurrence of any Event of Default and upon acceleration of the Loan, Lender may enter upon the Property and into possession of the Property and any other Property (and exclude Borrower and any other persons therefrom) and cause completion of the construction of the Project Improvements substantially in accordance with the Plans and Specifications, with such changes therein as Lender may from time to time deem appropriate, all at the sole risk, cost and expense of Borrower.  Lender shall have the right, at any and all times, in its sole discretion to discontinue any work commenced by Lender with respect to the construction of the Project Improvements or to change any course of action undertaken by it and shall not be bound by any limitations or requirements of time whether set forth herein or otherwise.  Upon acceleration of the Loan, Lender shall have the right and power (but shall not be obligated) to assume all or any portion of the obligations of Borrower under any or all Project Documents as Lender may elect and to take over and use all or any part or parts of the labor, materials, supplies and equipment contracted for by or on behalf of Borrower, whether or not previously incorporated into the Property.  In connection with any portion of the construction of the Project Improvements

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undertaken by Lender pursuant to the provisions of this Section 8.2, Lender may do any or all of the following as Lender, in its sole discretion, may elect:

(i)            engage builders, general contractors, general and trade contractors, suppliers, architects, engineers, inspectors and others for the purpose of furnishing labor, materials, equipment and fixtures in connection with the construction of the Project Improvements;

(ii)           amend, modify or terminate any then existing contracts between Borrower and any of the persons described in the preceding clause (i);

(iii)          pay, settle or compromise all bills or claims which may become Liens against the Property, or which have been or may be incurred in any manner in connection with the construction of the Project Improvements or for the discharge of liens, encumbrances or defects in the title of the Property; and

(iv)          take such other action (including the employment of watchmen and the taking of other measures to protect the Property) or refrain from acting under this Agreement as Lender may in its sole and absolute discretion from time to time determine without any limitation whatsoever.

(f)            Borrower shall be liable to Lender for all sums paid or incurred for the construction of the Project Improvements whether the same shall be paid or incurred pursuant to the provisions of this Section 8.2 or otherwise, and all other payments made or liabilities incurred by Lender under this Agreement of any kind whatsoever (except to the extent it is determined by a court of competent jurisdiction, beyond right of appeal, that such liabilities arose solely and directly out of the gross negligence or willful misconduct of Lender), all of which shall be paid by Borrower to Lender upon demand with interest at the Default Rate to the date of payment to Lender, and all of the foregoing sums, including such interest at the Default Rate, shall be deemed and shall constitute advances under this Agreement and be evidenced by the Note and secured by the Loan Documents.

ARTICLE IX.

SPECIAL PROVISIONS

Section 9.1.            Sale of Note and Securitization; Mezzanine Loans.

9.1.1.       Sale of Note and Securitization.  Borrower acknowledges and agrees that Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”).  At the request of Lender, and to the extent not already required to be provided by Borrower under this Agreement, Borrower shall use reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by Lender in order to satisfy the market standards to which Lender customarily adheres or which may be reasonably

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required by prospective investors and/or the Rating Agencies in connection with any such Securitization including, without limitation, to:

(a)           provide additional and/or updated Provided Information, together with appropriate verification and/or consents related to the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender and the Rating Agencies;

(b)           assist in preparing descriptive materials for presentations to any or all of the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower and its Affiliates to obtain, collect, and deliver information requested or required by Lender or the Rating Agencies;

(c)           deliver (i) updated opinions of counsel as to non-consolidation, due execution and enforceability with respect to the Property, Borrower and its Affiliates and the Loan Documents, including, without limitation, a so-called “10b-5” opinion and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to Lender and the Rating Agencies;

(d)           if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect the Property, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and the Rating Agencies;

(e)           make such representations and warranties as of the closing date of the Securitization with respect to the Property, Borrower and its Affiliates and the Loan Documents as may be reasonably requested by Lender or the Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents;

(f)            execute such amendments to the Loan Documents as may be reasonably requested by Lender or the Rating Agencies to effect the Securitization and/or deliver one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Loan (and such new notes or modified note shall have the same initial weighted average coupon of the original note, but such new notes or modified note may change the interest rate and amortization of the Loan), and modify the cash management provisions contained in Section 2.6 of this Agreement with respect to the newly created components such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan; provided that nothing contained in this Section 9.1(f) shall result in any economic or other material adverse change in the transaction contemplated by this Agreement or the other Loan Documents (unless Borrower is made whole by the holder of the Notes) or result in any operational changes that are unduly burdensome to

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the Collateral or any Borrower Party.  Notwithstanding anything to the contrary contained herein, Borrower shall not be required to modify any Loan Document or organizational document of any Borrower Party in a manner that would materially increase such Borrower Party’s obligations or have any materially adverse effect whatsoever on Borrower.

(g)           if requested by Lender, review any information regarding the Property, Borrower, Principal, Manager and the Loan which is contained in a preliminary or final private placement memorandum, prospectus, prospectus supplement (including any amendment or supplement to either thereof), or other disclosure document to be used by Lender or any affiliate thereof; and

(h)           supply to Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws.

All reasonable third party costs and expenses incurred by Borrower, Guarantor or any Affiliate thereof in connection with complying with requests made under this Section 9.1.1 (including, without limitation, the fees and expenses of the Rating Agencies) shall be paid by Lender.

9.1.2.       Mezzanine Loans.

(a)           Notwithstanding anything contained in Section 9.1.1 to the contrary, Borrower covenants and agrees that after the Closing Date and prior to a Securitization, Lender shall have the right to establish different interest rates and to reallocate the principal balances of each of the Loan and any New Mezzanine Loan between each other and to require the payment of the Loan and each New Mezzanine Loan in such order of priority as may be designated by Lender; provided, that (i) in no event shall the weighted average interest rate of the Loan and any New Mezzanine Loan(s) following any such reallocation or modification change from the weighted average interest rate for all in effect immediately preceding such reallocation, modification or creation of any New Mezzanine Loan(s), and (ii) such New Mezzanine Loan(s) will not materially increase Borrower’s obligations and liabilities under the Loan Documents or materially decrease the rights of Borrower under the Loan Documents (other than, in each case, administratively or in a de minimis respect).

(b)           Notwithstanding anything contained in Section 9.1.1 to the contrary, Borrower covenants and agrees that after the Closing Date and prior to a Securitization, Lender shall have the right to create one or more additional mezzanine loans (each, a “New Mezzanine Loan”), to establish different interest rates and to reallocate principal balances of each of the Loan, the Mezzanine Loan and any New Mezzanine Loan(s) amongst each other and to reallocate the interest rate among the Loan, the Mezzanine Loan and any new Mezzanine Loan(s) and to require the payment of the Loan, the Mezzanine Loan and any New Mezzanine Loan(s) in such order of priority as may be designated by Lender; provided, that (i) in no event shall the weighted average interest rate of the Loan and any New Mezzanine Loan(s) following any such reallocation or modification change from the weighted average interest rate for all in effect immediately preceding such reallocation, modification or creation of any New Mezzanine Loan(s), and (ii) such New Mezzanine Loan(s) will not materially increase Borrower’s

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obligations and liabilities under the Loan Documents or materially decrease the rights of Borrower under the Loan Documents (other than, in each case, administratively or in a de minimis respect).  Borrower shall execute and deliver such documents as shall reasonably be required by Lender as promptly as possible under the circumstances in connection with this Section 9.3, all in form and substance reasonably satisfactory to Borrower, Lender and the Rating Agencies, including, without limitation, in connection with the creation of any New Mezzanine Loan, a promissory note and loan documents necessary to evidence such New Mezzanine Loan, and Borrower shall execute such amendments to the Loan Documents and the documents relating to any other New Mezzanine Loans as are necessary in connection with the creation of such New Mezzanine Loan all of which shall be on substantially the same terms and conditions as the Loan Documents.  In addition, Borrower shall cause the formation of one or more special purpose, bankruptcy remote entities as required by Lender in order to serve as the borrower under any New Mezzanine Loan (each, a “New Mezzanine Borrower”) and the applicable organizational documents of Borrower and the borrower under any other New Mezzanine Loan shall be amended and modified as necessary or required in the formation of any New Mezzanine Borrower.  Further, in connection with any New Mezzanine Loan, Borrower shall deliver to Lender opinions of legal counsel, in substantially the same form as were delivered in connection with the Loan, with respect to due execution, authority and enforceability of the New Mezzanine Loan and the Loan Documents and the documents relating to any other New Mezzanine Loan, as amended and an Additional Insolvency Opinion for the Loan and each New Mezzanine Loan and a substantive non-consolidation opinion with respect to any New Mezzanine Loan, each as reasonably acceptable to Lender, prospective investors and/or the Rating Agencies.  All reasonable third party costs actually incurred by Borrower, any Borrower Party, or any New Mezzanine Borrower in connection with complying with requests made under this Section 9.1.2 shall be paid by Lender. Notwithstanding the foregoing, Borrower shall not be required to take any action under this Section 9.1.2 that would result in any breach of its representations, warranties or covenants contained in Section 5.1.10.

9.1.3.       Re-Dating.  In connection with a Securitization or other sale of all or a portion of the Loan, Lender shall have the right to modify all operative dates (excluding the Maturity Date but including payment dates, interest period start dates and end dates, etc.) under the Loan Documents, by up to ten (10) days (such action and all related action is a “Re-Dating”).  Borrower shall cooperate with Lender, at Lender’s expense, to implement any Re-Dating.  If Borrower fails to cooperate with Lender within ten (10) Business Days of written request by Lender, Lender is hereby appointed as Borrower’s attorney in fact to execute any and all documents necessary to accomplish the Re-Dating.

Section 9.2.            Securitization Indemnification.

(a)           Borrower understands that certain of the Provided Information may be included in Disclosure Documents in connection with the Securitization and may also be included in filings with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or provided or made available to investors or prospective investors in the Securities, the Rating Agencies, and service providers relating to the Securitization.  In the event that the Disclosure Document is required to be revised prior to the sale of all Securities, Borrower will cooperate with the holder of the Note (at such holder’s expense) in updating the

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Disclosure Document by providing all current information necessary to keep the Provided Information contained therein accurate and complete in all material respects.

(b)           Borrower agrees to provide, in connection with the Securitization, an indemnification agreement (i) certifying that (A) the Indemnifying Persons have carefully examined the Disclosure Documents, including, without limitation, the sections entitled “Risk Factors,” “Special Considerations,” “Description of the Mortgages,” “Description of the Mortgage Loans and Mortgaged Property,” “The Manager,” “The Borrower” and “Certain Legal Aspects of the Mortgage Loan,” and (B) such sections and such other information in the Disclosure Documents (in each case only to the extent such information relates to or includes any Provided Information) (collectively with the Provided Information, the “Covered Disclosure Information”) do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, (ii) jointly and severally indemnifying Lender, Credit Suisse (whether or not it is Lender), any Affiliate of Credit Suisse that has filed any registration statement relating to the Securitization or has acted as the sponsor or depositor in connection with the Securitization, any Affiliate of Credit Suisse that acts as an underwriter, placement agent or initial purchaser of Securities issued in the Securitization, any other co-underwriters, co-placement agents or co-initial purchasers of Securities issued in the Securitization, and each of their respective officers, directors, partners, employees, representatives, agents and Affiliates and each Person or entity who controls any such Person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Indemnified Persons”), for any losses, claims, damages, liabilities, costs or expenses (including, without limitation, legal fees and expenses for enforcement of these obligations (collectively, the “Liabilities”)) to which any such Indemnified Person may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Covered Disclosure Information or arise out of or are based upon the omission or alleged omission to state in the Covered Disclosure Information a material fact required to be stated therein or necessary in order to make the statements in the Covered Disclosure Information, in light of the circumstances under which they were made, not misleading and (iii) agreeing to reimburse each Indemnified Person for any legal or other expenses incurred by such Indemnified Person, as they are incurred, in connection with investigating or defending the Liabilities.  This indemnity agreement will be in addition to any liability which Borrower may otherwise have.  Moreover, the indemnification provided for in clauses (ii) and (iii) above shall be effective whether or not an indemnification agreement described in clause (i) above is provided.

(c)           In connection with Exchange Act Filings, Borrower agrees to indemnify (i) the Indemnified Persons for Liabilities to which any such Indemnified Person may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact in the Covered Disclosure Information, or the omission or alleged omission to state in the Covered Disclosure Information a material fact required to be stated therein or necessary in order to make the statements in the Covered Disclosure Information, in light of the circumstances under which they were made, not misleading and (ii) reimburse each Indemnified Person for any legal or other expenses incurred by such Indemnified Persons, as they are incurred, in connection with defending or investigating the Liabilities.

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(d)           Promptly after receipt by an Indemnified Person of notice of any claim or the commencement of any action, the Indemnified Person shall, if a claim in respect thereof is to be made against any Indemnifying Person, notify such Indemnifying Person in writing of the claim or the commencement of that action; provided, that the failure to notify such Indemnifying Person shall not relieve it from any liability which it may have under the indemnification provisions of this Section 9.2 except to the extent that it has been materially prejudiced by such failure and, provided further that the failure to notify such Indemnifying Person shall not relieve it from any liability which it may have to an Indemnified Person otherwise than under the provisions of this Section 9.2.  If any such claim or action shall be brought against an Indemnified Person, and it shall notify any Indemnifying Person thereof, such Indemnifying Person shall be entitled to participate therein and, to the extent that it wishes, assume the defense thereof with counsel reasonably satisfactory to the Indemnified Person.  After notice from any Indemnifying Person to the Indemnified Person of its election to assume the defense of such claim or action, such Indemnifying Person shall not be liable to the Indemnified Person for any legal or other expenses subsequently incurred by the Indemnified Person in connection with the defense thereof except as provided in the following sentence; provided, that if the defendants in any such action include both an Indemnifying Person, on the one hand, and one or more Indemnified Persons on the other hand, and an Indemnified Person shall have reasonably concluded that there are any legal defenses available to it and/or other Indemnified Persons that are different or in addition to those available to the Indemnifying Person, the Indemnified Person or Persons shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Person or Persons.  The Indemnified Person shall instruct its counsel to maintain reasonably detailed billing records for fees and disbursements for which such Indemnified Person is seeking reimbursement hereunder and shall submit copies of such detailed billing records to substantiate that such counsel’s fees and disbursements are solely related to the defense of a claim for which the Indemnifying Person is required hereunder to indemnify such Indemnified Person.  No Indemnifying Person shall be liable for the expenses of more than one (1) such separate counsel unless such Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to another Indemnified Person.

(e)           Without the prior consent of Credit Suisse (which consent shall not be unreasonably withheld), Borrower shall not settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is an actual or potential party to such claim, action, suit or proceeding) unless the Indemnifying Person shall have given Credit Suisse reasonable prior notice thereof and shall have obtained an unconditional release of each Indemnified Person hereunder from all liability arising out of such claim, action, suit or proceedings.  As long as Borrower has complied with its obligations to defend and indemnify hereunder, Borrower shall not be liable for any settlement made by any Indemnified Person without the consent of Borrower (which consent shall not be unreasonably withheld).

(f)            Borrower agrees that if any indemnification or reimbursement sought pursuant to this Section 9.2 is finally judicially determined to be unavailable for any reason or is insufficient to hold any Indemnified Person harmless (with respect only to the Liabilities that are the subject

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of this Section 9.2), then Borrower, on the one hand, and such Indemnified Person, on the other hand, shall contribute to the Liabilities for which such indemnification or reimbursement is held unavailable or is insufficient:  (x) in such proportion as is appropriate to reflect the relative benefits to Borrower, on the one hand, and such Indemnified Person, on the other hand, from the transactions to which such indemnification or reimbursement relates; or (y) if the allocation provided by clause (x) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (x) but also the relative faults of Borrower, on the one hand, and all Indemnified Persons, on the other hand, as well as any other equitable considerations.  Notwithstanding the provisions of this Section 9.2, (A) no party found liable for a fraudulent misrepresentation shall be entitled to contribution from any other party who is not also found liable for such fraudulent misrepresentation, and (B) the Indemnifying Persons agree that in no event shall the amount to be contributed by the Indemnified Persons collectively pursuant to this paragraph exceed the amount of the fees (by underwriting discount or otherwise) actually received by the Indemnified Persons in connection with the closing of the Loan or the Securitization.

(g)           Borrower agrees that the indemnification, contribution and reimbursement obligations set forth in this Section 9.2 shall apply whether or not any Indemnified Person is a formal party to any lawsuits, claims or other proceedings.  Borrower further agrees that the Indemnified Persons are intended third party beneficiaries under this Section 9.2.

(h)           The liabilities and obligations of the Indemnified Persons and Borrower under this Section 9.2 shall survive the termination of this Agreement and the satisfaction and discharge of the Debt.

(i)            Notwithstanding anything to the contrary contained herein, Borrower shall have no obligation to act as depositor with respect to the Loan or an issuer or registrant with respect to the Securities issued in any Securitization.

Section 9.3.            Real Property Indemnifications.

(a)           Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties (hereinafter defined) from and against any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable damages, of whatever kind or nature (including, but not limited, to reasonable attorneys’ fees and other costs of defense) (collectively, the “Losses”) imposed upon or incurred by or asserted against any Indemnified Parties and arising out of or in any way relating to any one or more of the following (except in each case to the extent such Losses were caused as a result of the gross negligence or willful misconduct or breach of any Loan Document by of any Indemnified Party):

(i)            ownership of the Security Instrument, the Property or any interest therein or receipt of any Rents;

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(ii)           any amendment to, or restructuring of, the Debt, the Note, the Loan Agreement, the Security Instrument, or any other Loan Documents;

(iii)          any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of the Security Instrument, the Loan Agreement, the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding;

(iv)          any accident, injury to, or death of, persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways;

(v)           any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways;

(vi)          any failure on the part of Borrower to perform or be in compliance with any of the terms of the Security Instrument, the Note, the Loan Agreement or any of the other Loan Documents;

(vii)         performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof;

(viii)        any failure of the Property to be in compliance with any Legal Requirements;

(ix)           the enforcement by any Indemnified Party of the provisions of this Section 9.3;

(x)            any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Leases;

(xi)           the payment of any commission, charge or brokerage fee to anyone claiming through Borrower which may be payable in connection with the funding of the Loan; or

(xii)          any misrepresentation made by Borrower in the Security Instrument or any other Loan Document.

(b)           Any amounts payable to Lender by reason of the application of this Section 9.3 shall become immediately due and payable and shall bear interest at the Default Rate from the date loss or damage is sustained by Lender until paid.  For purposes of this Section 9.3, the term “Indemnified Parties” means Lender, any Person who is or will have been involved in the servicing of the Loan, any Person in whose name the encumbrance created by the Security Instrument is or will have been recorded, Persons who may hold or acquire or will have held a

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full or partial interest in the Loan (including, but not limited to, investors or prospective investors in the Securities, as well as custodians, trustees and other fiduciaries who hold or have held a full or partial interest in the Loan for the benefit of third parties) as well as the respective directors, officers, shareholders, partners, employees, agents, servants, representatives, contractors, subcontractors, affiliates, subsidiaries, participants, successors and assigns of any and all of the foregoing (including, but not limited to, any other Person who holds or acquires or will have held a participation or other full or partial interest in the Loan, whether during the term of the Loan or as a part of or following a foreclosure of the Loan and any successors by merger, consolidation or acquisition of all or a substantial portion of Lender’s assets and business).

(c)           Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any tax on the making and/or recording of the Security Instrument, the Note or any of the other Loan Documents, but excluding any income, franchise or other similar taxes.

(d)           Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses (including, without limitation, reasonable attorneys’ fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in Lender’s sole discretion) that Lender may incur, directly or indirectly, as a result of a default under any of the provisions of Section 5.1.19.

(e)           Upon written request by any Indemnified Party, Borrower shall defend such Indemnified Party (if requested by any Indemnified Party, in the name of the Indemnified Party) by attorneys and other professionals approved by the Indemnified Parties.  Notwithstanding the foregoing, if the defendants in any such claim or proceeding include both Borrower and any Indemnified Party and Borrower and such Indemnified Party shall have reasonably concluded that there are any legal defenses available to it and/or other Indemnified Parties that are different from or additional to those available to Borrower, such Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Party, provided that no compromise or settlement shall be entered without Borrower’s consent, which consent shall not be unreasonably withheld.  Upon demand, Borrower shall pay or, in the sole and absolute discretion of the Indemnified Parties, reimburse, the Indemnified Parties for the payment of reasonable fees and disbursements of attorneys, engineers, environmental consultants, laboratories and other professionals in connection therewith.

Section 9.4.            Exculpation.

(a)           Subject to the further qualifications of this Section 9.4, Lender shall not enforce the liability and obligation of Borrower to perform and observe the obligations contained in the Note, this Agreement, the Security Instrument or the other Loan Documents by any action or proceeding wherein a money judgment shall be sought against Borrower, except that Lender may bring a foreclosure action, an action for specific performance or any other appropriate action or

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proceeding to enable Lender to enforce and realize upon its interest under the Note, this Agreement, the Security Instrument and the other Loan Documents, or in the Property, the Rents, or any other collateral given to Lender pursuant to the Loan Documents; provided, that, except as specifically provided herein, any judgment in any such action or proceeding shall be enforceable against Borrower only to the extent of Borrower’s interest in the Property, in the Rents and in any other collateral given to Lender, and Lender, by accepting the Note, this Agreement, the Security Instrument and the other Loan Documents, agrees that it shall not sue for, seek or demand any deficiency judgment against Borrower in any such action or proceeding under, or by reason of, or in connection with, the Note, this Agreement, the Security Instrument or the other Loan Documents.  The provisions of this Section 9.4(a) shall not, however, (i) constitute a waiver, release or impairment of any obligation evidenced or secured by any of the Loan Documents; (ii) impair the right of Lender to name Borrower as a party defendant in any action or suit for foreclosure and sale under the Security Instrument; (iii) affect the validity or enforceability of or any Guaranty made in connection with the Loan or any of the rights and remedies of Lender thereunder; (iv) impair the right of Lender to obtain the appointment of a receiver; (v) impair the enforcement of the Assignment of Leases; or (vi) constitute a prohibition against Lender to seek a deficiency judgment against Borrower in order to fully realize the security granted by the Security Instrument or to commence any other appropriate action or proceeding in order for Lender to exercise its remedies against the Property.

(b)           The provisions of Section 9.4(a) shall not constitute a waiver of the right of Lender to enforce the liability and obligation of Borrower, by money judgment or otherwise, to the extent of any loss, damage, cost, expense, liability, claim or other obligation incurred by Lender (including attorneys’ fees and costs reasonably incurred) arising out of or in connection with the following:

(i)            fraud or material misrepresentation by Borrower, Guarantor or any of their respective Affiliates;

(ii)           any willful act of material waste of the Property or any damage to the Property arising from the intentional misconduct or gross negligence of Borrower, Guarantor or any of their respective principals or any removal of the Property in violation of the Loan Documents;

(iii)          the breach of any representation, warranty, covenant or indemnification provision in the Environmental Indemnity Agreement or in the Security Instrument concerning environmental laws, hazardous substances and asbestos and any indemnification of Lender with respect thereto in either document;

(iv)          the removal or disposal of any portion of the Property after an Event of Default;

(v)           the misappropriation, intentional misapplication or conversion by Borrower or any of its Affiliates of (A) any Insurance Proceeds paid by reason of any Casualty, (B) any Awards received in connection with a Condemnation, (C) any Rents following an Event of Default and not applied to Debt Service, Operating Expenses or otherwise paid to Lender, or (D) any Rents paid more than one (1) month in advance;

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(vi)          failure to pay charges for labor or materials or other charges that can create Liens on any portion of the Property to the extent funds are available for such purpose (it being understood that there shall be no recourse if Lender is obligated to apply such funds held in any applicable Reserve Account to pay the foregoing and fails to do so);

(vii)         failure by OpBiz to continue to operate the Casino Component and maintain the Gaming Licenses at any time in accordance with the requirements of Section 5.1.26(e);

(viii)        any security deposits, advance deposits or any other deposits collected with respect to the Property which are not delivered to Lender upon a foreclosure of the Property or action in lieu thereof, except to the extent any such security deposits were applied in accordance with the terms and conditions of any of the Leases prior to the occurrence of the Event of Default that gave rise to such foreclosure or action in lieu thereof;

(ix)           any distribution, dividend or other payment made in contravention of the provisions of Section 5.2.9.

(c)           Notwithstanding anything to the contrary in this Agreement, the Note or any of the Loan Documents, (i) Lender shall not be deemed to have waived any right which Lender may have under Section 506(a), 506(b), 1111(b) or any other provisions of the U.S. Bankruptcy Code to file a claim for the full amount of the Debt secured by the Security Instrument or to require that all collateral shall continue to secure all of the Debt owing to Lender in accordance with the Loan Documents, and (ii) the Debt shall be fully recourse to Borrower (A) in the event of: (I) Borrower filing a voluntary petition under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; (II) the filing of an involuntary petition against Borrower under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law by any other Person in which Borrower, Principal or Guarantor or any of their respective Affiliates, agents or employees colludes with or otherwise assists such other Person, or Borrower, Principal or Guarantor or any of their respective Affiliates, agents or employees soliciting, or causing to be solicited, petitioning creditors for an involuntary petition against Borrower under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; (III) Borrower filing an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it, by any other Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; (IV) Borrower consenting to or acquiescing in or joining in an application for the appointment of a custodian, receiver, trustee, or examiner for Borrower or any portion of the Property; (V) Borrower making an assignment for the benefit of creditors, or admitting, in writing or in any legal proceeding, its insolvency or inability to pay its debts as they become due; (B) if any SPE Entity fails to maintain its status as a Special Purpose Entity as required by, and in accordance with, the terms and provisions of this Agreement or the Security Instrument and by reason thereof any of the assets of such SPE Entity are consolidated into the bankruptcy estate of any other Person; (C) if Borrower fails to obtain Lender’s prior consent to any Indebtedness or voluntary Lien encumbering the Property as required by this Agreement or the Security Instrument; or (D) if Borrower fails to obtain Lender’s prior consent to any Transfer as required by this Agreement or the Security Instrument.

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Section 9.5.            Servicer.  At the option of Lender, the Loan may be serviced by a servicer/trustee (the “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to the Servicer pursuant to a servicing agreement (the “Servicing Agreement”) between Lender and Servicer.  Borrower shall be responsible for any reasonable set-up fees or any other initial costs relating to or arising under the Servicing Agreement; provided, that Borrower shall not be responsible for payment of the monthly servicing fee due to the Servicer under the Servicing Agreement. At no time shall Borrower be required to deal with more than three Servicers or agents with respect to the Loan.

ARTICLE X.
MISCELLANEOUS

Section 10.1.          Survival.  This Agreement and all covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto shall survive the making by Lender of the Loan and the execution and delivery to Lender of the Note, and shall continue in full force and effect so long as all or any of the Debt is outstanding and unpaid unless a longer period is expressly set forth herein or in the other Loan Documents.  Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the legal representatives, successors and assigns of such party.  All covenants, promises and agreements in this Agreement, by or on behalf of Borrower, shall inure to the benefit of the legal representatives, successors and assigns of Lender.

Section 10.2.          Lender’s Discretion.  Whenever pursuant to this Agreement, Lender exercises any right given to it to approve or disapprove, or any arrangement or term is to be satisfactory to Lender, the decision of Lender to approve or disapprove or to decide whether arrangements or terms are satisfactory or not satisfactory shall (except as is otherwise specifically herein provided) be in the sole discretion of Lender and shall be final and conclusive.  Whenever this Agreement expressly provides that Lender may not withhold its consent or its approval of an arrangement or term, such provisions shall also be deemed to prohibit Lender from delaying or conditioning such consent or approval.  Prior to a Securitization, whenever pursuant to this Agreement the Rating Agencies are given any right to approve or disapprove, or any arrangement or term is to be satisfactory to the Rating Agencies, the decision of Lender to approve or disapprove or to decide whether arrangements or terms are satisfactory or not satisfactory, based upon Lender’s determination of Rating Agency criteria, shall be substituted therefor.

Section 10.3.          GOVERNING LAW.

(A)          THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, THE LOAN WAS MADE BY LENDER AND ACCEPTED BY BORROWER IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THE LOAN DELIVERED PURSUANT HERETO WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT,

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THE NOTE AND THE OTHER LOAN DOCUMENTS AND THE OBLIGATIONS ARISING HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA, EXCEPT THAT AT ALL TIMES THE PROVISIONS FOR THE CREATION, PERFECTION, AND ENFORCEMENT OF THE LIENS AND SECURITY INTERESTS CREATED PURSUANT HERETO AND PURSUANT TO THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAW OF THE STATE IN WHICH THE PROPERTY IS LOCATED, IT BEING UNDERSTOOD THAT, TO THE FULLEST EXTENT PERMITTED BY THE LAW OF SUCH STATE, THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE CONSTRUCTION, VALIDITY AND ENFORCEABILITY OF ALL LOAN DOCUMENTS AND ALL OF THE OBLIGATIONS ARISING HEREUNDER OR THEREUNDER.  TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS, AND THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

(B)           ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND BORROWER WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING.  BORROWER DOES HEREBY DESIGNATE AND APPOINT:

NATIONAL REGISTERED AGENTS, INC.
875 AVENUE OF THE AMERICAS
SUITE 501
NEW YORK, NEW YORK 10001

AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND NOTICE OF SAID SERVICE MAILED OR DELIVERED TO BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK.  BORROWER (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED

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AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.

Section 10.4.          Modification, Waiver in Writing.  No modification, amendment, extension, discharge, termination or waiver of any provision of this Agreement, or of the Note, or of any other Loan Document, nor consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in a writing signed by the party against whom enforcement is sought, and then such waiver or consent shall be effective only in the specific instance, and for the purpose, for which given.  Except as otherwise expressly provided herein, no notice to, or demand on Borrower, shall entitle Borrower to any other or future notice or demand in the same, similar or other circumstances.

Section 10.5.          Delay Not a Waiver.  Neither any failure nor any delay on the part of Lender in insisting upon strict performance of any term, condition, covenant or agreement, or exercising any right, power, remedy or privilege hereunder, or under the Note or under any other Loan Document, or any other instrument given as security therefor, shall operate as or constitute a waiver thereof, nor shall a single or partial exercise thereof preclude any other future exercise, or the exercise of any other right, power, remedy or privilege.  In particular, and not by way of limitation, by accepting payment after the due date of any amount payable under this Agreement, the Note or any other Loan Document, Lender shall not be deemed to have waived any right either to require prompt payment when due of all other amounts due under this Agreement, the Note or the other Loan Documents, or to declare a default for failure to effect prompt payment of any such other amount.

Section 10.6.          Notices.  All notices, consents, approvals and requests required or permitted hereunder or under any other Loan Document shall be given in writing and shall be effective for all purposes if hand delivered or sent by (a) certified or registered United States mail, postage prepaid, return receipt requested or (b) expedited prepaid delivery service, either commercial or United States Postal Service, with proof of attempted delivery, and by facsimile (with answer back acknowledged), addressed as follows (or at such other address and Person as shall be designated from time to time by any party hereto, as the case may be, in a notice to the other parties hereto in the manner provided for in this Section 10.6):

If to Lender:	Column Financial, Inc.
	11 Madison Avenue
	New York, New York 10010
	Attention: Michael May - Director
	Facsimile No.: (212) 352-8106

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with a copy to:	Column Financial, Inc.
	One Madison Avenue
	New York, New York 10010
	Legal and Compliance Department
	Attention: Casey McCutcheon, Esq.
	Facsimile No.: (917) 326-8433
with a copy to:	Fried, Frank, Harris, Shriver & Jacobson LLP
	One New York Plaza
	New York, New York 10004
	Attention: Jonathan L. Mechanic, Esq.
	Facsimile No.: (212) 859-4000
If to Borrower:	c/o OpBiz, L.L.C.
	3667 Las Vegas Boulevard South
	Las Vegas, Nevada 89109
	Attention: Mark Helm, Esq.
	Facsimile No.: (702) 785-5936
With a copy to:	Greenberg Traurig LLP
	200 Park Avenue
	New York, New York 10166
	Attention: Joseph F. Kishel, Esq.
	Facsimile No.: (212) 801-6400

A notice shall be deemed to have been given:  in the case of hand delivery, at the time of delivery; in the case of registered or certified mail, when delivered or the first attempted delivery on a Business Day; or in the case of expedited prepaid delivery and telecopy, upon the first attempted delivery on a Business Day; or in the case of telecopy, upon sender’s receipt of a machine-generated confirmation of successful transmission after advice by telephone to recipient that a telecopy notice is forthcoming.

Section 10.7.          TRIAL BY JURY.  BORROWER HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH.  THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE.  LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY BORROWER.

Section 10.8.          Headings.  The Article and/or Section headings and the Table of Contents in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

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Section 10.9.          Severability.  Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

Section 10.10.        Preferences.  Lender shall have the continuing and exclusive right to apply or reverse and reapply any and all payments by Borrower to any portion of the obligations of Borrower hereunder.  To the extent Borrower makes a payment or payments to Lender, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or proceeds received, the obligations hereunder or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by Lender.

Section 10.11.        Waiver of Notice.  Borrower hereby expressly waives, and shall not be entitled to, any notices of any nature whatsoever from Lender except with respect to matters for which this Agreement or the other Loan Documents specifically and expressly provide for the giving of notice by Lender to Borrower and except with respect to matters for which Borrower is not, pursuant to applicable Legal Requirements, permitted to waive the giving of notice.

Section 10.12.        Remedies of Borrower.  In the event that a claim or adjudication is made that Lender or its agents have acted unreasonably or unreasonably delayed acting in any case where by law or under this Agreement or the other Loan Documents, Lender or such agent, as the case may be, has an obligation to act reasonably or promptly, Borrower agrees that neither Lender nor its agents shall be liable for any monetary damages, and Borrower’s sole remedies shall be limited to commencing an action seeking injunctive relief or declaratory judgment.  The parties hereto agree that any action or proceeding to determine whether Lender has acted reasonably shall be determined by an action seeking declaratory judgment and injunctive relief as appropriate.

Section 10.13.        Expenses and Indemnity.

(a)           Borrower covenants and agrees to pay or, if Borrower fails to pay, to reimburse, Lender upon receipt of notice from Lender for all reasonable costs and expenses (including reasonable attorneys’ fees and disbursements) incurred by Lender in connection with (i) the preparation, negotiation, execution and delivery of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby and all the costs of furnishing all opinions by counsel for Borrower (including without limitation any opinions requested by Lender and required to be provided by Borrower pursuant to the Loan Documents as to any legal matters arising under this Agreement or the other Loan Documents with respect to the Property); (ii) Borrower’s ongoing performance of and compliance with Borrower’s respective agreements and covenants contained in this Agreement and the other Loan Documents on its part to be performed or complied with after the Closing Date, including, without limitation, confirming compliance with environmental and insurance requirements; (iii) Lender’s ongoing performance and compliance with all agreements and conditions

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contained in this Agreement and the other Loan Documents on its part to be performed or complied with after the Closing Date; (iv) the negotiation, preparation, execution, delivery and administration of any consents, amendments, waivers or other modifications to this Agreement and the other Loan Documents and any other documents or matters requested by Lender; (v) securing Borrower’s compliance with any requests made pursuant to the provisions of this Agreement and the other Loan Documents; (vi) the filing and recording fees and expenses, title insurance and reasonable fees and expenses of counsel for providing to Lender all required legal opinions, and other similar expenses incurred in creating and perfecting the Liens in favor of Lender pursuant to this Agreement and the other Loan Documents; (vii) enforcing or preserving any rights, either in response to third party claims or in prosecuting or defending any action or proceeding or other litigation, in each case against, under or affecting Borrower, this Agreement, the other Loan Documents, the Property, or any other security given for the Loan; and (viii) enforcing any obligations of or collecting any payments due from Borrower under this Agreement, the other Loan Documents or with respect to the Property or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or of any insolvency or bankruptcy proceedings; provided, that Borrower shall not be liable for the payment of any such costs and expenses to the extent the same arise by reason of the gross negligence, illegal acts, fraud or willful misconduct of Lender or the breach by Lender of this Agreement or any other Loan Documents.

(b)           Borrower shall indemnify, defend and hold harmless Lender, Lender’s Affiliates and their respective officers, directors, agents, employees (and the successors and assigns of the foregoing) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for Lender in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto), that may be imposed on, incurred by, or asserted against Lender in any manner relating to or arising out of the making or holding or enforcement of the Loan, including, but not limited to (i) any breach by Borrower of its obligations under, or any misrepresentation by Borrower contained in, this Agreement or the other Loan Documents, or (ii) the use or intended use of the proceeds of the Loan (collectively, the “Indemnified Liabilities”); provided, that Borrower shall not have any obligation to Lender hereunder to the extent such Indemnified Liabilities arise by reason of the gross negligence, illegal acts, fraud or willful misconduct of Lender.  To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.

(c)           Borrower covenants and agrees to pay for or, if Borrower fails to pay, to reimburse Lender for, any fees and expenses incurred by any Rating Agency in connection with any Rating Agency review of the Loan, the Loan Documents or any transaction contemplated thereby or any consent, approval, waiver or confirmation obtained from such Rating Agency pursuant to the terms and conditions of this Agreement or any other Loan Document by reason of a Borrower request and Lender shall be entitled to require payment of such fees and expenses as a condition precedent to the obtaining of any such consent, approval, waiver or confirmation.

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Section 10.14.        Schedules Incorporated.  The Schedules annexed hereto are hereby incorporated herein as a part of this Agreement with the same effect as if set forth in the body hereof.

Section 10.15.        Offsets, Counterclaims and Defenses.  Any assignee of Lender’s interest in and to this Agreement, the Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by Borrower.

Section 10.16.        No Joint Venture or Partnership.  Borrower and Lender intend that the relationships created hereunder and under the other Loan Documents be solely that of borrower and lender.  Nothing herein or therein is intended to create a joint venture, partnership, tenancy-in-common, or joint tenancy relationship between Borrower and Lender nor to grant Lender any interest in the Property other than that of mortgagee, beneficiary or lender.

Section 10.17.        No Third Party Beneficiaries.  This Agreement and the other Loan Documents are solely for the benefit of Lender and Borrower and nothing contained in this Agreement or the other Loan Documents shall be deemed to confer upon anyone other than Lender and Borrower any right to insist upon or to enforce the performance or observance of any of the obligations contained herein or therein.  All conditions to the obligations of Lender to make the Loan hereunder are imposed solely and exclusively for the benefit of Lender and no other Person shall have standing to require satisfaction of such conditions in accordance with their terms or be entitled to assume that Lender will refuse to make the Loan in the absence of strict compliance with any or all thereof and no other Person shall under any circumstances be deemed to be a beneficiary of such conditions, any or all of which may be freely waived in whole or in part by Lender if, in Lender’s sole discretion, Lender deems it advisable or desirable to do so.

Section 10.18.        Publicity.  All news releases, publicity or advertising by Borrower or their Affiliates through any media intended to reach the general public which refers to the Loan Documents or the financing evidenced by the Loan Documents, to Lender, Credit Suisse, or any of their Affiliates shall be subject to the prior approval of Lender (excluding any such disclosure which Borrower or any of its Affiliates is required to make by applicable law to the extent so required thereunder).

Section 10.19.        Waiver of Marshalling of Assets.  To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Borrower, Borrower’s partners and others with interests in Borrower, and of the Property, or to a sale in inverse order of alienation in the event of foreclosure of the Security Instrument, and agrees not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Property for the collection of the Debt without any prior or different

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resort for collection or of the right of Lender to the payment of the Debt out of the net proceeds of the Property in preference to every other claimant whatsoever.

Section 10.20.        Waiver of Counterclaim.  Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by Lender or its agents.

Section 10.21.        Conflict; Construction of Documents; Reliance.  In the event of any conflict between the provisions of this Loan Agreement and any of the other Loan Documents, the provisions of this Loan Agreement shall control.  The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same.  Borrower acknowledges that, with respect to the Loan, Borrower shall rely solely on its own judgment and advisors in entering into the Loan without relying in any manner on any statements, representations or recommendations of Lender or any parent, subsidiary or Affiliate of Lender.  Lender shall not be subject to any limitation whatsoever in the exercise of any rights or remedies available to it under any of the Loan Documents or any other agreements or instruments which govern the Loan by virtue of the ownership by it or any parent, subsidiary or Affiliate of Lender of any equity interest any of them may acquire in Borrower, and Borrower hereby irrevocably waives the right to raise any defense or take any action on the basis of the foregoing with respect to Lender’s exercise of any such rights or remedies.  Borrower acknowledges that Lender engages in the business of real estate financings and other real estate transactions and investments which may be viewed as adverse to or competitive with the business of Borrower or its Affiliates.

Section 10.22.        Brokers and Financial Advisors.

(a)           Borrower hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement.  Borrower hereby agrees to indemnify, defend and hold Lender harmless from and against any and all claims, liabilities, costs and expenses of any kind (including reasonable attorneys’ fees and expenses) in any way relating to or arising from a claim by any Person that such Person acted on behalf of Borrower or its Affiliates in connection with the transactions contemplated herein.  The provisions of this Section 10.22 shall survive the expiration and termination of this Agreement and the payment of the Debt.

(b)           Lender hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement.  Lender hereby agrees to indemnify, defend and hold Lender harmless from and against any and all claims, liabilities, costs and expenses of any kind (including reasonable attorneys’ fees and expenses) in any way relating to or arising from a claim by any Person that such Person acted on behalf of Lender in connection with the transactions contemplated herein.  The provisions of this Section 10.22 shall survive the expiration and termination of this Agreement and the payment of the Debt.

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Section 10.23.        Prior Agreements.  This Agreement and the other Loan Documents contain the entire agreement of the parties hereto and thereto in respect of the transactions contemplated hereby and thereby, and all prior agreements among or between such parties, whether oral or written, are superseded by the terms of this Agreement and the other Loan Documents.

Section 10.24.        Certain Additional Rights of Lender (VCOC).  Notwithstanding anything to the contrary contained in this Agreement, Lender shall have: (a) the right to routinely consult with and advise Borrower’s management regarding the significant business activities and business and financial developments of Borrower (provided that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances), which consultation meetings should occur on a regular basis (no less frequently than quarterly) with Lender having the right to call special meetings at any reasonable times and upon reasonable advance notice; (b) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower at any reasonable times upon reasonable notice; (c) the right, in accordance with the terms of this Agreement, including, without limitation, Section 5.1.11, to receive monthly, quarterly and year end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness; and (d) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower of any other significant property (other than personal property required for the day to day operation of the Property).  The rights described above in this Section 10.24 may be exercised by any entity which owns and Controls, directly or indirectly, substantially all of the interests in Lender.

Section 10.25.        Future Funding and Assignment.  Borrower hereby acknowledges that Lender intends to transfer the Note and the other Loan Documents to one or more special purpose entities in one or more transactions (collectively, with their respective successors, assigns and beneficiaries, the “Trust”) in connection with the issuance of securities.  In connection with such transfer, it is intended that a participation agreement will be executed and delivered pursuant to which (i) senior participation interests will be created representing a portion of the principal amount of the Note previously advanced, and (ii) junior participation interests (the “Junior Participations”) representing both funded portions of the Note and all future funding obligations under the Note.  The Junior Participations will transferred to third parties (in such capacity, the “Junior Holders”). The documentation associated with the Note obligates Lender to make future advances of funds to Borrower with respect to the Property (such obligation, the “Future Funding Obligations”).  Lender will not transfer the Future Funding Obligations to the Trust, but instead to the Junior Holders.  By its execution and delivery of this Agreement and its acceptance of the Loan on the date hereof in accordance with the terms hereof, Borrower hereby acknowledges, confirms and agrees that; (i) the Note will be transferred to the Trust; (ii) Junior Participations will be transferred to the Junior Holders; (iii) from and after the date of transfer to the Junior Holders, the Future Funding Obligations will be solely the obligation of the applicable Junior Holders, on the same terms and conditions specified in the Note and the related Loan Documents; and (iv) Borrower will not have any right of offset or other claim against any Trust (or its assigns or beneficiaries) as holder of the Note or any interest therein in connection with the Future Funding Obligations or against any Junior Holder, other than with respect to the Future Funding Obligations associated with its Junior Participation.

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Section 10.26.        Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which counterparts together shall constitute one agreement with the same effect as if the parties had signed the same signature page.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives, all as of the day and year first above written.

BORROWER:

OPBIZ:

OPBIZ, L.L.C., a Nevada limited liability company

By:

Name:

Title:

FEE OWNER:

PH FEE OWNER LLC, a Delaware limited liability company

By:

Name:

Title:

LENDER:

COLUMN FINANCIAL, INC.,

a Delaware corporation

By:

Name:

Title:

EX-10.32

Exhibit 10.32

Assessor’s Parcel No.: 162-21-210-003;

162-21-210-004;

162-21-210-005

PREPARED BY AND UPON
RECORDATION RETURN TO:

Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004

MAIL TAX STATEMENTS TO:

PH Fee Owner LLC

3667 Las Vegas Blvd. South

Las Vegas, Nevada  89109

Attention:  Controller

SPACE ABOVE THIS LINE RESERVED FOR RECORDER’S USE

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

made by

PH FEE OWNER LLC

and

OPBIZ, L.L.C.
collectively, as Trustor

to

FIRST AMERICAN TITLE INSURANCE COMPANY,
as Trustee, for the benefit of

COLUMN FINANCIAL, INC.,
as Beneficiary

Dated as of November 30, 2006

TABLE OF CONTENTS

ARTICLE I.                      GRANTS OF SECURITY

Section 1.1.	Granting Clause
Section 1.2.	Assignment of Rents
Section 1.3.	Security Agreement
Section 1.4.	Fixture Filing
Section 1.5.	Pledges of Monies Held

ARTICLE II.                     DEBT AND OBLIGATIONS SECURED

Section 2.1.	Debt
Section 2.2.	Other Obligations
Section 2.3.	Debt and Other Obligations

ARTICLE III.                    TRUSTOR COVENANTS

Section 3.1.	Payment of Debt
Section 3.2.	Incorporation by Reference
Section 3.3.	Insurance
Section 3.4.	Maintenance of Property
Section 3.5.	Waste
Section 3.6.	Payment for Labor and Materials
Section 3.7.	Performance of Other Agreements
Section 3.8.	Change of Name, Identity, Structure or Location; Subjection to Other Security Agreements; Locations of Places of Business and Chief Executive Office
Section 3.9.	Title
Section 3.10.	No Consents or Other Filings
Section 3.11.	Examination of Books and Records

ARTICLE IV.                    OBLIGATIONS AND RELIANCES

Section 4.1.	Relationship of Trustor and Beneficiary
Section 4.2.	No Reliance on Beneficiary
Section 4.3.	No Beneficiary Obligations
Section 4.4.	Reliance
Section 4.5.	Liens Absolute
Section 4.6.	Continuing Liability of Trustor

ARTICLE V.                     FURTHER ASSURANCES

Section 5.1. Recording of Security Instrument, etc

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Section 5.2.	Further Acts, etc
Section 5.3.	Changes in Tax, Debt, Credit and Documentary Stamp Laws
Section 5.4.	Severing of Mortgage
Section 5.5.	Replacement Documents

ARTICLE VI.                    DUE ON SALE/ENCUMBRANCE

Section 6.1.	Beneficiary Reliance
Section 6.2.	No Sale/Encumbrance

ARTICLE VII.                  RIGHTS AND REMEDIES UPON DEFAULT

Section 7.1.	Remedies
Section 7.2.	Limitation on Duty of Beneficiary in Respect of Collateral
Section 7.3.	Application of Proceeds
Section 7.4.	Right to Cure Defaults
Section 7.5.	Actions and Proceedings
Section 7.6.	Recovery of Sums Required To Be Paid
Section 7.7.	Other Rights, Etc
Section 7.8.	Right to Release Any Portion of the Property
Section 7.9.	Violation of Laws
Section 7.10.	Recourse and Choice of Remedies
Section 7.11.	Right of Entry
Section 7.12.	General Authority
Section 7.13.	Nevada Foreclosure
Section 7.14.	Limitation on Foreclosure

ARTICLE VIII.                 INDEMNIFICATION

Section 8.1.	General Indemnification
Section 8.2.	Mortgage and/or Intangible Tax
Section 8.3.	ERISA Indemnification
Section 8.4.	Duty to Defend; Attorneys’ Fees and Other Fees and Expenses

ARTICLE IX.                   WAIVERS

Section 9.1.	Waiver of Counterclaim
Section 9.2.	Marshalling and Other Matters
Section 9.3.	Waiver of Notice
Section 9.4.	Waiver of Statute of Limitations
Section 9.5.	Survival

ARTICLE X.                     EXCULPATION

ARTICLE XI.                   NOTICES

ARTICLE XII.                  APPLICABLE LAW

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Section 12.1.	Governing Law
Section 12.2.	Usury Laws
Section 12.3.	Provisions Subject to Applicable Law

ARTICLE XIII.                 DEFINITIONS

ARTICLE XIV.                 MISCELLANEOUS PROVISIONS

Section 14.1.	No Oral Change
Section 14.2.	Successors and Assigns
Section 14.3.	Inapplicable Provisions
Section 14.4.	Headings, etc
Section 14.5.	Number and Gender
Section 14.6.	Subrogation
Section 14.7.	Entire Agreement
Section 14.8.	Limitation on Beneficiary’s Responsibility
Section 14.9.	Appointment of Collateral Agent
Section 14.10.	Counterparts; Effectiveness
Section 14.11.	Joint and Several Liability
Section 14.12.	Intentionally Omitted.
Section 14.13.	Other Collateral
Section 14.14.	Waiver of Appraisement, Valuation, Stay, Extension and Redemption Laws
Section 14.15.	Suits to Protect the Mortgaged Property
Section 14.16.	Waiver of Trial by Jury
Section 14.17.	Substitution of Trustee

ARTICLE XV.                  STATE-SPECIFIC PROVISIONS

Section 15.1.	Principles of Construction
Section 15.2.	Waivers
Section 15.3.	Incorporated Statutory Provisions
Section 15.4.	Gaming Matters
Section 15.5.	Security Agreement
Section 15.6.	Future Advances
Section 15.7.	Additional Event of Default

Exhibit A                           Legal Description

Exhibit B                           Additional Definitions

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DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS, FINANCING STATEMENT AND FIXTURE FILING (this “Security Instrument”), dated as of November 30, 2006, made by PH FEE OWNER LLC, a Delaware limited liability company, and OPBIZ, L.L.C., a Nevada limited liability company, each having its principal place of business c/o OPBIZ, L.L.C., 3667 Las Vegas Blvd. South, Las Vegas, Nevada 89109, collectively as trustor (collectively, “Trustor”), to FIRST AMERICAN TITLE INSURANCE COMPANY, a New York corporation, having its principal place of business at 633 Third Avenue, New York, NY 10017, as trustee (“Trustee”), for the benefit of COLUMN FINANCIAL, INC., a Delaware corporation, having an address at 11 Madison Avenue, New York, New York 10010, as beneficiary (“Beneficiary”).

W I T N E S S E T H:

WHEREAS, this Security Instrument is given to secure a loan (the “Loan”) in the maximum principal sum of up to Eight Hundred and Twenty Million and No/100 Dollars ($820,000,000) advanced pursuant to that certain Loan Agreement, dated as of the date hereof, between Trustor, as borrower, and Beneficiary, as lender (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “Loan Agreement”; capitalized terms not otherwise defined herein or in Exhibit B attached hereto and made part hereof shall have the respective meanings specified in the Loan Agreement) and evidenced by that certain Promissory Note, dated the date hereof, made by Trustor in favor of Beneficiary (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “Note”);

WHEREAS, Trustor desires to secure the payment of the Debt and the performance of all of its obligations under the Note, the Loan Agreement and the other Loan Documents (as herein defined); and

WHEREAS, this Security Instrument is given pursuant to the Loan Agreement, and payment, fulfillment, and performance by Trustor of its obligations thereunder and under the other Loan Documents are secured hereby, and each and every term and provision of the Loan Agreement, the Note, and that certain Assignment of Leases and Rents of even date herewith made by Trustor in favor of Beneficiary delivered in connection with this Security Instrument (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “Assignment of Leases”), including the rights, remedies, obligations, covenants, conditions, agreements, indemnities, representations and warranties of the parties therein, are hereby incorporated by reference herein as though set forth in full and shall be considered a part of this Security Instrument (the Loan Agreement, the Note, this Security Instrument, the Assignment of Leases and Rents and all other documents evidencing or securing the Debt or executed or delivered in connection therewith, are referred to collectively as the “Loan Documents”).

NOW THEREFORE, in consideration of the premises and the mutual conditions contained herein, including Beneficiary’s entering into the Loan Agreement, the receipt and legal sufficiency of which are hereby expressly acknowledged by all parties, to secure full and complete payment and performance of the Loan, including, without limitation, Trustor’s

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performance of Trustor’s obligations under the Note, the Loan Agreement and the other Loan Documents:

ARTICLE I.
GRANTS OF SECURITY

Section 1.1.            Granting Clause.  Trustor does hereby irrevocably grant, bargain, pledge, deed, mortgage, warrant, sell, transfer, assign, and convey unto Trustee, its successors and assigns, IN TRUST for the benefit of Beneficiary, and their respective successors and assigns forever, WITH POWER OF SALE AND RIGHT OF ENTRY AND POSSESSION, subject only to those matters constituting Permitted Encumbrances under the Loan Agreement, property, rights, interests and estates now owned, or hereafter acquired by Trustor and all of Trustor’s right, title and interest, now owned or hereafter acquired, in and to the following described properties and interests and all replacements or substitutes therefor and all products and proceeds thereof, and accessions thereto, and whether held to be real or personal property, tangible or intangible (collectively, the “Property”):

(a)           Land.  The real property described in Exhibit A attached hereto and made a part hereof (the “Land”);

(b)           Additional Land.  All additional lands, estates and development rights hereafter acquired by Trustor for use in connection with the Land and the development of the Land and all additional lands and estates therein which may, from time to time, by supplemental mortgage or otherwise, be expressly made subject to the lien of this Security Instrument;

(c)           Improvements.  The buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter erected or located on the Land (collectively, the “Improvements”);

(d)           Easements.  All easements, rights-of-way or use, rights, strips and gores of land, streets, ways, alleys, passages, sewer rights, water, water courses, water rights and powers, water permits, oil, gas, and other mineral rights, air rights and development rights, and all estates, leasehold interests, rights, titles, interests, powers, privileges, liberties, servitudes, tenements, hereditaments and appurtenances of any nature whatsoever, in any way now or hereafter belonging, relating or pertaining to the Land and the Improvements (or benefiting same) and the reversions and remainders, and all land lying in the bed of any street, road or avenue, opened or proposed, in front of or adjoining the Land, to the center line thereof and all the estates, rights, titles, interests, rights of dower, rights of curtesy, property, possession, claim and demand whatsoever, both at law and in equity, of Trustor of, in and to the Land and the Improvements and every part and parcel thereof, with the appurtenances thereto;

(e)           Equipment.  All “equipment,” as such term is defined in Article 9 of the Uniform Commercial Code, now owned or hereafter acquired by Trustor, which is used at or in connection with the Improvements or the Land or is located thereon or therein (including, but not limited to, all machinery, equipment, furnishings, and electronic data-processing and other office equipment now owned or hereafter acquired by Trustor and any and all additions, substitutions

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and replacements of any of the foregoing), together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto (collectively, the “Equipment”);

(f)            Fixtures.  All Equipment now owned, or the ownership of which is hereafter acquired, by Trustor which is so related to the Land and Improvements forming part of the Property that it is deemed fixtures or real property under the law of the State of Nevada, including, without limitation, all building or construction materials intended for construction, reconstruction, alteration or repair of or installation on the Property, construction equipment, appliances, machinery, plant equipment, fittings, apparatuses, fixtures and other items now or hereafter attached to, installed in or used in connection with (temporarily or permanently) any of the Improvements or the Land, including, but not limited to, engines, devices for the operation of pumps, pipes, plumbing, call and sprinkler systems, fire extinguishing apparatuses and equipment, heating, ventilating, incinerating, electrical, air conditioning and air cooling equipment and systems, gas and electric machinery, appurtenances and equipment, pollution control equipment, security systems, disposals, dishwashers, refrigerators and ranges, recreational equipment and facilities of all kinds, and water, gas, electrical, storm and sanitary sewer facilities, utility lines and equipment (whether owned individually or jointly with others, and, if owned jointly, to the extent of Trustor’s interest therein) and all other utilities whether or not situated in easements, all water tanks, water supply, water power sites, fuel stations, fuel tanks, fuel supply, and all other structures, together with all accessions, appurtenances, additions, replacements, betterments and substitutions for any of the foregoing and the proceeds thereof (collectively, the “Fixtures”).

(g)           Personal Property.  All furniture, furnishings, Gaming Equipment, objects of art, machinery, goods, tools, supplies, appliances, general intangibles, contract rights, accounts, accounts receivable, franchises, licenses, certificates and permits, and all other personal property of any kind or character whatsoever as defined in and subject to the provisions of the Uniform Commercial Code, whether tangible or intangible, other than Fixtures, which are now or hereafter owned by Trustor and which are located within or about the Land or the Improvements, together with all accessories, replacements and substitutions thereto or therefor and the proceeds thereof (collectively, the “Personal Property”), and the right, title and interest of Trustor in and to any of the Personal Property which may be subject to any security interests (as defined in the Uniform Commercial Code) superior in lien to the lien of this Security Instrument, and all proceeds and products of the above;

(h)           Leases and Rents.  All leases, subleases or subsubleases, lettings, licenses, concessions or other agreements (whether written or oral) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of the Land and the Improvements, and every modification, amendment or other agreement relating to such leases, subleases, subsubleases, or other agreements entered into in connection with such leases, subleases, subsubleases, or other agreements and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto, heretofore or hereafter entered into), including, without limitation, (i) that certain Lease Agreement dated as of the date hereof, between Fee Owner, as lessor, and OpBiz, as lessee for the Hotel Component (as defined in the Loan Agreement) and (ii) that certain Lease Agreement, dated as of the date hereof, between Fee Owner, as lessor, and OpBiz, as lessee for the Casino Component (as defined in the Loan Agreement) (collectively, the “Leases”), whether

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before or after the filing by or against Trustor of any petition for relief under 11 U.S.C. § 101 et seq., as the same may be amended from time to time (the “Bankruptcy Code”), and all right, title and interest of Trustor, its successors and assigns therein and thereunder, including, without limitation, cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, revenues, issues and profits (including all oil and gas or other mineral royalties and bonuses) from the Land and the Improvements whether paid or accruing before or after the filing by or against Trustor of any petition for relief under the Bankruptcy Code (collectively, the “Rents”) and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Debt;

(i)            Condemnation Awards.  All Awards which may heretofore and hereafter be made with respect to the Property, whether from the exercise of the right of eminent domain (including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of the right), or for a change of grade, or for any other injury to or decrease in the value of the Property;

(j)            Insurance Proceeds.  All Insurance Proceeds in respect of the Property under any Policies covering the Property, including, without limitation, the right to receive and apply the proceeds of any Policies, judgments, or settlements made in lieu thereof, in connection with a Casualty to the Property;

(k)           Tax Certiorari.  All refunds, rebates or credits in connection with reduction in Taxes or Other Charges charged against the Property;

(l)            Conversion.  All proceeds of the conversion, voluntary or involuntary, of any of the foregoing including, without limitation, Insurance Proceeds and Awards, into cash or liquidation claims;

(m)          Rights.  The right, in the name and on behalf of Trustor, to appear in and defend any action or proceeding brought with respect to the Property and to commence any action or proceeding to protect the interest of Beneficiary in the Property;

(n)           Agreements.  All agreements, contracts, certificates, instruments, franchises, permits, licenses, plans, specifications and other documents, now or hereafter entered into, and all rights therein and thereto, respecting or pertaining to the use, occupation, construction, management or operation of the Land and any part thereof or any Improvements or any business or activity conducted in, at or on the Land and any part thereof or any Improvements and all right, title and interest of Trustor therein and thereunder, including, without limitation, the right, upon the happening of any default hereunder, to receive and collect any sums payable to Trustor thereunder;

(o)           Intellectual Property.  All Trademark Collateral, Copyright Collateral, goodwill, books and records and all other General Intangibles relating to or used in connection with the ownership, management, operation, maintenance or renovation of the Property;

(p)           Accounts.  All reserves, escrows, deposit accounts and securities accounts established or maintained with respect to the Property, including, without limitation, the Lockbox Account, the Cash Management Account (and all sub-accounts thereof) and the Reserve Funds and all other accounts established or maintained pursuant to the Loan Agreement

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(collectively, “Accounts”); together with all deposits or wire transfers made or credited to such accounts and all cash, checks, drafts, certificates, securities, securities entitlements, investment property, financial assets, instruments and other property held therein or credited thereto from time to time and all proceeds, products, distributions or dividends or substitutions thereon and thereof;

(q)           Interest Rate Cap Agreement.  The Interest Rate Cap Agreement, including, but not limited to, all “accounts”, “chattel paper”, “general intangibles” and “investment property” (as such terms are defined in the Uniform Commercial Code) constituting or relating to the foregoing; and all products and proceeds of any of the foregoing; and

(r)            Other Rights.  Any and all other rights of Trustor in and to the items set forth in paragraphs (a) through (q) above.

AND without limiting any of the other provisions of this Security Instrument, Trustor hereby expressly grants to Beneficiary, as secured party, a security interest in the portion of the Property which is or may be subject to the provisions of the Uniform Commercial Code which are applicable to secured transactions; it being understood and agreed that the Improvements and Fixtures are part and parcel of the Land (the Land, the Improvements and the Fixtures collectively referred to as the “Real Property”) appropriated to the use thereof and, whether affixed or annexed to the Real Property or not, shall for the purposes of this Security Instrument be deemed conclusively to be real estate and mortgaged hereby.

Section 1.2.            Assignment of Rents.  Trustor hereby absolutely and unconditionally assigns to Beneficiary all of Trustor’s right, title and interest in and to all current and future Leases and Rents; it being intended by Trustor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only.  Nevertheless, subject to the terms of the Assignment of Leases and Section 7.1(h) of this Security Instrument, Beneficiary grants to Trustor a revocable license to collect, receive, use and enjoy the Rents, and Trustor shall hold the Rents, or a portion thereof sufficient to discharge all current sums due on the Debt, for use in the payment of such sums.

Section 1.3.            Security Agreement.  This Security Instrument is both a real property mortgage and a “security agreement” within the meaning of the Uniform Commercial Code.  The Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Trustor in the Property.  Trustor hereby expressly grants to Beneficiary, as security for the Obligations (hereinafter defined), a security interest in the Fixtures, the Equipment, the Personal Property, the Accounts and any other Property (to the extent such other Property is not real property) to the full extent that the Fixtures, the Equipment, the Personal Property, the Accounts and any other Property (to the extent such other Property is not real property) may be subject to the Uniform Commercial Code (said portion of the Property so subject to the Uniform Commercial Code and not constituting real property being called the “Collateral”).  If an Event of Default shall occur and be continuing, Beneficiary, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as

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Beneficiary may deem necessary for the care, protection and preservation of the Collateral.  Upon request or demand of Beneficiary after the occurrence and during the continuance of an Event of Default, Trustor shall, at its expense, assemble the Collateral and make it available to Beneficiary at a convenient place (at the Land if tangible property) reasonably acceptable to Beneficiary.  Trustor shall pay to Beneficiary on demand any and all expenses, including reasonable legal expenses and attorneys’ fees, incurred or paid by Beneficiary in protecting its interest in the Collateral and in enforcing its rights hereunder with respect to the Collateral after the occurrence and during the continuance of an Event of Default.  Any notice of sale, disposition or other intended action by Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least 10 business days prior to such action, shall, except as otherwise provided by applicable law, constitute reasonable notice to Trustor.  The proceeds of any disposition of the Collateral, or any part thereof, may, except as otherwise required by applicable law, be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper.  Trustor hereby warrants that Trustor’s (debtor’s) principal place of business and state of organization are as set forth on page one hereof.  The address of Beneficiary (secured party) is as set forth on page one hereof.

Section 1.4.            Fixture Filing.  This Security Instrument constitutes and shall be effective as Financing Statement filed as a fixture filing from the date of recording under Sections 104.9334 and 104.9502 of the Nevada Uniform Commercial Code (the “UCC”).  For such purposes, (i) the “debtor” is Trustor and its address is the address given for it in the initial paragraph of this Security Instrument; (ii) the “secured party” is Beneficiary, and its address for the purpose of obtaining information is the address given for it in the initial paragraph of this Security Instrument; (iii) the real estate to which the fixtures are or are to become attached is Trustor’s interest in the Real Property and is legally described in Exhibit A attached hereto; and (iv) the record owner of such real estate is Trustor.

Section 1.5.            Pledges of Monies Held.  Without limiting the generality of the foregoing, Trustor hereby pledges to Beneficiary any and all monies now or hereafter held by Beneficiary or on behalf of Beneficiary, including, without limitation, any sums deposited in the Lockbox Account, the Cash Management Account, the Reserve Funds and Net Proceeds, as additional security for the Obligations until expended or applied as provided in this Security Instrument.

CONDITIONS TO GRANT

TO HAVE AND TO HOLD the Property, together with all and singular the rights, hereditaments and appurtenances in anywise appertaining or belonging thereto, unto Trustee and its successors and assigns, in trust for the benefit of Beneficiary hereinafter set forth, forever,

ARTICLE II.
DEBT AND OBLIGATIONS SECURED

Section 2.1.            Debt.  This Security Instrument and the grants, assignments and transfers made in Article 1 are given for the purpose of securing the full and timely payment of the Debt (including, without limitation, any interest which accrues after the commencement of any bankruptcy or insolvency proceeding with respect to Trustor, whether or not allowed or allowable as a claim under any bankruptcy or insolvency proceeding).

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Section 2.2.            Other Obligations.  This Security Instrument and the grants, assignments and transfers made in Article 1 are also given for the purpose of securing the full and timely payment and performance of the following (collectively, the “Other Obligations”):

(a)           the performance of all other obligations of Trustor contained herein;

(b)           the performance of each obligation of Trustor contained in the Loan Agreement and any other Loan Document; and

(c)           the performance of each obligation of Trustor contained in any renewal, extension, amendment, modification, consolidation, change of, or substitution or replacement for, all or any part of the Note, the Loan Agreement or any other Loan Document.

Section 2.3.            Debt and Other Obligations.  Trustor’s obligations for the payment of the Debt and the payment and performance of the Other Obligations (including, without limitation, any interest which accrues after the commencement of any bankruptcy or insolvency proceeding with respect to Trustor, whether or not allowed or allowable as a claim under any bankruptcy or insolvency proceeding), in each case whether now or hereafter due, owing or incurred in any manner, whether direct or indirect, actual or contingent, whether incurred solely or jointly with any other Person and whether as principal or surety (and including all liabilities in connection with any notes, bills or other instruments accepted by Beneficiary in connection therewith), together in each case with all renewals, modifications, consolidations or extensions thereof, shall be referred to collectively herein as the “Obligations”.

ARTICLE III.
TRUSTOR COVENANTS

Trustor represents, warrants, covenants and agrees that:

Section 3.1.            Payment of Debt.  Trustor will pay the Debt at the time and in the manner provided in the Loan Agreement, the Note and this Security Instrument.

Section 3.2.            Incorporation by Reference.  All the covenants, conditions and agreements contained in (a) the Loan Agreement, (b) the Note and (c) all and any of the other Loan Documents, are hereby made a part of this Security Instrument to the same extent and with the same force as if fully set forth herein.

Section 3.3.            Insurance.  Trustor shall obtain and maintain, or cause to be maintained, in full force and effect at all times insurance with respect to Trustor and the Property as required pursuant to the Loan Agreement.

Section 3.4.            Maintenance of Property.  Trustor shall cause the Property to be maintained in a good and safe condition and repair.  The Improvements, the Fixtures, the Equipment and the Personal Property shall not be removed, demolished or materially altered (except for normal replacement of the Fixtures, the Equipment or the Personal Property, tenant finish and refurbishment of the Improvements) without the consent of Beneficiary or as otherwise permitted pursuant to the Loan Agreement.  Trustor shall promptly repair, replace or rebuild any part of the Property which may be destroyed by any Casualty or become damaged,

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worn or dilapidated or which may be affected by any Condemnation, and shall complete and pay for any structure at any time in the process of construction or repair on the Land.

Section 3.5.            Waste.  Trustor shall not commit or suffer any waste of the Property or make any change in the use of the Property which will in any way materially increase the risk of fire or other hazard arising out of the operation of the Property, or take any action that might invalidate or allow the cancellation of any Policy, or do or permit to be done thereon anything that may in any way materially impair the value of the Property or the security of this Security Instrument.  Trustor will not, without the prior written consent of Beneficiary, permit any drilling or exploration for or extraction, removal, or production of any minerals from the surface or the subsurface of the Land, regardless of the depth thereof or the method of mining or extraction thereof.

Section 3.6.            Payment for Labor and Materials.  (a)  Subject to the provisions of Section 5.2.2 of the Loan Agreement and Section 3.6(b) below, Trustor will promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials (“Labor and Material Costs”) incurred in connection with the Property and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof except for the Permitted Encumbrances.  Trustor shall record (and cause all of those claiming by, through or under Trustor, to record) notices of no-responsibility and take (and cause to be taken) such further measures as are required under NRS§§ 108.234, 2403 and 2407 to prevent liens from attaching to the Property as a result of any labor performed at or materials supplied to the Property.

(b)           After prior written notice to Beneficiary, Trustor, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs; provided, that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, (ii) Trustor is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Trustor and from the Property or Trustor shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Trustor is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, and (vi) Trustor shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Beneficiary, to insure the payment of any contested Labor and Material Costs, together with all interest and penalties thereon.

Section 3.7.            Performance of Other Agreements.  Trustor shall observe and perform each and every term, covenant and provision to be observed or performed by Trustor pursuant to the Loan Agreement, any other Loan Document and any other agreement or recorded instrument affecting or pertaining to the Property and any amendments, modifications or changes thereto.

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Section 3.8.            Change of Name, Identity, Structure or Location; Subjection to Other Security Agreements; Locations of Places of Business and Chief Executive Office.  Trustor shall not change its name, identity (including its trade name or names), structure or location (determined as provided in Section 9-307 of the UCC) in any manner, and shall not become bound, as provided in Section 9-203(d) of the UCC, by a security agreement entered into by another Person, in each case unless it shall have given Beneficiary not less than 30 days’ prior notice thereof.  Trustor shall not in any event change the location of its place or places of business, its chief executive office or any Collateral or its name, identity, structure or location (determined as provided in Section 9-307 of the UCC), or become bound, as provided in Section 9-203(d) of the UCC, by a security agreement entered into by another Person, if such change would cause the Security Interests in any Collateral to lapse or cease to be perfected unless Trustor has taken on or before the date of lapse all actions necessary to ensure that the Security Interests in the Collateral does not lapse or cease to be perfected.

Section 3.9.            Title.  Trustor has good, marketable and insurable fee simple title to the real property comprising part of the Property, and Trustor is the beneficial owner of and has good title to the balance of such Property, in each case free and clear of all Liens whatsoever except Permitted Encumbrances.  The Permitted Encumbrances in the aggregate do not materially and adversely affect the value, operation or use of the Property or Trustor’s ability to repay the Loan.  Other than this Security Instrument, financing statements or other similar or equivalent documents or instruments with respect to the security interests purported to be granted hereby (the “Security Interests”) and Permitted Encumbrances, no financing statement, deed of trust, security agreement or similar or equivalent document or instrument covering all or any part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a Lien on such Collateral.  The Collateral is not in the possession or control of any Person asserting any claim thereto or security interest therein, except that Beneficiary or its nominee, custodian or a securities intermediary acting on its behalf may have possession and/or control of the Collateral as contemplated hereby.  This Security Instrument, when properly recorded in the appropriate records, together with any Uniform Commercial Code financing statements required to be filed in connection therewith and the Account Control Agreement, will create (a) a valid, perfected first priority Lien on the Property, subject only to Permitted Encumbrances and (b) a valid perfected first priority security interest in and to, and a valid perfected first priority collateral assignment of, all Collateral, all in accordance with the terms hereof and thereof, in each case subject only to any applicable Permitted Encumbrances.  There are no claims for payment for work, labor or materials affecting the Property which are past due and are or may become a Lien prior to, or of equal priority with, the Liens created by the Loan Documents unless such claims for payments are being contested in accordance with the terms and conditions of this Security Instrument.  Trustor is not and will not become a party to or otherwise be bound by any agreement, other than this Security Instrument, which restricts in any manner the rights of Beneficiary or any other present or future holder of the Collateral with respect thereto.

Section 3.10.          No Consents or Other Filings.  No consent of any other Person (including, without limitation, any member or creditor of Trustor or any of its subsidiaries) and no order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any Governmental Authority is required to be obtained by Trustor in connection with the execution, delivery or performance of this Security Instrument, or to perfect or maintain

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the perfection and intended priority of the Liens and Security Interests of this Security Instrument, except for (a) any such order, consent, approval, license or authorization which has been obtained prior to the date hereof, (b) recordation of this Security Instrument in the Clark County Recorder’s Office (c) filing of a UCC-1 Financing Statement with the office of the Secretary of State of the State of Delaware and (d) the filing of a UCC-1 Financing Statement with the office of the Secretary of State of Nevada.  No such order, consent, approval, license, authorization, validation, filing, recording, registration or exemption is required to be obtained by Trustor in connection with the exercise of the rights and remedies of Beneficiary pursuant to this Security Instrument, except as may be required in connection with the disposition of the Collateral by laws affecting the offering and sale of securities generally.

Section 3.11.          Examination of Books and Records.  At reasonable times and upon reasonable notice, Beneficiary, its agents, accountants and attorneys shall have the right to examine the records, books, management and other papers of Trustor which reflect upon Trustor’s financial condition, at the Property or at any office regularly maintained by Trustor where the books and records are located.  Beneficiary and its agents shall have the right to make copies and extracts from the foregoing records and other papers.  In addition, at reasonable times and upon reasonable notice, Beneficiary, its agents, accountants and attorneys shall have the right to examine and audit the books and records of Trustor pertaining to the income, expenses and operation of the Property during reasonable business hours at any office of Trustor where the books and records are located.  This Section 3.11 shall apply throughout the term of the Note and without regard to whether an Event of Default has occurred or is continuing.

ARTICLE IV.
OBLIGATIONS AND RELIANCES

Section 4.1.            Relationship of Trustor and Beneficiary.  The relationship between Trustor and Beneficiary is solely that of debtor and creditor, and Beneficiary has no fiduciary or other special relationship with Trustor, and no term or condition of the Loan Agreement, the Note, this Security Instrument and the other Loan Documents shall be construed so as to deem the relationship between Trustor and Beneficiary to be other than that of debtor and creditor.

Section 4.2.            No Reliance on Beneficiary.  The general partners, members, principals and (if Trustor is a trust) beneficial owners of Trustor are experienced in the ownership and operation of properties similar to the Property, and Trustor and Beneficiary are relying solely upon such expertise and business plan in connection with the ownership and operation of the Property.  Trustor is not relying on Beneficiary’s expertise, business acumen or advice in connection with the Property.

Section 4.3.            No Beneficiary Obligations.  (a)  Notwithstanding the provisions of Section 1.1(h) and Section 1.1(n) or Section 1.2, Beneficiary is not undertaking the performance of (i) any obligations under the Leases or (ii) any obligations with respect to such agreements, contracts, certificates, instruments, franchises, permits, trademarks, licenses and other documents.

(b)           By accepting or approving anything required to be observed, performed or fulfilled or to be given to Beneficiary pursuant to this Security Instrument, the Loan Agreement,

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the Note or the other Loan Documents, including, without limitation, any Officer’s Certificate, balance sheet, statement of profit and loss or other financial statement, survey, appraisal, or Policy, Beneficiary shall not be deemed to have warranted, consented to, or affirmed the sufficiency, the legality or effectiveness of same, and such acceptance or approval thereof shall not constitute any warranty or affirmation with respect thereto by Beneficiary.

Section 4.4.            Reliance.  Trustor recognizes and acknowledges that in accepting the Loan Agreement, the Note, this Security Instrument and the other Loan Documents, Beneficiary is expressly and primarily relying on the truth and accuracy of the warranties and representations set forth in Section 4.1 of the Loan Agreement without any obligation to investigate the Property and notwithstanding any investigation of the Property by Beneficiary; that such reliance existed on the part of Beneficiary prior to the date hereof, that the warranties and representations are a material inducement to Beneficiary in making the Loan; and that Beneficiary would not be willing to make the Loan and accept this Security Instrument in the absence of the warranties and representations as set forth in Section 4.1 of the Loan Agreement.

Section 4.5.            Liens Absolute.  All rights of Beneficiary, all Liens and security interests hereunder and all obligations of Trustor hereunder are unconditional and absolute and independent and separate from any other security for or guaranty of the Obligations, whether executed by Trustor or any other Person.  Without limiting the generality of the foregoing, the obligations of Trustor hereunder shall not be released, discharged or otherwise affected or impaired by:

(a)           any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of Trustor under any Loan Documents or any other agreement or instrument evidencing or securing any Obligation, by operation of law or otherwise;

(b)           any change in the manner, place, time or terms of payment of any Obligation or any other amendment, supplement or modification to any Loan Documents or any other agreement or instrument evidencing or securing any Obligation;

(c)           any release, non-perfection or invalidity of any direct or indirect security for any Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Obligation or any release of any other obligor in respect of any Obligation;

(d)           any change in the existence, structure or ownership of Trustor, any Guarantor or any other Person, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting Trustor, any Guarantor or any other Person, or their assets or any resulting disallowance, release or discharge of all or any portion of any Obligation;

(e)           the existence of any claim, set-off or other right which Trustor, any Guarantor or any other Person, may have at any time against Beneficiary or any other Person, whether in connection herewith or any unrelated transaction; provided, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;

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(f)            any invalidity or unenforceability relating to or against Trustor, any Guarantor or any other Person, for any reason of any Loan Documents or any other agreement or instrument evidencing or securing any Obligation or any provision of applicable law or regulation purporting to prohibit the payment by Trustor, any Guarantor or any other Person, of any Obligation;

(g)           any failure by Beneficiary: (i) to file or enforce a claim against Trustor, any Guarantor or any other Person, or its estate (in a bankruptcy or other proceeding); (ii) to give notice of the existence, creation or incurrence by Trustor of any new or additional indebtedness or obligation under or with respect to the Obligations; (iii) to commence any action against Trustor, any Guarantor or any other Person; (iv) to disclose to Trustor, any Guarantor or any other Person, any facts which such Beneficiary may now or hereafter know with regard to Trustor; or (v) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Obligations;

(h)           any direction as to application of payment by Trustor or any other Person;

(i)            any subordination by Beneficiary of the payment of any Obligation to the payment of any other liability (whether matured or unmatured) of Trustor to its creditors;

(j)            any act or failure to act by Beneficiary under this Security Instrument or otherwise which may deprive Trustor, any Guarantor or any other Person, of any right to subrogation, contribution or reimbursement against Trustor or any right to recover full indemnity for any payments made in respect of the Obligations; or

(k)           any other act or omission to act or delay of any kind by Trustor or Beneficiary or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of Trustor’s obligations hereunder.

Trustor has irrevocably and unconditionally delivered this Security Instrument to Beneficiary, and the failure by any other Person to sign this Security Instrument or a pledge agreement similar to this Security Instrument or otherwise shall not discharge the obligations of Trustor hereunder.

Section 4.6.            Continuing Liability of Trustor.  The Security Interests are granted as security only and shall not subject Beneficiary to, or transfer or in any way affect or modify, any obligation or liability of Trustor with respect to any of the Collateral or any transaction in connection therewith.

ARTICLE V.
FURTHER ASSURANCES

Section 5.1.            Recording of Security Instrument, etc.  Trustor forthwith upon the execution and delivery of this Security Instrument and thereafter, from time to time, will cause this Security Instrument and any of the other Loan Documents creating a Lien or security interest or evidencing the Lien hereof upon the Property and each instrument of further assurance to be filed, registered or recorded in such manner and in such places as may be required by any present

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or future law in order to publish notice of and fully to protect and perfect the Lien or security interest hereof upon, and the interest of Beneficiary in, the Property.  Trustor will pay all taxes, filing, registration or recording fees, and all expenses incident to the preparation, execution, acknowledgment and/or recording of the Note, this Security Instrument, the other Loan Documents, any note, deed of trust or mortgage supplemental hereto, any security instrument with respect to the Property and any instrument of further assurance, and any modification or amendment of the foregoing documents, and all federal, state, county and municipal taxes, duties, imposts, assessments and charges arising out of or in connection with the execution and delivery of this Security Instrument, any deed of trust or mortgage supplemental hereto, any security instrument with respect to the Property or any instrument of further assurance, and any modification or amendment of the foregoing documents, except where prohibited by law so to do.

Section 5.2.            Further Acts, etc.  Trustor will, at the cost of Trustor, and without expense to Beneficiary, do, execute, acknowledge and deliver all further acts, deeds, conveyances, deeds of trust, mortgages, assignments, notices of assignments, transfers and assurances as Beneficiary shall, from time to time, reasonably require, for the better assuring, conveying, assigning, transferring, and confirming unto Beneficiary the property and rights hereby mortgaged, deeded, granted, bargained, sold, conveyed, confirmed, pledged, assigned, warranted and transferred or intended now or hereafter so to be, or which Trustor may be or may hereafter become bound to convey or assign to Beneficiary, or for carrying out the intention or facilitating the performance of the terms of this Security Instrument or for filing, registering or recording this Security Instrument, or for complying with all Legal Requirements.  Trustor will, from time to time at its expense at the reasonable request of Beneficiary and in such manner and form as Beneficiary may require, execute, deliver, file and record any financing statement, specific assignment, instrument, document, agreement or other paper and take any other action (including, without limitation, any filings of financing or continuation statements under the UCC or the Uniform Commercial Code of the States of Delaware and Nevada) that from time to time may be necessary or desirable, or that Beneficiary may request, in order to create, preserve, perfect, confirm or validate the Security Interests or to enable Beneficiary to obtain the full benefit of this Security Instrument or to exercise and enforce  any of its rights, powers and remedies created hereunder or under applicable law with respect to any of the Collateral.  To the extent permitted by applicable law, Trustor hereby authorizes Beneficiary to file, in the name of Trustor or otherwise and without the signature or other separate authorization or authentication of Trustor appearing thereon, such financing statements or continuation statements as Beneficiary in its sole discretion may deem necessary or appropriate to perfect or maintain the perfection of the Security Interests.  Trustor agrees that a carbon, photographic, photostatic or other reproduction of this Security Instrument is sufficient as a financing statement.  Trustor also agrees that any financing statements or continuation statements may describe the collateral as “all assets” or “all personal property” or words to similar effect and which may be filed in Nevada, Delaware or other jurisdictions as Beneficiary in its sole discretion may deem necessary or appropriate to perfect or maintain the perfection of the Security Interests.  Trustor shall pay the costs of, or incidental to, any recording or filing of any such financing or continuation statements.

Section 5.3.            Changes in Tax, Debt, Credit and Documentary Stamp Laws.  (a)  If any law is enacted or adopted or amended after the date of this Security Instrument which deducts the Debt from the value of the Property for the purpose of real estate taxation or which imposes a

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tax, either directly or indirectly, on the Debt or Beneficiary’s interest in the Property in substitute for real property taxation, Trustor will pay the tax, with interest and penalties thereon, if any.  If Beneficiary is advised by competent counsel chosen by it that the payment of tax by Trustor would be unlawful or taxable to Beneficiary or unenforceable or provide the basis for a defense of usury then Beneficiary shall have the option by written notice of not less than 120 days to declare the Debt immediately due and payable.

(b)           Trustor will not claim or demand or be entitled to any credit or credits on account of the Debt for any part of the Taxes or Other Charges assessed against the Property, or any part thereof, and no deduction shall otherwise be made or claimed from the assessed value of the Property, or any part thereof, for real estate tax purposes by reason of this Security Instrument or the Debt.  If such claim, credit or deduction shall be required by law, Beneficiary shall have the option, by written notice of not less than 120 days, to declare the Debt immediately due and payable.

(c)           If at any time the United States of America, any State thereof or any subdivision of any such State shall require revenue or other stamps to be affixed to the Note, this Security Instrument, or any of the other Loan Documents or impose any other tax or charge on the same, Trustor will pay for the same, with interest and penalties thereon, if any.

Section 5.4.            Severing of Mortgage.  This Security Instrument and the Note shall, at any time until the same shall be fully paid and satisfied, at the sole election of Beneficiary, be severed, split or divided into two or more notes and two or more security instruments in such denominations as Beneficiary shall determine in its sole discretion, each of which shall cover all or a portion of the Property to be more particularly described therein.  To that end, Trustor, upon written request of Beneficiary, at Trustor’s cost and expense, shall execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered by the then owner of the Property, to Beneficiary and/or its designee or designees, substitute notes and security instruments in such principal amounts, aggregating not more than the then unpaid principal amount of this Security Instrument, (provided that the severance of such instruments shall not modify or amend any material economic term of the Loan) and containing terms, provisions and clauses substantially identical to those contained herein and in the Note, and such other documents and instruments as may be required by Beneficiary.

Section 5.5.            Replacement Documents.  Upon receipt of an affidavit of an officer of Beneficiary as to the loss, theft, destruction or mutilation of the Note or any other Loan Document which is not of public record, and, in the case of any such mutilation, upon surrender and cancellation of such Note or other Loan Document, Trustor will issue, in lieu thereof, a replacement Note or other Loan Document, dated the date of such lost, stolen, destroyed or mutilated Note or other Loan Document in the same principal amount thereof and otherwise of like tenor.

ARTICLE VI.
DUE ON SALE/ENCUMBRANCE

Section 6.1.            Beneficiary Reliance.  Trustor acknowledges that Beneficiary has examined and relied on the experience of Trustor and its general partners, members, principals

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and (if Trustor is a trust) beneficial owners in owning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Trustor’s ownership of the Property as a means of maintaining the value of the Property as security for repayment of the Debt and the performance of the Other Obligations.  Trustor acknowledges that Beneficiary has a valid interest in maintaining the value of the Property so as to ensure that, should Trustor default in the repayment of the Debt or the performance of the Other Obligations, Beneficiary can recover the Debt by a sale of the Property.

Section 6.2.            No Sale/Encumbrance.  Neither Trustor nor any Restricted Party shall cause, permit or suffer any Transfer to occur other than as expressly permitted pursuant to the terms of the Loan Agreement.

ARTICLE VII.
RIGHTS AND REMEDIES UPON DEFAULT

Section 7.1.            Remedies.  Upon the occurrence and during the continuance of any Event of Default, Trustor agrees that Beneficiary may, to the extent permitted by applicable law, take such action, without notice or demand, as it deems advisable to protect and enforce its rights against Trustor and in and to the Property, including, but not limited to, the following actions, each of which may be pursued concurrently or otherwise, at such time and in such order as Beneficiary may determine, in its sole discretion, without impairing or otherwise affecting the other rights and remedies of Beneficiary:

(a)           declare the entire unpaid Debt to be immediately due and payable;

(b)           institute proceedings, judicial or otherwise, for the complete foreclosure of this Security Instrument under any applicable provision of law, in which case the Property or any interest therein may be sold for cash or upon credit in one or more parcels or in several interests or portions and in any order or manner;

(c)           with or without entry, to the extent permitted and pursuant to the procedures provided by applicable law, institute proceedings for the partial foreclosure of this Security Instrument for the portion of the Debt then due and payable, subject to the continuing Lien and security interest of this Security Instrument for the balance of the Debt not then due, unimpaired and without loss of priority;

(d)           sell for cash or upon credit the Property or any part thereof and all estate, claim, demand, right, title and interest of Trustor therein and rights of redemption thereof, pursuant to power of sale or otherwise, at one or more sales, as an entirety or in parcels, at such time and place, upon such terms and after such notice thereof as may be required or permitted by law;

(e)           institute actions, suits or proceedings (i) in equity for the specific performance of any covenant, condition or agreement contained herein, in the Note, the Loan Agreement or in the other Loan Documents or (ii) as Beneficiary otherwise may deem appropriate to protect and enforce the rights vested in Beneficiary by this Security Instrument;

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(f)            recover judgment on the Note either before, during or after any proceedings for the enforcement of this Security Instrument or the other Loan Documents;

(g)           apply for the appointment of a receiver, trustee, liquidator or conservator of the Property, without notice and without regard for the adequacy of the security for the Debt and without regard for the solvency of Trustor, any guarantor, indemnitor with respect to the Loan or of any Person liable for the payment of the Debt;

(h)           the license granted to Trustor under Section 1.2 shall be automatically revoked, and, subject to any applicable Legal Requirements, Beneficiary may enter into or upon the Property, either personally or by its agents, nominees or attorneys and dispossess Trustor and its agents and servants therefrom, without liability for trespass, damages or otherwise and exclude Trustor and its agents or servants wholly therefrom, and take possession of all books, records and accounts relating thereto and Trustor agrees to surrender possession of the Property and of such books, records and accounts to Beneficiary upon demand, and thereupon Beneficiary may (i) use, operate, manage, control, insure, maintain, repair, restore and otherwise deal with all and every part of the Property and conduct the business thereat; (ii) complete any construction on the Property in such manner and form as Beneficiary deems advisable; (iii) make alterations, additions, renewals, replacements and improvements to or on the Property; (iv) exercise all rights and powers of Trustor with respect to the Property, whether in the name of Trustor or otherwise, including, without limitation, the right to make, cancel, enforce or modify Leases, obtain and evict tenants, and demand, sue for, collect and receive all Rents; (v) require Trustor to pay monthly in advance to Beneficiary, or any receiver appointed to collect Rents, the fair and reasonable rental value for the use and occupation of such part of the Property as may be occupied by Trustor; (vi) require Trustor to vacate and surrender possession of the Property to Beneficiary or to such receiver and, in default thereof, Trustor may be evicted by summary proceedings or otherwise; and (vii) apply the receipts from the Property to the payment of the Debt, in such order, priority and proportions as Beneficiary shall deem appropriate in its sole discretion after deducting therefrom all expenses (including reasonable attorneys’ fees) incurred in connection with the aforesaid operations and all amounts necessary to pay the Taxes, Other Charges, Insurance Premiums and other expenses in connection with the Property, as well as just and reasonable compensation for the services of Beneficiary, its counsel, agents and employees;

(i)            exercise any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing: (i) the right to take possession of the Fixtures, the Equipment, the Personal Property, any other Collateral or any part thereof, and to take such other measures as Beneficiary may deem necessary for the care, protection and preservation of the Fixtures, the Equipment, the Personal Property, any other Collateral or any part thereof and (ii) request Trustor at its expense to assemble the Fixtures, the Equipment, the Personal Property, any other Collateral or any part thereof and make it available to Beneficiary at a convenient place acceptable to Beneficiary;

(j)            apply any sums then deposited or held in the Accounts, escrow or otherwise by or on behalf of Beneficiary in accordance with the terms of the Loan Agreement, this Security Instrument or any other Loan Document to the payment of the following items in any order in its sole discretion: (i) Taxes and Other Charges; (ii) Insurance Premiums; (iii) Interest on the unpaid principal balance of the Note; (iv) amortization of the unpaid principal

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balance of the Note; or (v) all other sums payable pursuant to the Note, the Loan Agreement, this Security Instrument and the other Loan Documents, including, without limitation, advances made by Beneficiary pursuant to the terms of this Security Instrument;

(k)           pursue such other remedies as Beneficiary may have under applicable law;

(l)            apply the undisbursed balance of any Net Proceeds Deficiency deposit, together with interest thereon, to the payment of the Debt in such order, priority and proportions as Beneficiary shall deem to be appropriate in its discretion; or

(m)          collect, receive, appropriate and realize upon the Collateral and/or sell, assign, give an option or options to purchase or otherwise dispose of and deliver the Collateral (or contract to do so) or any part thereof in one or more parcels (which need not be in round lots) at public or private sale or at broker’s board or on any securities exchange, at any office of Beneficiary or elsewhere in such manner as is commercially reasonable and as Beneficiary may deem best, for cash, on credit or for future delivery without assumption of any credit risk and at such price or prices as Beneficiary may deem satisfactory.  Beneficiary shall give Trustor not less than 10 days’ prior notice of the time and place of any sale or other intended disposition of any of the Collateral, except any Collateral which threatens to decline speedily in value or is of a type customarily sold on a recognized market.  Any such notice shall (i) in the case of a public sale, state the time and place fixed for such sale, (ii) in the case of a sale at a broker’s board or on a securities exchange, state the board or exchange at which such sale is to be made and the day on which the Collateral, or the portion thereof being sold, will first be offered for sale, (iii) in the case of a private sale, state the day after which such sale may be consummated, (iv) contain the information specified in Section 9-613 of the UCC, (v) be authenticated and (vi) be sent to the parties required to be notified pursuant to Section 9-611(c) of the UCC; provided, that if Beneficiary fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.  Beneficiary and Trustor agree that such notice constitutes reasonable notification within the meaning of Section 9-611 of the UCC.  Except as otherwise provided herein, Trustor hereby waives, to the extent permitted by applicable law, notice and judicial hearing in connection with Beneficiary’s taking possession or disposition of any of the Collateral.  Beneficiary may be the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale).  Trustor will execute and deliver such documents and take such other action as Beneficiary deems necessary or advisable in order that any such sale may be made in compliance with law.  Upon any such sale, Beneficiary shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold.  Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of whatsoever kind.  Any such public sale shall be held at such time or times within ordinary bankers hours and at such place or places as Beneficiary may fix in the notice of such sale.  At any such sale, the Collateral may be sold in one lot as an entirety or in such parcels, as Beneficiary may determine.  Beneficiary shall not be obligated to make any such sale pursuant to any such notice.  Beneficiary may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned without further notice.  In the case of any sale of all or any part of the Collateral on

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credit or for future delivery, the Collateral so sold may be retained by Beneficiary until the selling price is paid by the purchaser thereof, but Beneficiary shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in the case of such failure, such Collateral may again be sold upon like notice.

In the event of a sale, by foreclosure, power of sale or otherwise, of less than all of Property, this Security Instrument shall continue as a lien and security interest on the remaining portion of the Property unimpaired and without loss of priority.

(n)           Without limiting the foregoing, upon the occurrence of an Event of Default, Beneficiary may deliver to Trustee written declaration of default and demand for sale and of written Notice of Default and Election to Sell (in accordance with Nevada Revised Statutes 107.080) to cause the Property to be sold to satisfy the obligations hereof, which Notice Trustee shall cause to be filed for record.  After the lapse of such time as may then be required by law following the recordation of said Notice of Breach and Election to Sell, and notice of sale having been given as then required by law, Trustee without demand on Trustor, shall sell the Property at the time and place fixed by it in said notice, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder, for cash in lawful money of the United States payable at the time of sale.  Trustee may, for any cause it deems expedient, postpone the sale of all or any portion of the Property until it shall be completed and, in every case, notice of postponement shall be given by public announcement thereof at the time and place last appointed for the sale and from time to time thereafter Trustee may postpone such sale by public announcement at the time fixed by the preceding postponement.  Trustee shall execute and deliver to the purchaser its Trustee’s Deed conveying the Property so sold but without any covenant or warranty, express or implied.  The recitals in the Trustee’s Deed of any matters or facts shall be conclusive proof of the truthfulness thereof.  Any person, including Beneficiary, may bid at the sale.  After deducting all costs, fees and expenses of the Trustee and of this Trust, including the cost of any evidence of title procured in connection with such sale, the Trustee shall apply the proceeds of sale in the manner provided in NRS 40.462.

Section 7.2.            Limitation on Duty of Beneficiary in Respect of Collateral.  Beyond the exercise of reasonable care in the custody thereof, Beneficiary shall not have any duty to exercise any rights or take any steps to preserve the rights of Trustor in the Collateral in Beneficiary’s possession or control or in the possession or control of any agent or bailee or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto, nor shall Beneficiary be liable to Trustor or any other Person for failure to meet any obligation imposed by Section 9-207 of the UCC or any successor provision.  Without limiting the foregoing, Beneficiary shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if the Collateral is accorded treatment substantially equal to that which Beneficiary accords its own property, and (i) shall not be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any agent or bailee selected by Beneficiary in good faith or (ii) shall not have any duty or responsibility for ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not Beneficiary has or is deemed to have knowledge of such matters.

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Section 7.3.            Application of Proceeds.  Upon the occurrence of any Event of Default, the purchase money, proceeds and avails of any disposition of the Property, and or any part thereof, or any other sums collected by Beneficiary pursuant to the Note, this Security Instrument or the other Loan Documents, may be applied by Beneficiary to the payment of the Debt or other Obligations in such priority and proportions as Beneficiary in its discretion shall deem proper.

Section 7.4.            Right to Cure Defaults.  Upon the occurrence and during the continuance of any Event of Default, Beneficiary may, but without any obligation to do so and without notice to or demand on Trustor and without releasing Trustor from any obligation hereunder, make any payment or do any act required of Trustor hereunder in such manner and to such extent as Beneficiary may deem necessary to protect the security hereof.  Beneficiary is authorized to enter upon the Property for such purposes, or appear in, defend, or bring any action or proceeding to protect its interest in the Property or to foreclose this Security Instrument or collect the Debt, and the cost and expense thereof (including reasonable attorneys’ fees to the extent permitted by law), with interest as provided in this Section 7.4, shall constitute a portion of the Debt and shall be due and payable to Beneficiary upon demand.  All such costs and expenses incurred by Beneficiary in remedying such Event of Default or such failed payment or act or in appearing in, defending, or bringing any such action or proceeding shall bear interest at the Default Rate, for the period after such cost or expense was incurred to the date of payment to Beneficiary.  All such costs and expenses incurred by Beneficiary together with interest thereon calculated at the Default Rate shall be deemed to constitute a portion of the Debt and be secured by this Security Instrument and the other Loan Documents and shall be immediately due and payable upon demand by Beneficiary therefor.

Section 7.5.            Actions and Proceedings.  Beneficiary has the right to appear in and defend any action or proceeding brought with respect to the Property and to bring any action or proceeding, in the name and on behalf of Trustor, which Beneficiary, in its discretion, decides should be brought to protect its interest in the Property.

Section 7.6.            Recovery of Sums Required To Be Paid.  To the extent permitted by applicable law, upon the occurrence of an Event of Default, Beneficiary shall have the right from time to time to take action to recover any sum or sums which constitute a part of the Debt as the same become due, without regard to whether or not the balance of the Debt shall be due, and without prejudice to the right of Beneficiary thereafter to bring an action of foreclosure, or any other action, for a default or defaults by Trustor existing at the time such earlier action was commenced.

Section 7.7.            Other Rights, Etc.  (a)  The failure of Beneficiary to insist upon strict performance of any term hereof shall not be deemed to be a waiver of any term of this Security Instrument.  Trustor shall not be relieved of Trustor’s obligations hereunder by reason of (i) the failure of Beneficiary to comply with any request of Trustor or any guarantor or indemnitor with respect to the Loan to take any action to foreclose this Security Instrument or otherwise enforce any of the provisions hereof or of the Note or the other Loan Documents, (ii) the release, regardless of consideration, of the whole or any part of the Property, or of any person liable for the Debt or any portion thereof, or (iii) any agreement or stipulation by Beneficiary extending the time of payment or otherwise modifying or supplementing the terms of the Note, this Security Instrument or the other Loan Documents.

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(b)           It is agreed that the risk of loss or damage to the Property is on Trustor, and Beneficiary shall have no liability whatsoever for decline in value of the Property, for failure to maintain the Policies, or for failure to determine whether insurance in force is adequate as to the amount of risks insured.  Possession by Beneficiary shall not be deemed an election of judicial relief if any such possession is requested or obtained with respect to any Property or collateral not in Beneficiary’s possession.

(c)           Beneficiary may resort for the payment of the Debt to any other security held by Beneficiary in such order and manner as Beneficiary, in its discretion, may elect.  To the extent permitted by applicable law, Beneficiary may take action to recover the Debt, or any portion thereof, or to enforce any covenant hereof without prejudice to the right of Beneficiary thereafter to foreclose this Security Instrument.  The rights of Beneficiary under this Security Instrument shall be separate, distinct and cumulative and none shall be given effect to the exclusion of the others.  No act of Beneficiary shall be construed as an election to proceed under any one provision herein to the exclusion of any other provision.  Beneficiary shall not be limited exclusively to the rights and remedies herein stated but shall be entitled to every right and remedy now or hereafter afforded at law or in equity.

Section 7.8.            Right to Release Any Portion of the Property.  Beneficiary may release any portion of the Property for such consideration as Beneficiary may require without, as to the remainder of the Property, in any way impairing or affecting the lien or priority of this Security Instrument, or improving the position of any subordinate lienholder with respect thereto, except to the extent that the obligations hereunder shall have been reduced by the actual monetary consideration, if any, received by Beneficiary for such release, and may accept by assignment, pledge or otherwise any other property in place thereof as Beneficiary may require without being accountable for so doing to any other lienholder.  This Security Instrument shall continue as a lien and security interest in the remaining portion of the Property.

Section 7.9.            Violation of Laws.  If the Property is not in material compliance with any applicable Legal Requirements, Beneficiary may impose additional requirements upon Trustor in connection herewith including, without limitation, monetary reserves or financial equivalents.

Section 7.10.          Recourse and Choice of Remedies.  Notwithstanding any other provision of this Security Instrument or the Loan Agreement, including, without limitation, Section 9.4 of the Loan Agreement, Beneficiary and other Indemnified Parties (as hereinafter defined) are entitled to enforce the obligations of Trustor contained in Section 8.2 and Section 8.3 without first resorting to or exhausting any security or collateral and without first having recourse to the Note or any of the Property, through foreclosure or acceptance of a deed in lieu of foreclosure or otherwise, and in the event Beneficiary commences a foreclosure action against the Property, Beneficiary is entitled to pursue a deficiency judgment with respect to such obligations against Trustor with respect to the Loan.  The provisions of Section 8.2 and Section 8.3 are exceptions to any non-recourse or exculpation provisions in the Loan Agreement, the Note, this Security Instrument or the other Loan Documents, and Trustor with respect to the Loan is fully liable for the obligations pursuant to Section 8.2 and Section 8.3.  The liability of Trustor with respect to the Loan pursuant to Section 8.2 and Section 8.3 is not limited to the original principal amount of the Note.  Notwithstanding the foregoing, nothing herein shall inhibit or prevent Beneficiary from foreclosing or exercising any other rights and remedies pursuant to the Loan Agreement,

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the Note, this Security Instrument and the other Loan Documents, whether simultaneously with foreclosure proceedings or in any other sequence.  A separate action or actions may be brought and prosecuted against Trustor pursuant to Section 8.2 and Section 8.3 whether or not action is brought against any other Person or whether or not any other Person is joined in the action or actions.

Section 7.11.          Right of Entry.  Upon reasonable notice to Trustor, Beneficiary and its agents shall have the right to enter and inspect the Property at all reasonable times.

Section 7.12.          General Authority.  Trustor hereby irrevocably appoints Beneficiary and any officer or agent thereof as its true and lawful attorney-in-fact, with full power of substitution, in the name of Trustor, Beneficiary or otherwise, for the sole use and benefit of Beneficiary, but at Trustor’s expense, to the extent permitted by law, to exercise at any time and from time to time all or any of the following powers with respect to all or any of the Property, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable until the Obligations (excluding contingent indemnification obligations) are paid in full:

(a)           to exercise and perfect any and all rights and remedies available to Beneficiary at law or in equity, including without limitation, such rights and remedies available to Beneficiary pursuant to Section 5.1, Section 5.2 and, upon the occurrence of an Event of Default, this Article VII;

(b)           to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to carry out the terms of this Security Instrument;

(c)           to receive, take, endorse, assign and deliver any and all checks, notes, drafts, acceptances, documents and other negotiable and non-negotiable instruments taken or received by Trustor as, or in connection with, the Property;

(d)           upon the occurrence of an Event of Default, to commence, settle, compromise, compound, prosecute, defend or adjust any claim, suit, action or proceeding with respect to, or in connection with, the Property;

(e)           upon the occurrence of an Event of Default, to sell, transfer, assign or otherwise deal in or with the Property or the proceeds or avails thereof, as fully and effectually as if Beneficiary were the absolute owner thereof;

(f)            upon the occurrence of an Event of Default, to extend the time of payment of any or all of the Property and to make any allowance and other adjustments with respect thereto; and

(g)           to do, at its option, but at the expense of Trustor, at any time or from time to time, all acts and things which Beneficiary reasonably deems necessary to protect or preserve the Property and to realize upon the Property.

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Section 7.13.          Nevada Foreclosure.  This instrument may be foreclosed as to the Property in any manner permitted by the laws of the State of Nevada.  In addition to any other right, with or without a foreclosure, Beneficiary may institute a judicial action for the foreclosure or enforcement of the assignments, liens, and security interests hereof subject to the terms of the Loan Documents and applicable Nevada law.  If a nonjudicial foreclosure hereunder is commenced by Beneficiary, Beneficiary, at any time before the sale, may abandon the sale and judicially foreclose and/or enforce the assignments, liens and security interests hereof subject to the terms of the Loan Documents and applicable Nevada law.  If Beneficiary should institute a suit for judicial foreclosure or enforcement of the assignments, liens, and security interests hereof, it may, to the extent permitted by applicable law, at any time before the entry of a final judgment in said suit, dismiss the same, and sell the Property, or any part thereof, in accordance with the power of sale provisions of this Security Instrument.  To the extent applicable, with respect to fixtures, Beneficiary or Trustee may elect to treat same as either real property or personal property and proceed to exercise such rights and remedies applicable to the categorization so chosen.  Beneficiary may proceed against the items of real property and any items of Collateral separately or together in any order whatsoever, without in any way affecting or waiving Beneficiary’s rights and remedies under the UCC, this Security Instrument, the Notes and the other Loan Documents.  Trustor acknowledges and agrees that Beneficiary’s rights and remedies under this Security Instrument, the Notes, and the other Loan Documents shall be cumulative and shall be in addition to every other right and remedy now or hereafter existing at law, in equity, by statute or by agreement of the parties.

Section 7.14.          Limitation on Foreclosure.  Beneficiary and Trustee acknowledge and understand that (i) the prior approval of the gaming authorities of the State of Nevada may be required pursuant to applicable law for the exercise, operation and effectiveness of certain remedies hereunder or under any other Loan Document, or the taking of certain other actions that may be taken by Beneficiary or Trustee hereunder or under any other Loan Document, including without limitation the disposition of collateral consisting of Gaming Equipment and (ii) as a condition of such approval, the Beneficiary or Trustee may be subject to being called forward for licensing or a finding of suitability.  Trustor hereby covenants that it will cooperate with Beneficiary and Trustee in their efforts to obtain any license, approval or finding that is required under any Gaming Laws or by any Gaming Authority in connection with the exercise by Beneficiary or Trustee of any remedy set forth herein or in any of the Loan Documents.

ARTICLE VIII.
INDEMNIFICATION

Section 8.1.            General Indemnification.  Trustor shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties (hereinafter defined) from and against any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature (including, but not limited, to reasonable attorneys’ fees and other costs of defense) (collectively, the “Losses”) imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) ownership of this Security Instrument, the Property or any interest

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therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Debt, the Note, the Loan Agreement, this Security Instrument, or any other Loan Documents; (c) any and all lawful action that may be taken by Beneficiary in connection with the enforcement of the provisions of this Security Instrument, the Loan Agreement, the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Trustor, any guarantor or indemnitor and/or any partner, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to, or death of, persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Trustor to perform or be in compliance with any of the terms of this Security Instrument, the Note, the Loan Agreement or any of the other Loan Documents; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any person to file timely with the Internal Revenue Service an accurate Form 1099-B, Statement for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Security Instrument, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Security Instrument is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any Indemnified Party of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Beneficiary by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Leases; (l) the payment of any commission, charge or brokerage fee to anyone claiming through Trustor which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Trustor in this Security Instrument or any other Loan Document.  Any amounts payable to Beneficiary by reason of the application of this Section 8.1 shall become immediately due and payable and shall bear interest at the Default Rate from the date loss or damage is sustained by Beneficiary until paid.  For purposes of this Article 8, the term “Indemnified Parties” means Beneficiary and any Person who is or will have been involved in the origination of the Loan, any Person who is or will have been involved in the servicing of the Loan, any Person in whose name the encumbrance created by this Security Instrument is or will have been recorded, Persons who may hold or acquire or will have held a full or partial interest in the Loan (including, but not limited to, investors or prospective investors in the Securities, as well as custodians, trustees and other fiduciaries who hold or have held a full or partial interest in the Loan for the benefit of third parties) as well as the respective directors, officers, shareholders, partners, employees, agents, servants, representatives, contractors, subcontractors, affiliates, subsidiaries, participants, successors and assigns of any and all of the foregoing (including, but not limited to, any other Person who holds or acquires or will have held a participation or other full or partial interest in the Loan, whether during the term of the Loan or as a part of or following a foreclosure of the Loan and any successors by merger, consolidation or acquisition of all or a substantial portion of Beneficiary’s assets and business).

Section 8.2.            Mortgage and/or Intangible Tax.  Trustor shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified

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Parties and directly or indirectly arising out of or in any way relating to any tax on the making and/or recording of this Security Instrument, the Note or any of the other Loan Documents, but excluding any income, franchise or other similar taxes.

Section 8.3.            ERISA Indemnification.  Trustor shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses (including, without limitation, reasonable attorneys’ fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in Beneficiary’s sole discretion) that Beneficiary may incur, directly or indirectly, as a result of a default under Section 4.1.9 or Section 5.2.9 of the Loan Agreement.

Section 8.4.            Duty to Defend; Attorneys’ Fees and Other Fees and Expenses.  Upon written request by any Indemnified Party, Trustor shall defend such Indemnified Party (if requested by any Indemnified Party, in the name of the Indemnified Party) by attorneys and other professionals approved by the Indemnified Parties.  Notwithstanding the foregoing, if the defendants in any such claim or proceeding include both Trustor and any Indemnified Party and Trustor and such Indemnified Party shall have reasonably concluded that there are any legal defenses available to it and/or other Indemnified Parties that are different from or additional to those available to Trustor, such Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Party, provided that no compromise or settlement shall be entered without Trustor’s consent, which consent shall not be unreasonably withheld.  Upon demand, Trustor shall pay or, in the sole and absolute discretion of the Indemnified Parties, reimburse, the Indemnified Parties for the payment of reasonable fees and disbursements of attorneys, engineers, environmental consultants, laboratories and other professionals in connection therewith.

ARTICLE IX.
WAIVERS

Section 9.1.            Waiver of Counterclaim.  To the extent permitted by applicable law, Trustor hereby waives the right to assert a counterclaim, other than a mandatory or compulsory counterclaim, in any action or proceeding brought against it by Beneficiary arising out of or in any way connected with this Security Instrument, the Loan Agreement, the Note, any of the other Loan Documents, or the Obligations.

Section 9.2.            Marshalling and Other Matters.  To the extent permitted by applicable law, Trustor hereby waives the benefit of all appraisement, valuation, stay, extension, reinstatement and redemption laws now or hereafter in force and all rights of marshalling in the event of any sale hereunder of the Property or any part thereof or any interest therein.  Further, Trustor hereby expressly waives any and all rights of redemption from sale under any order or decree of foreclosure of this Security Instrument on behalf of Trustor, and on behalf of each and every person acquiring any interest in or title to the Property subsequent to the date of this Security Instrument and on behalf of all persons to the extent permitted by applicable law.

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Section 9.3.            Waiver of Notice.  To the extent permitted by applicable law, Trustor shall not be entitled to any notices of any nature whatsoever from Beneficiary except with respect to matters for which this Security Instrument specifically and expressly provides for the giving of notice by Beneficiary to Trustor and except with respect to matters for which Beneficiary is required by applicable law to give notice, and Trustor hereby expressly waives the right to receive any notice from Beneficiary with respect to any matter for which this Security Instrument does not specifically and expressly provide for the giving of notice by Beneficiary to Trustor.

Section 9.4.            Waiver of Statute of Limitations.  To the extent permitted by applicable law, Trustor hereby expressly waives and releases to the fullest extent permitted by law, the pleading of any statute of limitations as a defense to payment of the Debt or performance of its Other Obligations.

Section 9.5.            Survival.  The indemnifications made pursuant to Section 8.1 and Section 8.3 shall continue indefinitely in full force and effect and shall survive and shall in no way be impaired by any of the following: any satisfaction or other termination of this Security Instrument, any assignment or other transfer of all or any portion of this Security Instrument or Beneficiary’s interest in the Property (but, in such case, shall benefit both Indemnified Parties and any assignee or transferee), any exercise of Beneficiary’s rights and remedies pursuant hereto including, but not limited to, foreclosure or acceptance of a deed in lieu of foreclosure, any exercise of any rights and remedies pursuant to the Loan Agreement, the Note or any of the other Loan Documents, any transfer of all or any portion of the Property (whether by Trustor or by Beneficiary following foreclosure or acceptance of a deed in lieu of foreclosure or at any other time), any amendment to this Security Instrument, the Loan Agreement, the Note or the other Loan Documents, and any act or omission that might otherwise be construed as a release or discharge of Trustor from the obligations pursuant hereto.

ARTICLE X.
EXCULPATION

The provisions of Section 9.4 of the Loan Agreement are hereby incorporated by reference into this Security Instrument to the same extent and with the same force as if fully set forth herein.

ARTICLE XI.
NOTICES

All notices or other written communications under this Security Instrument shall be delivered in accordance with Section 10.6 of the Loan Agreement.

ARTICLE XII.
APPLICABLE LAW

Section 12.1.          Governing Law.  This Security Instrument shall be governed in accordance with the terms and provisions of Section 10.3 of the Loan Agreement.

Section 12.2.          Usury Laws.  Notwithstanding anything to the contrary (a) all agreements and communications between Trustor and Beneficiary are hereby and shall automatically be

25

limited so that, after taking into account all amounts deemed interest, the interest contracted for, charged or received by Beneficiary shall never exceed the Maximum Legal Rate or amount, (b) in calculating whether any interest exceeds the Maximum Legal Rate, all such interest shall be amortized, prorated, allocated and spread over the full amount and term of all principal indebtedness of Trustor to Beneficiary, and (c) if through any contingency or event, Beneficiary receives or is deemed to receive interest in excess of the Maximum Legal Rate, any such excess shall be deemed to have been applied toward payment of the principal of any and all then outstanding indebtedness of Trustor to Beneficiary, or if there is no such indebtedness, shall immediately be returned to Trustor.

Section 12.3.          Provisions Subject to Applicable Law.  All rights, powers and remedies provided in this Security Instrument may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of law and are intended to be limited to the extent necessary so that they will not render this Security Instrument invalid, unenforceable or not entitled to be recorded, registered or filed under the provisions of any applicable law.  If any term of this Security Instrument or any application thereof shall be invalid or unenforceable, the remainder of this Security Instrument and any other application of the term shall not be affected thereby.

ARTICLE XIII.
DEFINITIONS

All capitalized terms not defined herein shall have the respective meanings set forth in the Loan Agreement or in Exhibit B attached hereto and made a part hereof.  Unless the context clearly indicates a contrary intent or unless otherwise specifically provided herein, words used in this Security Instrument may be used interchangeably in singular or plural form and the word “Trustor” shall mean “each Trustor and any subsequent owner or owners of the Property or any part thereof or any interest therein”, the word “Beneficiary” shall mean “Beneficiary and any subsequent holder of the Note,” the word “Note” shall mean “the Note and any other evidence of indebtedness secured by this Security Instrument,” the word “Property” or “Collateral” shall include any portion of the Property or the Collateral and any interest therein, and the phrases “attorneys’ fees”, “legal fees” and “counsel fees” shall include any and all attorneys’, paralegal and law clerk fees and disbursements, including, but not limited to, fees and disbursements at the pre-trial, trial and appellate levels incurred or paid by Beneficiary in protecting its interest in the Property, the Leases and the Rents and enforcing its rights hereunder.  Terms used herein that are defined in Articles 8 and 9 of the Uniform Commercial Code and not otherwise defined herein or by reference herein have the meaning assigned to such terms therein.

ARTICLE XIV.
MISCELLANEOUS PROVISIONS

Section 14.1.          No Oral Change.  This Security Instrument, and any provisions hereof, may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of Trustor or Beneficiary, but only by an agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought.

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Section 14.2.          Successors and Assigns.  This Security Instrument shall be binding upon and inure to the benefit of Trustor and Beneficiary and their respective successors and assigns forever.

Section 14.3.          Inapplicable Provisions.  If any term, covenant or condition of the Loan Agreement, the Note or this Security Instrument is held to be invalid, illegal or unenforceable in any respect, the Loan Agreement, the Note and this Security Instrument shall be construed without such provision.

Section 14.4.          Headings, etc.  The headings and captions of various Articles and Sections of this Security Instrument are for convenience of reference only and are not to be construed as defining or limitng, bin any way, the scope or intent of the provisions hereof.

Section 14.5.          Number and Gnder .  _henever the context may require, any pronouns used herein shall include the corresponding masc}line, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa.

Section 14.6.          Subrogation.  If any or all of the proceeds of the Note have been used to extinguish, extend or renew any indebtedness heretofore existing against the Property, then, to the extent of the funds so used, Beneficiary shall be subrogated to all of the rights, claims, liens, titles, and interests existing against the Property heretofore held by, or in favor of, the holder of such indebtedness and such former rights, claims, liens, titles, and interests bif any, are not waived but rather are continued in full force and effect in favor of Beneficiary and are merged with the lien and security interest created herein as cumulative security for the repayment of the Debt, the performance and discharge of Trustor’s obligations hereunder, under the Loan Agreement, the Note and the other Loan Documents and the performance and discharge of the Other Obligations.

Section 14.7.          Entire Agreement.  The Note, the Loan Agreement, this Security Instrument and the other Loan Documents constitute the entire understanding and agreement between Trustor and Beneficiary with respect to the transactions arising in connection with the Debt and supersede all prior written or oral understandings and agreements between Trustor and Beneficiary with respect thereto.  Trustor hereby acknowledges that, except as incorporated in writing in the Note, the Loan Agreement, this Security Instrument and the other Loan Documents, there are not, and were not, and no Persons are or were authorized by Beneficiary to make, any representations, understandings, stipulations, agreements or promises, oral or written, with respect to the transaction which is the subject of the Note, the Loan Agreement, this Security Instrument and the other Loan Documents.

Section 14.8.          Limitation on Beneficiary’s Responsibility.  No provision of this Security Instrument shall operate to place any obligation or liability for the control, care, management or repair of the Property upon Beneficiary, nor shall it operate to make Beneficiary responsible or liable for any waste committed on the Property by tenants or any other Person, or for any dangerous or defective condition of the Property, or for any negligence in the management, upkeep, repair or control of the Property resulting in loss or injury or death to any tenant, licensee, employee or stranger or any other Person.  Nothing herein contained shall be construed as constituting Beneficiary a “mortgagee in possession.”

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Section 14.9.          Appointment of Collateral Agent.  At any time or times, in order to comply with any Legal Requirement, Beneficiary may appoint another Person that is an Affiliate of Beneficiary to act as collateral agent on behalf of Beneficiary with such power and authority as may be necessary for the effectual operation of the provisions hereof and may be specified in the instrument of appointment (which may, in the discretion of Beneficiary, include provisions for the protection of such collateral agent).  Notwithstanding any such appointment but only to the extent not inconsistent with such legal requirements or, in the reasonable judgment of Beneficiary, not unduly burdensome to it or any such collateral agent, Trustor shall, so long as no Default or Event of Default shall have occurred and be continuing, be entitled to deal solely and directly with Beneficiary rather than any such collateral agent in connection with Beneficiary’s rights and obligations under this Security Instrument.

Section 14.10.        Counterparts; Effectiveness.  This Security Instrument may be executed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  This Security Instrument shall become effective with respect to Trustor when Beneficiary shall receive counterparts hereof executed by itself and Trustor.

Section 14.11.        Joint and Several Liability.  If Trustor consists of more than one Person, the obligations and liabilities of each such Person shall be joint and several.

Section 14.12.        Intentionally Omitted.

Section 14.13.        Other Collateral.  This Security Instrument is one of a number of security agreements to secure the Obligations of Trustor pursuant to the Loan Agreement and the other Loan Documents.  All potential junior Lien claimants are placed on notice that, under the Loan Agreement and each other Loan Document granting a security interest to Beneficiary or otherwise (such as by separate future unrecorded agreement between Trustor and Beneficiary), other collateral for the Obligations secured hereunder (i.e., collateral other than the Property) may, under certain circumstances, be released without a corresponding reduction in the total principal amount secured by this Security Instrument.  Such a release would decrease the amount of collateral securing the same indebtedness, thereby increasing the burden on the remaining Property created and continued by this Security Instrument.  No such release shall impair the priority of the lien of this Security Instrument.  By accepting its interest in the Property, each and every junior Lien claimant shall be deemed to have acknowledged the possibility of, and consented to, any such release. Nothing in this paragraph shall impose any obligation upon Beneficiary.

Section 14.14.        Waiver of Appraisement, Valuation, Stay, Extension and Redemption Laws.  Trustor agrees to the full extent permitted by law that if an Event of Default occurs, neither Trustor nor anyone claiming through or under it shall or will set up, claim or seek to take advantage of any appraisement, valuation, stay, extension or redemption laws now or hereafter in force, in order to prevent or hinder the enforcement or foreclosure of this Security Instrument or the absolute sale of the Property or any portion thereof or the final and absolute putting into possession thereof, immediately after such sale, of the purchasers thereof, and Trustor for itself and all who may at any time claim through or under it, hereby waives, to the full extent that it may lawfully so do, the benefit of all such laws, and any and all right to have the assets

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comprising the Property marshaled upon any foreclosure of the lien hereof and agrees that Trustee or any court having jurisdiction to foreclose such lien may sell the Property in part or as an entirety.

Section 14.15.        Suits to Protect the Mortgaged Property.  Subject to applicable provisions of the Loan Agreement, Beneficiary shall have the power and authority to institute and maintain any suits and proceedings as Beneficiary, in its sole and absolute discretion, may deem advisable (a) to prevent any impairment of the Property by any acts which may be unlawful or in violation of this Security Instrument, (b) to preserve or protect its interest in the Mortgaged Property, or (c) to restrain the enforcement of or compliance with any legislation or other Legal Requirement that may be unconstitutional or otherwise invalid, if the enforcement of or compliance with such enactment, rule or order might impair the security hereunder or be prejudicial to Beneficiary’s interest.

Section 14.16.        Waiver of Trial by Jury.  EACH OF BENEFICIARY AND TRUSTOR HEREBY WAIVES TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING BROUGHT IN CONNECTION WITH THIS DEED OF TRUST, WHICH WAIVER IS INFORMED AND VOLUNTARY.

Section 14.17.        Substitution of Trustee.  Beneficiary, to the extent not prohibited by law, shall have the irrevocable power, to be exercised at any time or times hereafter and with or without cause, to substitute a trustee or trustees in place of Trustee, by an instrument in writing duly executed, acknowledged and recorded in the Clark County Recorder’s Office, and when such instrument is so recorded, all of the powers of Trustee thus superseded shall terminate and all of the right, title and interest of Trustee hereunder shall be vested in the trustee or trustees named as its successor, and such successor trustee or trustees shall have the same powers, rights and duties which the trustee so superseded had under this Security Instrument.  The exercise of this right to appoint a successor trustee, no matter how often exercised, shall not be deemed an exhaustion of said right.  Irrespective of whether Trustee consists of one or more entities, Beneficiary may name one or more entities as successor trustee or trustees as Beneficiary may determine.

ARTICLE XV.
STATE-SPECIFIC PROVISIONS

Section 15.1.          Principles of Construction.  In the event of any inconsistencies between the terms and conditions of this Article 15 and the terms and conditions of this Security Instrument, the terms and conditions of this Article 15 shall control and be binding.

Section 15.2.          Waivers.  (a)  Trustor waives all rights of subrogation, reimbursement, indemnification, and contribution and any other rights and defenses that are or may become available to such Trustor by reason of Nevada law, including, to the extent permitted by law, (i) the benefit of all laws now existing or that may hereafter be enacted providing for any appraisement before sale of any portion of the Property; (ii) all rights of redemption, valuation, appraisement, stay of execution, notice of election to mature or declare due the whole of the secured indebtedness, and marshaling in the event of foreclosure of the liens hereby created; (iii) all rights and remedies that Trustor may have or be able to assert by reason of the laws of the

29

State of Nevada pertaining to the rights and remedies of sureties; (iv) the right to assert any statute of limitations as a bar to the enforcement of the lien of this Security Instrument or to any action brought to enforce the Notes or any other Obligation secured by this Security Instrument; (v) Trustor’s right to notice of termination of the operation of instrument under NRS § 106.380; and (vi) any rights, legal or equitable, to require marshaling of assets or to require upon foreclosure sales in a particular order, including, without limitation, any rights under NRS §§ 100.040 and 100.050.  Beneficiary shall have the right to determine the order in which any or all of the Mortgaged Property shall be subjected to the remedies provided herein.  Beneficiary shall have the right to determine the order in which any or all portions of the indebtedness secured hereby are satisfied from the proceeds realized upon the exercise of the remedies provided herein.  Nothing contained herein shall be deemed to be a waiver of Trustor’s rights under NRS § 40.462.

(b)           Trustor waives all rights and defenses affecting enforcement of this Security Instrument that Trustor may have because the Obligations are secured by real property.  This is an unconditional and irrevocable waiver of any rights and defenses affecting enforcement of this Security Instrument that Trustor may have because the Loan is secured by real property.  These rights and defenses include, but are not limited to, any rights and defenses based upon Nevada law.

(c)           Trustor hereby expressly waives diligence, demand, presentment, protest and notice of every kind and nature whatsoever (unless as otherwise required under this Security Instrument) and waives any right to require Beneficiary to enforce any remedy against any guarantor, endorser or other person whatsoever prior to the exercise of its rights and remedies hereunder or otherwise.  To the extent permitted by applicable law, Trustor waives any right to require Beneficiary to (i) proceed or exhaust any collateral security given or held by Beneficiary in connection with the Obligations, (ii) give notice of the terms, time and place of any public or private sale of any real or personal property security for the Obligations or other guaranty of the Obligations; or (iii) pursue any other remedy in Beneficiary’s power whatsoever.

(d)           Until all of the Obligations shall have been paid in full, Trustor (i) shall not have any right of subrogation to any of the rights of Beneficiary against any guarantor, maker or endorser; (ii) waives any right to enforce any remedy which Beneficiary or Trustor now has or may hereafter have against any other guarantor, maker or endorser; (iii) waives any benefit of, and any other right to participate in, any collateral security for the Obligations or any guaranty of the obligations now or hereafter held by Beneficiary.

(e)           Trustor expressly waives all suretyship defenses that Trustor may have under Nevada law and the laws of any other state.

Section 15.3.          Incorporated Statutory Provisions.  To the extent not inconsistent with the other provisions of this Security Instrument or the other Loan Documents, the following covenants, Nos. 1, 2 (full replacement value), 3, 4 (default rate under Note), 5, 6, 7 (a reasonable percentage), 8 and 9 of Nevada Revised Statues § 107.030 are hereby adopted and made a part of this Security Instrument.

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Section 15.4.          Gaming Matters.  Beneficiary acknowledges that to the extent the exercise of its rights, remedies and powers hereunder are subject to Gaming Laws, Beneficiary shall obtain consents or approvals as required by such Gaming Laws.  Beneficiary and Trustee acknowledge, understand and agree that, to the extent the prior approval of the Nevada Gaming Authorities is required pursuant to applicable law for the exercise, operation and effectiveness of any remedy hereunder, or the taking of any action that may be taken by Beneficiary or Trustee hereunder, including without limitation the taking of possession and disposition of collateral consisting of gaming devices, cashless wagering systems and mobile gaming systems (as those terms are defined in Nevada Revised Statutes Chapter 463), such remedy or action shall be subject to such prior approval of the Nevada Gaming Authorities and the Beneficiary or Trustee may be subject to being called forward for licensing or a finding of suitability.

Section 15.5.          Security Agreement.  THIS SECURITY INSTRUMENT CONSTITUTES A SECURITY AGREEMENT AS THAT TERM IS DEFINED IN THE NEVADA UNIFORM COMMERCIAL CODE, PORTIONS OF THE COLLATERAL ARE GOODS THAT ARE OR ARE TO BECOME FIXTURES ON THE LAND DESCRIBED IN EXHIBIT A ATTACHED HERETO.  THIS INSTRUMENT IS INTENDED TO SERVE AS A FIXTURE FILING AND IS TO BE RECORDED IN THE REAL ESTATE RECORDS OF CLARK COUNTY, NEVADA AND INDEXED AS BOTH A DEED OF TRUST AND A FIXTURE FILING.  TRUSTOR IS THE OWNER OF A RECORD INTEREST IN THE LAND DESCRIBED IN EXHIBIT A ATTACHED HERETO.  TRUSTOR IS THE DEBTOR AND BENEFICIARY IS THE SECURED PARTY.

Section 15.6.          Future Advances.  This Security Instrument is governed by Nevada Revised Statutes Sections (“NRS”) 106.300 to 106.400 and secures future advances as provided in such sections.  The maximum amount of “principal” (as defined in NRS Section 106.345) secured hereby (including disbursements that the Lender may, but shall not be obligated to, make under this Security Instrument, the Loan Documents or any other document with respect thereto) shall not exceed) ($820,000,000) Dollars.  This Security Instrument shall be valid and have priority to the extent of the maximum amount secured hereby over all subsequent liens and encumbrances, including statutory liens, excepting solely taxes and assessments levied on the Property given priority by law.

Section 15.7.          Additional Event of Default.  An Event of Default shall occur if Trustor or any other “borrower” (as that term is defined in NRS 106.310, as amended or recodified from time to time) who may send a notice pursuant to NRS 106.380(1), as amended or recodified from time to time, with respect to this Security Instrument, (i) delivers, sends by mail or otherwise gives, or purports to deliver, send by mail or otherwise give to Beneficiary:  (A) any notice of an election to terminate the operation of this Security Instrument as security for any Obligation, including, without limitation, any obligation to repay any “future advance” (as defined in NRS 106.320, as amended or recodified from time to time), of “principal” (as defined in NRS 106.345, as amended or recodified from time to time), or (B) any other notice pursuant to NRS 106.380(3), as amended or recodified from time to time, or (ii) records a statement pursuant to NRS 106.380(3), as amended or recodified from time to time, or (iii) (causes this Security Instrument, any Obligation, or Beneficiary to be subject to NRS 106.380(2), 106.380(3) or 106.400, as amended or recodified from time to time.

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[REMAINDER OF PAGE INTENTIONALLY BLANK]

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IN WITNESS WHEREOF, this Security Instrument has been executed by Trustor Trustee, and Beneficiary as of the day and year first above written.

TRUSTOR:	PH FEE OWNER LLC, a Delaware limited liability company
	By:
		Name:
		Title:
	OPBIZ, L.L.C., a Nevada limited liability company
	By:
		Name:
		Title:
TRUSTEE:	FIRST AMERICAN TITLE INSURANCE COMPANY, a New York corporation
	By:
		Name:
		Title:
BENEFICIARY:	COLUMN FINANCIAL, INC., a Delaware corporation
	By:
		Name:
		Title:

NEVADA NOTARY BLOCKS

STATE OF	)
	)  ss.
County of	)

This instrument was acknowledged before me on                              , 200   , by                               , as                                          of                                         , a[n]                                               limited liability company, on behalf of such company.

(SEAL)
	Notary Public
My commission will expire:

NEVADA NOTARY BLOCKS

STATE OF	)
	)  ss.
County of	)

This instrument was acknowledged before me on                              , 200   , by                               , as                                          of                                         , a[n]                                               limited liability company, on behalf of such company.

(SEAL)
	Notary Public
My commission will expire:

STATE OF	)
	)  ss.
County of	)

This instrument was acknowledged before me on                              , 200   , by                               , as                                          of                                         , a[n]                                               limited liability company, on behalf of such company.

(SEAL)
	Notary Public
My commission will expire:

EXHIBIT A

Legal Description

Real property in the City of Las Vegas, County of Clark, State of Nevada, described as follows:

PARCEL ONE (1):

EXPLANATION:

THIS LEGAL DESCRIBES PARCEL NE AS SHOWN IN FILE 111, PAGE 85 OF SURVEYS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE.

LEGAL DESCRIPTION

PARCEL NE

A PORTION OF LOT 1 AS SHOWN IN THAT CERTAIN FINAL MAP ENTITLED “THE ALADDIN COMMERCIAL SUBDIVISION: AS RECORDED IN BOOK 96, PAGE 33 OF PLATS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE AND LYING WITHIN THE NORTHWEST QUARTER (NW ¼) OF SECTION 21, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER (NW ¼) OF SAID SECTION 21, THENCE NORTH 01°28’29” WEST, ALONG THE WEST LINE OF THE NORTHWEST QUARTER (NW ¼) OF SAID SECTION 21, A DISTANCE OF 1175.72 FEET TO A POINT ON THE WESTERLY PROLONGATION OF THE NORTH LINE OF SAID LOT 1, THENCE ALONG SAID WESTERLY PROLONGATION, NORTH 89°23’20” EAST, 107.55 FEET TO A POINT ON THE EASTERLY RIGHT-OF-WAY OF LAS VEGAS BOULEVARD SOUTH; THENCE CONTINUING ALONG THE NORTH LINE OF SAID LOT 1, NORTH 89°23’20” EAST, 1203.33 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING NORTH 89°23’20” EAST, 252.84 FEET TO THE WESTERLY RIGHT-OF-WAY OF AUDRIE LANE; THENCE ALONG SAID WESTERLY RIGHT-OF-WAY, SOUTH 00°36’40” EAST, 141.47 FEET; THENCE DEPARTING SAID WESTERLY RIGHT-OF-WAY, SOUTH 89°23’20” WEST, 252.84 FEET; THENCE NORTH 00°36’40” WEST, 141.47 FEET TO THE POINT OF BEGINNING.

PARCEL TWO (2):

EXPLANATION:

THIS LEGAL DESCRIBES PARCEL ND AS SHOWN IN FILE 111, PAGE 86 OF SURVEYS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE.

LEGAL DESCRIPTION

PARCEL ND

A-2

A PORTION OF LOT 1 AS SHOWN IN THAT CERTAIN FINAL MAP ENTITLED “THE ALADDIN COMMERCIAL SUBDIVISION” AS RECORDED IN BOOK 96 PAGE 33 OF PLATS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE AND LYING WITHIN THE NORTHWEST QUARTER (NW ¼) OF SECTION 21, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER (NW ¼) OF SAID SECTION 21, THENCE NORTH 01°28’29” WEST, ALONG THE WEST LINE OF THE NORTHWEST QUARTER (NW ¼) OF SAID SECTION 21, A DISTANCE OF 1175.72 FEET TO A POINT ON THE WESTERLY PROLONGATION OF THE NORTH LINE OF SAID LOT 1; THENCE ALONG SAID WESTERLY PROLONGATION, NORTH 89°23’20” EAST, 107.55 FEET TO A POINT ON THE EASTERLY RIGHT-OF-WAY OF LAS VEGAS BOULEVARD SOUTH, THENCE CONTINUING ALONG THE NORTH LINE OF SAID LOT 1, NORTH 89°23’20” EAST, 995.09 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING NORTH 89°23’20” EAST, 208.25. FEET; THENCE SOUTH 00°36’40” EAST 130.25 FEET; THENCE SOUTH 89°27’06” WEST, 206.64 FEET; THENCE NORTH 00°24’51” WEST, 74.89 FEET; THENCE SOUTH 89°26’04” WEST 1.87 FEET; THENCE NORTH 00°36’40” WEST, 55.14 FEET TO THE POINT OF BEGINNING.

PARCEL THREE (3):

EXPLANATION:

THIS LEGAL DESCRIBES PARCEL NA18 AS SHOWN IN FILE 111, PAGE 96 OF SURVEYS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE.

LEGAL DESCRIPTION:

PARCEL NA18:

A PORTION OF LOT 1 AS SHOWN IN THAT CERTAIN FINAL MAP ENTITLED “THE ALADDIN COMMERCIAL SUBDIVISION” AS RECORDED IN BOOK 96, PAGE 33 OF PLATS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE AND LYING WITHIN THE NORTHWEST QUARTER (NW 1/4) OF SECTION 21, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 21 BEING A POINT ON THE CENTERLINE OF HARMON AVENUE; THENCE NORTH 89°31’10” EAST, 315.36 FEET ALONG THE SOUTH LINE OF SAID NORTHWEST QUARTER (NW 1/4) AND THE CENTERLINE OF SAID HARMON AVENUE; THENCE DEPARTING SAID SOUTH LINE AND STREET CENTERLINE, NORTH 00°36’27” WEST, 64.70 FEET TO THE NORTHERLY RIGHT-OF-WAY OF SAID HARMON AVENUE; THENCE DEPARTING SAID NORTHERLY RIGHT-OF-WAY AND CONTINUING NORTH 00°36’27” WEST, 155.30 FEET; THENCE NORTH 89°31’10” EAST, 365.00 FEET; THENCE NORTH 00°36’27” WEST, 150.00 FEET; THENCE SOUTH 89°31’10” WEST, 392.23 FEET; THENCE NORTH 00°28’50” WEST, 177.37 FEET TO THE POINT OF BEGINNING; THENCE NORTH 00°58’05” WEST, 13.50 FEET; THENCE NORTH 89°26’34” EAST, 13.10 FEET; THENCE SOUTH 00°19’14” WEST, 2.01 FEET; THENCE NORTH 88°58’21” EAST, 2.57 FEET; THENCE SOUTH 00°44’18” EAST, 10.88 FEET; THENCE SOUTH 87°09’13” WEST, 15.58 FEET TO THE POINT OF BEGINNING.

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PARCEL NA18 HAS A LOWER PLANE ELEVATION OF 2134.29 FEET AND AN UPPER PLANE ELEVATION OF 2144.29 FEET.

PARCEL FOUR (4):

EXPLANATION

THIS LEGAL DESCRIBES PARCEL NA17 AS SHOWN IN FILE 111, PAGE 97 OF SURVEYS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE.

LEGAL DESCRIPTION:

PARCEL NA17

A PORTION OF LOT 1 AS SHOWN IN THAT CERTAIN FINAL MAP ENTITLED “THE ALADDIN COMMERCIAL SUBDIVISION” AS RECORDED IN BOOK 96, PAGE 33 OF PLATS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE AND LYING WITHIN THE NORTHWEST QUARTER (NW 1/4) OF SECTION 21, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 21 BEING A POINT ON THE CENTERLINE OF HARMON AVENUE; THENCE ALONG THE SOUTH LINE OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 21 AND THE CENTERLINE OF SAID HARMON AVENUE, NORTH 89°31’10” EAST, 315.36 FEET; THENCE DEPARTING SAID SOUTH LINE AND STREET CENTERLINE, NORTH 00°36’27” WEST, 64.70 FEET TO THE NORTHERLY RIGHT-OF-WAY OF SAID HARMON AVENUE; THENCE DEPARTING SAID NORTHERLY RIGHT-OF-WAY AND CONTINUING NORTH 00°36’27” WEST, 155.30 FEET; THENCE NORTH 89°31’10” EAST, 365.00 FEET; THENCE NORTH 00°36’27” WEST, 150.00 FEET; THENCE SOUTH 89°31’10” WEST, 590.00 FEET TO THE EAST RIGHT-OF-WAY OF LAS VEGAS BOULEVARD SOUTH; THENCE ALONG SAID EAST RIGHT-OF-WAY, NORTH 00°36’27” WEST, 190.49 FEET; THENCE DEPARTING SAID EAST RIGHT-OF-WAY, NORTH 89°23’33” EAST, 125.51 FEET TO THE POINT OF BEGINNING; THENCE NORTH 89°26’17” EAST, 28.49 FEET; THENCE SOUTH 00°22’17” EAST, 17.42 FEET; THENCE SOUTH 88°42’49” WEST, 7.89 FEET; THENCE NORTH 00°41’59” WEST, 10.28 FEET; THENCE SOUTH 88°57’02” WEST, 20.52 FEET; THENCE NORTH 00°33’51” WEST, 7.41 FEET TO THE POINT OF BEGINNING.

PARCEL NA17 HAS A LOWER PLANE ELEVATION OF 2134.29 FEET AND AN UPPER PLANE ELEVATION OF 2144.29 FEET.

PARCEL FIVE (5):

EXPLANATION:

THIS LEGAL DESCRIBES PARCEL NA7 AS SHOWN IN FILE 111, PAGE 98 OF SURVEYS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE.

LEGAL DESCRIPTION:

PARCEL NA7

A PORTION OF LOT 1 AS SHOWN IN THAT CERTAIN FINAL MAP ENTITLED “THE

A-4

ALADDIN COMMERCIAL SUBDIVISION” AS RECORDED IN BOOK 96, PAGE 33 OF PLATS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE AND LYING WITHIN A PORTION OF THE NORTHWEST QUARTER (NW 1/4) OF SECTION 21, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 21 BEING A POINT ON THE CENTERLINE OF HARMON AVENUE; THENCE NORTH 89°31’10” EAST ALONG THE SOUTH LINE OF THE NORTHWEST CORNER OF SAID SECTION 21 AND THE CENTERLINE OF SAID HARMON AVENUE, 315.36 FEET; THENCE DEPARTING SAID SOUTH LINE AND STREET CENTERLINE, NORTH 00°36’27” WEST, 64.70 FEET TO THE NORTHERLY RIGHT-OF-WAY OF SAID HARMON AVENUE; THENCE DEPARTING SAID NORTHERLY RIGHT-OF-WAY AND CONTINUING NORTH 00°36’27” WEST, 155.30 FEET; THENCE NORTH 89°31’10” EAST, 365.00 FEET; THENCE NORTH 00°36’27” WEST, 150.00 FEET; THENCE SOUTH 89°31’10” WEST, 590.00 FEET TO A POINT ON THE EASTERLY RIGHT-OF-WAY OF LAS VEGAS BOULEVARD SOUTH; THENCE ALONG SAID EASTERLY RIGHT-OF-WAY, NORTH 00°36’27” WEST, 416.51 FEET; THENCE DEPARTING SAID EASTERLY RIGHT-OF-WAY, NORTH 89°23’33” EAST, 436.67 FEET TO THE POINT OF BEGINNING; THENCE NORTH 45°12’47” EAST, 2.26 FEET; THENCE NORTH 24°20’07” EAST, 42.08 FEET; THENCE NORTH 65°15’05” EAST, 17.37 FEET; THENCE NORTH 89°21’48” EAST, 43.37 FEET; THENCE NORTH 59°33’09” EAST, 33.81 FEET; THENCE NORTH 72°29’03” EAST, 59.84 FEET; THENCE SOUTH 64°39’13” EAST, 13.45 FEET; THENCE SOUTH 55°25’35” WEST, 9.45 FEET; THENCE SOUTH 25°15’30” EAST, 8.73 FEET; THENCE SOUTH 24°28’49” WEST, 13.76 FEET; THENCE NORTH 65°40’35” WEST, 7.37 FEET; THENCE SOUTH 23°19’04” WEST, 29.88 FEET; THENCE NORTH 64°56’42” WEST, 25.44 FEET; THENCE SOUTH 60°12’34” WEST, 4.24 FEET; THENCE SOUTH 24°17’28” WEST, 15.74 FEET; THENCE SOUTH 64°37’10” EAST, 18.23 FEET; THENCE SOUTH 24°13’36” WEST, 16.26 FEET; THENCE NORTH 65°46’24” WEST, 34.86 FEET; THENCE SOUTH 89°24’55” WEST, 56.22 FEET; THENCE SOUTH 64°19’48” WEST, 36.37 FEET; THENCE NORTH 45°48’06” WEST, 5.16 FEET TO THE POINT OF BEGINNING.

PARCEL NA7 HAS A LOWER PLANE ELEVATION OF 2134.29 FEET AND AN UPPER PLANE ELEVATION OF 2144.29 FEET.

PARCEL SIX (6):

EXPLANATION:

THIS LEGAL DESCRIBES PARCEL NA5 AS SHOWN IN FILE 111, PAGE 99 OF SURVEYS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE.

LEGAL DESCRIPTION:

PARCEL NA5

A PORTION OF LOT 1 AS SHOWN IN THAT CERTAIN FINAL MAP ENTITLED “THE ALADDIN COMMERCIAL SUBDIVISION” AS RECORDED IN BOOK 96, PAGE 33 OF PLATS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE AND LYING WITHIN A PORTION OF THE NORTHWEST QUARTER (NW 1/4) OF SECTION 21, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

A-5

COMMENCING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 21 BEING A POINT ON THE CENTERLINE OF HARMON AVENUE; THENCE NORTH 89°31’10” EAST ALONG THE SOUTH LINE OF THE NORTHWEST CORNER OF SAID SECTION 21 AND THE CENTERLINE OF SAID HARMON AVENUE, 315.36 FEET; THENCE DEPARTING SAID SOUTH LINE AND STREET CENTERLINE, NORTH 00°36’27” WEST, 64.70 FEET TO THE NORTHERLY RIGHT-OF-WAY OF SAID HARMON AVENUE; THENCE DEPARTING SAID NORTHERLY RIGHT-OF-WAY AND CONTINUING NORTH 00°36’27” WEST, 155.30 FEET; THENCE NORTH 89°31’10” EAST, 365.00 FEET; THENCE NORTH 00°36’27” WEST, 150.00 FEET; THENCE SOUTH 89°31’10” WEST, 433.44 FEET; THENCE NORTH 00°45’37” WEST, 132.98 FEET; THENCE NORTH 89°23’33” EAST, 79.88 FEET TO THE POINT OF BEGINNING; THENCE NORTH 62°47’57” EAST, 6.33 FEET; THENCE SOUTH 25°54’06” EAST, 7.11 FEET; THENCE SOUTH 62°47’57” WEST, 2.09 FEET; THENCE SOUTH 00°03’19” EAST, 2.47 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT NO 1; THENCE CONTINUING SOUTH 00°03’19” EAST, 23.04 FEET; THENCE SOUTH 89°37’20” WEST, 6.88 FEET; THENCE NORTH 00°03’19” WEST, 22.98 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT NO. 2; THENCE CONTINUING NORTH 00°03’19” WEST, 7.03 FEET TO THE POINT OF BEGINNING.

THE ABOVE DESCRIBED AREA HAS A LOWER PLANE ELEVATION OF 2134.29 FEET AND AN UPPER PLANE ELEVATION OF 2144.29 FEET.

EXCEPTING THEREFROM THE FOLLOWING DESCRIBED AREA: BEGINNING AT THE AFOREMENTIONED POINT NO. 2; THENCE NORTH 89°08’33’ EAST, 6.88 FEET TO THE AFOREMENTIONED POINT NO. 1; THENCE SOUTH 00°03’19” EAST, A SLOPE DISTANCE OF 18.59 FEET AT A VERTICAL ANGLE ABOVE THE HORIZON OF 32°32’40” TO A POINT HEREINAFTER REFERRED TO AS POINT NO. 3; THENCE SOUTH 89°08’33” WEST 6.88 FEET; THENCE NORTH 00°03’19” WEST, A SLOPE DISTANCE OF 18.59 FEET AT A VERTICAL ANGLE BELOW THE HORIZON OF 32°32’40” TO THE POINT OF BEGINNING.

THE ABOVE DESCRIBED AREA HAS A LOWER PLANE ELEVATION OF 2134.29 FEET AND AN UPPER PLANE ELEVATION OF 2144.29 FEET.

EXCEPTING THEREFROM THE FOLLOWING DESCRIBED AREA:

BEGINNING AT THE AFOREMENTIONED POINT NO. 3; THENCE SOUTH 00°03’19” EAST, 7.37 FEET; THENCE SOUTH 89°37’20” WEST, 6.88 FEET; THENCE NORTH 00°03’19” WEST, 7.31 FEET; THENCE NORTH 89°08’33” EAST, 6.88 FEET TO THE POINT OF BEGINNING.

THE ABOVE DESCRIBED AREA HAS A LOWER PLANE ELEVATION OF 2134.29 FEET AND AN UPPER PLANE ELEVATION OF 2144.29 FEET.

PARCEL SEVEN (7):

EXPLANATION:

THIS LEGAL DESCRIBES PARCEL NA16 AS SHOWN IN FILE 111, PAGE 100 OF SURVEYS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE.

LEGAL DESCRIPTION

PARCEL NA16

A-6

A PORTION OF LOT 1 AS SHOWN IN THAT CERTAIN FINAL MAP ENTITLED “THE ALADDIN COMMERCIAL SUBDIVISION” AS RECORDED IN BOOK 96, PAGE 33 OF PLATS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE AND LYING WITHIN A PORTION OF THE NORTHWEST QUARTER (NW 1/4) OF SECTION 21, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 21 BEING A POINT ON THE CENTERLINE OF HARMON AVENUE; THENCE NORTH 89°31’10” EAST ALONG THE SOUTH LINE OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 21 AND THE CENTERLINE OF SAID HARMON AVENUE, 315.36 FEET; THENCE NORTH 00°36’27” WEST, 64.70 FEET TO THE NORTHERLY RIGHT-OF-WAY OF HARMON AVENUE; THENCE DEPARTING SAID NORTHERLY RIGHT-OF-WAY AND CONTINUING NORTH 00°36’27” WEST, 155.30 FEET; THENCE NORTH 89°31’10” EAST, 365.00 FEET; THENCE NORTH 00°36’27” WEST, 150.00 FEET; THENCE SOUTH 89°31’10” WEST, 590.00 FEET TO THE EAST RIGHT-OF-WAY OF LAS VEGAS BOULEVARD SOUTH; THENCE ALONG SAID EAST RIGHT-OF-WAY, NORTH 00°36’27” WEST, 691.42 FEET; THENCE NORTH 00°54’27” WEST, ALONG SAID EAST RIGHT-OF-WAY 114.38 FEET; THENCE DEPARTING SAID EAST RIGHT-OF-WAY, NORTH 89°23’20” EAST, 372.54 FEET; THENCE SOUTH 00°36’40” EAST, 55.06 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 00°46’32” EAST, 8.53 FEET; THENCE SOUTH 89°25’26” WEST, 25.25 FEET; THENCE SOUTH 00°38’15” EAST, 26.32 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT NO. 1; THENCE SOUTH 00°36’55” EAST, 15.65 FEET; THENCE SOUTH 89°21’31” WEST, 11.73 FEET; THENCE NORTH 00°38’29” WEST, 2.45 FEET; THENCE SOUTH 89°23’05” WEST, 91.95 FEET; THENCE SOUTH 00°38’29” EAST, 2.51 FEET; THENCE SOUTH 89°21’31” WEST, 10.51 FEET; THENCE NORTH 00°36’55” WEST, 15.67 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT NO. 2; THENCE NORTH 00°36’55” WEST, 48.54 FEET; THENCE NORTH 89°16’02” EAST, 13.84 FEET; THENCE SOUTH 00°46’36” EAST, 13.48 FEET; THENCE SOUTH 89°28’45” WEST, 2.88 FEET; THENCE SOUTH 00°38’29” EAST, 25.56 FEET; THENCE NORTH 89°21’31” EAST, 91.45 FEET; THENCE NORTH 00°38’29” WEST, 25.37 FEET; THENCE NORTH 89°28’45” EAST, 36.96 FEET TO THE POINT OF BEGINNING.

PARCEL NA16 HAS A LOWER PLANE ELEVATION OF 2134.29 FEET AND AN UPPER PLANE ELEVATION OF 2144.29 FEET.

EXCEPTING THEREFROM THE FOLLOWING DESCRIBED AREA:

BEGINNING AT THE AFOREMENTIONED POINT NO. 1; THENCE SOUTH 00°36’55” EAST, A SLOPE DISTANCE OF 18.57 FEET AT A VERTICAL ANGLE ABOVE THE HORIZON OF 32°32’40”; THENCE SOUTH 89°21’31” WEST, 11.73 FEET; THENCE NORTH 00°38’29” WEST, A SLOPE DISTANCE OF 18.57 FEET AT A VERTICAL ANGLE BELOW THE HORIZON OF 32°32’40”; THENCE NORTH 89°23’05” EAST, 11.73 FEET TO THE POINT OF BEGINNING.

THE ABOVE DESCRIBED AREA HAS A LOWER PLANE ELEVATION OF 2134.29 FEET AND AN UPPER PLANE ELEVATION OF 2144.29 FEET.

EXCEPTING THEREFROM THE FOLLOWING DESCRIBED AREA:

BEGINNING AT THE AFOREMENTIONED POINT NO. 2; THENCE NORTH 89°21’31” EAST, 10.51 FEET; THENCE SOUTH 00°38’29” EAST, A SLOPE DISTANCE OF 18.57 FEET

A-7

AT A VERTICAL ANGLE ABOVE THE HORIZON OF 32°32’40”; THENCE SOUTH 89°21’31” WEST, 10.51 FEET; THENCE NORTH 00°36’55” WEST, A SLOPE DISTANCE OF 18.57 FEET AT A VERTICAL ANGLE BELOW THE HORIZON OF 32°32’40” TO THE POINT OF BEGINNING.

THE ABOVE DESCRIBED AREA HAS A LOWER PLANE ELEVATION OF 2134.29 FEET AND AN UPPER PLANE ELEVATION OF 2144.29 FEET.

PARCEL EIGHT (8):

EXPLANATION:

THIS LEGAL DESCRIBES PARCEL NA6 AS SHOWN IN FILE 112, PAGE 01 OF SURVEYS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE.

LEGAL DESCRIPTION

PARCEL NA6

A PORTION OF LOT 1 AS SHOWN IN THAT CERTAIN FINAL MAP ENTITLED “THE ALADDIN COMMERCIAL SUBDIVISION” AS RECORDED IN BOOK 96, PAGE 33 OF PLATS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE AND LYING WITHIN A PORTION OF THE NORTHWEST QUARTER (NW 1/4) OF SECTION 21, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 21 BEING A POINT ON THE CENTERLINE OF HARMON AVENUE; THENCE NORTH 89°31’10” EAST ALONG THE SOUTH LINE OF THE NORTHWEST CORNER OF SAID SECTION 21 AND THE CENTERLINE OF SAID HARMON AVENUE, 315.36 FEET; THENCE DEPARTING SAID SOUTH LINE AND STREET CENTERLINE, NORTH 00°36’27” WEST, 64.70 FEET TO THE NORTHERLY RIGHT-OF-WAY OF SAID HARMON AVENUE; THENCE DEPARTING SAID NORTHERLY RIGHT-OF-WAY AND CONTINUING NORTH 00°36’27” WEST, 155.30 FEET; THENCE NORTH 89°31’10” EAST, 365.00 FEET; THENCE NORTH 00°36’27” WEST, 150.00 FEET; THENCE SOUTH 89°31’10” WEST, 136.35 FEET; THENCE NORTH 00°36’12” WEST, 60.97 FEET; THENCE NORTH 64°18’14” EAST, 7.27 FEET; THENCE NORTH 00°28’50” WEST, 156.32 FEET TO THE POINT OF BEGINNING; THENCE NORTH 25°41’08” WEST, 60.80 FEET; THENCE NORTH 64°40’35” EAST, 16.80 FEET; THENCE NORTH 00°36’39” WEST, 48.88 FEET; THENCE SOUTH 64°25’33” EAST, 5.15 FEET; THENCE SOUTH 80°16’36” EAST, 91.67 FEET; THENCE SOUTH 64°54’45” EAST, 3.97 FEET; THENCE SOUTH 02°40’26” WEST, 23.31 FEET; THENCE SOUTH 03°36’30” EAST, 27.47 FEET; THENCE SOUTH 10°37’10” EAST, 27.53 FEET; THENCE SOUTH 13°40’17” EAST, 8.67 FEET; THENCE SOUTH 84°56’14” WEST, 26.94 FEET; THENCE NORTH 00°52’53” WEST, 61.11 FEET; THENCE SOUTH 89°14’29” WEST, 42.05 FEET; THENCE SOUTH 00°32’12” EAST, 51.30 FEET; THENCE SOUTH 64°21’04” WEST, 28.09 FEET TO THE POINT OF BEGINNING.

PARCEL NA6 HAS A LOWER PLANE ELEVATION OF 2134.29 FEET AND AN UPPER PLANE ELEVATION OF 2144.29 FEET.

PARCEL NINE (9):

EXPLANATION:

A-8

THIS LEGAL DESCRIBES PARCEL NA15 AS SHOWN IN FILE 112, PAGE 02 OF SURVEYS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE.

LEGAL DESCRIPTION

PARCEL NA15

A PORTION OF LOT 1 AS SHOWN IN THAT CERTAIN FINAL MAP ENTITLED “THE ALADDIN COMMERCIAL SUBDIVISION” AS RECORDED IN BOOK 96, PAGE 33 OF PLATS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE AND LYING WITHIN A PORTION OF THE NORTHWEST QUARTER (NW 1/4) OF SECTION 21, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 21 BEING A POINT ON THE CENTERLINE OF HARMON AVENUE; THENCE NORTH 89°31’10” EAST ALONG THE SOUTH LINE OF THE NORTHWEST CORNER (NW1/4) OF SAID SECTION 21 AND THE CENTERLINE OF SAID HARMON AVENUE, 315.36 FEET; THENCE DEPARTING SAID SOUTH LINE AND SAID STREET CENTERLINE, NORTH 00°36’27” WEST, 64.70 FEET TO THE NORTHERLY RIGHT-OF-WAY OF SAID HARMON AVENUE; THENCE DEPARTING SAID NORTHERLY RIGHT-OF-WAY AND CONTINUING NORTH 00°36’27” WEST, 155.30 FEET; THENCE NORTH 89°31’10” EAST, 365.00 FEET; THENCE NORTH 00°36’27” WEST, 150.00 FEET; THENCE SOUTH 89°31’10” WEST, 590.00 FEET TO A POINT ON THE EASTERLY RIGHT-OF-WAY OF LAS VEGAS BOULEVARD SOUTH; THENCE ALONG SAID EASTERLY RIGHT-OF-WAY, NORTH 00°36’27” WEST, 691.42 FEET; THENCE NORTH 00°54’27” WEST, 114.38 FEET; THENCE DEPARTING SAID EASTERLY RIGHT-OF-WAY, NORTH 89°23’20” EAST, 447.36 FEET; THENCE SOUTH 00°36’40” EAST, 55.03 FEET TO THE POINT OF BEGINNING; THENCE NORTH 89°26’12” EAST, 38.01 FEET; THENCE SOUTH 00°46’32” EAST, 8.60 FEET; THENCE SOUTH 89°05’01” WEST, 27.96 FEET; THENCE SOUTH 00°14’52” EAST, 39.33 FEET; THENCE SOUTH 87°01’19” WEST, 3.51 FEET; THENCE SOUTH 24°23’31” WEST, 35.22 FEET; THENCE SOUTH 65°26’29” EAST, 9.23 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT NO. 1; THENCE CONTINUING SOUTH 65°26’29” EAST, 16.30 FEET; THENCE SOUTH 24°23’35” WEST, 9.37 FEET; THENCE NORTH 65°36’25” WEST, 21.81 FEET; THENCE NORTH 24°23’35” EAST, 3.89 FEET; THENCE NORTH 65°25’32” WEST, 9.78 FEET; THENCE NORTH 24°22’24” EAST, 38.73 FEET; THENCE NORTH 00°33’30” WEST, 47.51 FEET TO THE POINT OF BEGINNING.

THE ABOVE DESCRIBED AREA HAS A LOWER PLANE ELEVATION OF 2134.06 FEET AND AN UPPER ELEVATION OF 2144.29 FEET.

EXCEPTING THEREFROM THE FOLLOWING DESCRIBED AREA:

BEGINNING AT THE AFOREMENTIONED POINT NO. 1; THENCE SOUTH 65°26’29” EAST, A SLOPE DISTANCE OF 13.26 FEET AT A VERTICAL ANGLE ABOVE THE HORIZON OF 33°57’56” TO A POINT HEREINAFTER REFERRED TO AS POINT NO. 2; THENCE SOUTH 24°23’35” WEST, 5.53 FEET; THENCE NORTH 65°29’41” WEST, A SLOPE DISTANCE OF 13.26 FEET AT A VERTICAL ANGLE BELOW THE HORIZON OF 33°57’56”; THENCE NORTH 24°23’35” EAST, 5.54 FEET TO THE POINT OF BEGINNING.

THE ABOVE DESCRIBED AREA HAS A LOWER PLANE OF ELEVATION OF 2134.06 FEET AND AN UPPER PLANE ELEVATION OF 2141.47 FEET.

EXCEPTING THEREFROM THE FOLLOWING DESCRIBED AREA:

BEGINNING AT THE AFOREMENTIONED POINT NO. 2; THENCE SOUTH 65°26’29” EAST, 5.30 FEET; THENCE SOUTH 24°23’35” WEST, 9.37 FEET; THENCE NORTH 65°36’25” WEST, 5.30 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT NO. 3; THENCE NORTH 24°23’35” EAST, 9.37 FEET TO THE POINT OF BEGINNING.

THE ABOVE DESCRIBED AREA HAS A LOWER PLANE ELEVATION OF 2134.06 FEET AND AN UPPER PLANE ELEVATION OF 2141.47 FEET.

A-9

EXCEPTING THEREFROM THE FOLLOWING DESCRIBED AREA:

BEGINNING AT THE AFOREMENTIONED POINT NO. 3; THENCE NORTH 65°36’25” WEST, A SLOPE DISTANCE OF 4.69 FEET AT A VERTICAL ANGLE ABOVE THE HORIZON OF 36°32’38” TO A POINT HEREINAFTER REFERRED TO AS POINT NO. 4; THENCE NORTH 24°23’35” EAST, 3.86 FEET; THENCE SOUTH 65°29’41” EAST, A SLOPE DISTANCE OF 4.69 FEET AT A VERTICAL ANGLE BELOW THE HORIZON OF 36°32’38”; THENCE SOUTH 24°23’35” WEST, 3.86 FEET TO THE POINT OF BEGINNING

THE ABOVE DESCRIBED AREA HAS A LOWER PLANE ELEVATION OF 2134.06 FEET AND AN UPPER ELEVATION OF 2144.29 FEET.

EXCEPTING THEREFROM THE FOLLOWING DESCRIBED AREA:

BEGINNING AT THE AFOREMENTIONED POINT NO. 4; THENCE NORTH 65°36’25” WEST, 12.76 FEET; THENCE NORTH 24°23’35” EAST, 3.89 FEET; THENCE SOUTH 65°29’41” EAST, 12.76 FEET; THENCE SOUTH 24°23’35” WEST, 3.86 FEET TO THE POINT OF BEGINNING.

THE ABOVE DESCRIBED AREA HAS A LOWER PLANE ELEVATION OF 2134.06 FEET AND AN UPPER PLANE ELEVATION OF 2144.29 FEET.

PARCEL TEN (10):

EXPLANATION:

THIS LEGAL DESCRIBES PARCEL PAT AS SHOWN IN FILE 112, PAGE 04 OF SURVEYS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE.

LEGAL DESCRIPTION

PARCEL PAT

A PORTION OF LOT 1 AS SHOWN IN THAT CERTAIN FINAL MAP ENTITLED “THE ALADDIN COMMERCIAL SUBDIVISION” AS RECORDED IN BOOK 96, PAGE 33 OF PLATS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE AND LYING WITHIN THE NORTHWEST QUARTER (NW 1/4) OF SECTION 21, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 21 BEING A POINT ON THE CENTERLINE OF HARMON AVENUE; THENCE NORTH 89°31’10” EAST ALONG THE SOUTH LINE OF THE

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NORTHWEST CORNER (NW ¼) SAID SECTION 21 AND THE CENTERLINE OF SAID HARMON AVENUE, 315.36 FEET; THENCE DEPARTING SAID SOUTH LINE AND STREET CENTERLINE, NORTH 00°36’27” WEST, 64.70 FEET TO THE NORTHERLY RIGHT-OF-WAY OF SAID HARMON AVENUE; THENCE DEPARTING SAID NORTHERLY RIGHT-OF-WAY AND CONTINUING NORTH 00°36’27” WEST, 155.30 FEET; THENCE NORTH 89°31’10” EAST, 365.00 FEET; THENCE NORTH 00°36’27” WEST, 150.00 FEET; THENCE NORTH 80°44’46” EAST, 187.61 FEET TO THE POINT OF BEGINNING; THENCE NORTH 02°04’49” WEST, 38.87 FEET; THENCE SOUTH 89°36’50” WEST, 16.34 FEET; THENCE NORTH 83°50’21” WEST, 35.70 FEET; THENCE NORTH 75°34’09” WEST, 27.60 FEET; THENCE NORTH 69°25’08” WEST, 18.35 FEET; THENCE NORTH 62°34’11” WEST, 33.98 FEET; THENCE NORTH 54°17’49” WEST, 29.97 FEET; THENCE NORTH 46°59’34” WEST, 22.74 FEET; THENCE NORTH 40°08’28” WEST, 32.00 FEET; THENCE NORTH 33°03’43” WEST, 3.07 FEET; THENCE SOUTH 61°18’57” WEST, 0.73 FEET; THENCE NORTH 28°46’21” WEST, 38.64 FEET; THENCE NORTH 61°19’02” EAST, 0.28 FEET; THENCE NORTH 24°57’05” WEST, 12.99 FEET; THENCE NORTH 12°44’50” WEST, 18.14 FEET; THENCE SOUTH 84°42’26” WEST, 3.21 FEET; THENCE NORTH 13°40’17” WEST, 8.67 FEET; THENCE NORTH 10°37’10” WEST, 27.53 FEET; THENCE NORTH 03°36’30” WEST, 27.47 FEET; THENCE NORTH 02°40’26” EAST, 23.31 FEET; THENCE NORTH 64°54’45” WEST, 3.97 FEET; THENCE NORTH 24°28’49” EAST, 33.82 FEET; THENCE NORTH 65°31’11” WEST, 4.25 FEET; THENCE NORTH 00°39’39” WEST, 60.07 FEET; THENCE NORTH 89°01’26” EAST, 19.25 FEET; THENCE SOUTH 65°34’40” EAST, 12.39 FEET; THENCE NORTH 24°25’20” EAST, 43.25 FEET; THENCE NORTH 66°35’56” WEST, 4.97 FEET; THENCE NORTH 24°06’10” EAST, 21.38 FEET; THENCE SOUTH 65°48’52” EAST, 7.53 FEET; THENCE NORTH 24°00’35” EAST, 11.67 FEET; THENCE NORTH 65°10’06” WEST, 7.52 FEET; THENCE NORTH 25°15’30” WEST, 17.50 FEET; THENCE NORTH 55°25’35” EAST, 30.03 FEET; THENCE NORTH 61°17’00” EAST, 32.67 FEET; THENCE NORTH 68°21’59” EAST, 31.51 FEET; THENCE NORTH 75°44’49” EAST, 32.54 FEET; THENCE NORTH 83°01’01” EAST, 33.90 FEET; THENCE SOUTH 86°40’14” EAST, 59.11 FEET; THENCE SOUTH 75°46’00” EAST, 35.94 FEET; THENCE SOUTH 68°09’42” EAST, 33.08 FEET; THENCE SOUTH 61°04’29” EAST, 30.30 FEET; THENCE SOUTH 32°30’36” WEST, 36.71 FEET; THENCE NORTH 54°27’18” WEST, 5.39 FEET; THENCE SOUTH 36°38’59” WEST, 17.12 FEET; THENCE SOUTH 53°35’09” EAST, 33.83 FEET; THENCE SOUTH 46°47’07” EAST, 26.51 FEET; THENCE SOUTH 39°34’43” EAST, 26.17 FEET; THENCE NORTH 54°07’26” EAST, 53.90 FEET; THENCE SOUTH 32°21’53” EAST, 30.56 FEET; THENCE SOUTH 26°23’44” EAST, 20.09 FEET; THENCE SOUTH 19°10’09” EAST, 42.76 FEET; THENCE SOUTH 75°35’22” WEST, 38.87 FEET; THENCE SOUTH 10°13’49” EAST, 33.15 FEET; THENCE SOUTH 02°48’12” EAST, 23.39 FEET; THENCE SOUTH 03°34’14” WEST, 29.14 FEET; THENCE SOUTH 82°45’54” EAST, 38.91 FEET; THENCE SOUTH 10°51’38” WEST, 30.72 FEET; THENCE SOUTH 18°09’27” WEST, 32.09 FEET; THENCE SOUTH 25°25’38” WEST, 22.92 FEET; THENCE NORTH 62°57’05” WEST, 53.76 FEET; THENCE SOUTH 27°25’45” WEST, 9.17 FEET; THENCE SOUTH 32°58’15” WEST, 24.74 FEET; THENCE SOUTH 39°40’27” WEST, 24.73 FEET; THENCE SOUTH 46°56’53” WEST, 27.39 FEET; THENCE SOUTH 39°34’42” EAST, 52.83 FEET; THENCE SOUTH 51°59’10” WEST, 30.54 FEET; THENCE SOUTH 61°07’08” WEST, 33.91 FEET; THENCE SOUTH 69°09’29” WEST, 30.78 FEET; THENCE SOUTH 75°32’27” WEST, 32.50 FEET; THENCE SOUTH 83°29’29” WEST, 35.64 FEET TO THE POINT OF BEGINNING.

EXCEPTING THEREFROM PARCEL NB14 AS SHOWN IN FILE 111, PAGE 94 OF SURVEYS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 21, BEING A POINT ON THE CENTERLINE OF HARMON

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AVENUE; THENCE NORTH 89 °31’10” EAST ALONG THE SOUTH LINE OF THE NORTHWEST CORNER OF SAID SECTION 21 AND THE CENTERLINE OF SAID HARMON AVENUE 315.36 FEET; THENCE DEPARTING SAID SOUTH LINE AND STREET CENTERLINE, NORTH 00 °36’27” WEST, 64.70 FEET TO THE NORTHERLY RIGHT-OF-WAY OF SAID HARMON AVENUE; THENCE DEPARTING SAID NORTHERLY RIGHT-OF-WAY AND CONTINUING NORTH 00 °36’27” WEST, 155.30 FEET; THENCE NORTH 89 °31’10” EAST, 365.00 FEET; THENCE NORTH 00 °36’27” WEST, 150.00 FEET; THENCE SOUTH 89 °31’10” WEST, 590 FEET TO THE EAST RIGHT OF WAY OF LAS VEGAS BOULEVARD SOUTH; THENCE ALONG SAID EASTERLY RIGHT OF WAY, NORTH 00 °36’27” WEST, 434.07 FEET; THENCE DEPARTING SAID EASTERLY RIGHT-OF-WAY, NORTH 89 °23’33” EAST, 618.50 FEET TO THE POINT OF BEGINNING; THENCE NORTH 23 °51’47” EAST, 36.68 FEET; THENCE SOUTH 68 °09’41” EAST, 46.13 FEET; THENCE SOUTH 21 °50’19” WEST, 19.46 FEET; THENCE SOUTH 54 °36’20” WEST, 22.48 FEET; THENCE NORTH 65 °22’54” WEST, 35.30 FEET TO THE POINT OF BEGINNING.

PARCEL NB14 HAS AN UPPER PLANE ELEVATION OF 2117.29 FEET.

PARCEL PAT HAS AN UPPER ELEVATION OF INFINITY.

PARCEL ELEVEN (11):

EXPLANATION:

THIS LEGAL DESCRIBES PARCEL NA4 AS SHOWN IN FILE 112, PAGE 05 OF SURVEYS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE.

LEGAL DESCRIPTION

PARCEL NA4

A PORTION OF LOT 1 AS SHOWN IN THAT CERTAIN FINAL MAP ENTITLED “THE ALADDIN COMMERCIAL SUBDIVISION” AS RECORDED IN BOOK 96, PAGE 33 OF PLATS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE AND LYING WITHIN A PORTION OF THE NORTHWEST QUARTER (NW 1/4) OF SECTION 21, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 21 BEING A POINT ON THE CENTERLINE OF HARMON AVENUE; THENCE NORTH 89°31’10” EAST ALONG THE SOUTH LINE OF THE NORTHWEST CORNER OF SAID SECTION 21 AND THE CENTERLINE OF SAID HARMON AVENUE, 315.36 FEET; THENCE DEPARTING SAID SOUTH LINE AND STREET CENTERLINE, NORTH 00°36’27” WEST, 64.70 FEET TO THE NORTHERLY RIGHT-OF-WAY OF SAID HARMON AVENUE; THENCE DEPARTING SAID NORTHERLY RIGHT-OF-WAY AND CONTINUING NORTH 00°36’27” WEST, 155.30 FEET; THENCE NORTH 89°31’10” EAST, 365.00 FEET; THENCE NORTH 00°36’27” WEST, 150.00 FEET; THENCE SOUTH 89°31’10” WEST, 590.00 FEET TO A POINT ON THE EASTERLY RIGHT-OF-WAY OF LAS VEGAS BOULEVARD SOUTH; THENCE ALONG SAID EASTERLY RIGHT-OF-WAY, NORTH 00°36’27” WEST, 691.42 FEET; THENCE NORTH 00°54’27” WEST, 114.38 FEET; THENCE DEPARTING SAID EASTERLY RIGHT-OF-WAY, NORTH 89°23’20” EAST, 665.61 FEET; THENCE SOUTH 00°35’55” EAST, 39.49 FEET TO THE POINT OF BEGINNING; THENCE NORTH 89°24’05” EAST, 9.64 FEET; THENCE SOUTH 00°35’39” EAST, 32.12 FEET; THENCE SOUTH 88°57’10” WEST, 9.35

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FEET; THENCE NORTH 01°06’33” WEST, 32.19 FEET TO THE POINT OF BEGINNING.

PARCEL NA4 HAS A LOWER PLANE ELEVATION OF 2117.29 FEET AND AN UPPER PLANE ELEVATION OF 2125.80 FEET.

PARCEL TWELVE (12):

EXPLANATION:

THIS LEGAL DESCRIBES PARCEL NA12 AS SHOWN IN FILE 112, PAGE 06 OF SURVEYS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE.

LEGAL DESCRIPTION

PARCEL NA12

A PORTION OF LOT 1 AS SHOWN IN THAT CERTAIN FINAL MAP ENTITLED “THE ALADDIN COMMERCIAL SUBDIVISION” AS RECORDED IN BOOK 96, PAGE 33 OF PLATS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE AND LYING WITHIN A PORTION OF THE NORTHWEST QUARTER (NW 1/4) OF SECTION 21, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 21 BEING A POINT ON THE CENTERLINE OF HARMON AVENUE; THENCE NORTH 89°31’10” EAST ALONG THE SOUTH LINE OF THE NORTHWEST CORNER OF SAID SECTION 21 AND THE CENTERLINE OF SAID HARMON AVENUE, 315.36 FEET; THENCE DEPARTING SAID SOUTH LINE AND STREET CENTERLINE, NORTH 00°36’27” WEST, 64.70 FEET TO THE NORTHERLY RIGHT-OF-WAY OF SAID HARMON AVENUE; THENCE DEPARTING SAID NORTHERLY RIGHT-OF-WAY AND CONTINUING NORTH 00°36’27” WEST, 155.30 FEET; THENCE NORTH 89°31’10” EAST, 365.00 FEET; THENCE NORTH 00°36’27” WEST, 150.00 FEET; THENCE SOUTH 89°31’10” WEST, 590.00 FEET TO A POINT ON THE EASTERLY RIGHT-OF-WAY OF LAS VEGAS BOULEVARD SOUTH; THENCE ALONG SAID EASTERLY RIGHT-OF-WAY, NORTH 00°36’27” WEST, 691.42 FEET; THENCE NORTH 00°54’27” WEST, 114.38 FEET; THENCE DEPARTING SAID EASTERLY RIGHT-OF-WAY, NORTH 89°23’20” EAST, 655.01 FEET; THENCE SOUTH 00°35’55” EAST, 38.24 FEET TO THE POINT OF BEGINNING; THENCE NORTH 89°24’05” EAST, 4.10 FEET; THENCE SOUTH 00°42’53” EAST, 3.25 FEET; THENCE NORTH 89°24’05” EAST, 5.33 FEET; THENCE SOUTH 00°35’55” EAST, 20.93 FEET; THENCE SOUTH 89°28’24” WEST, 9.39 FEET; THENCE NORTH 00°42’53” WEST, 24.17 FEET TO THE POINT OF BEGINNING.

PARCEL NA12 HAS A LOWER PLANE ELEVATION OF 2117.29 FEET AND AN UPPER PLANE ELEVATION OF 2134.29 FEET.

PARCEL THIRTEEN (13):

EXPLANATION:

THIS LEGAL DESCRIBES PARCEL NA13 AS SHOWN IN FILE 112, PAGE 07 OF SURVEYS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE.

LEGAL DESCRIPTION

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PARCEL NA13

A PORTION OF LOT 1 AS SHOWN IN THAT CERTAIN FINAL MAP ENTITLED “THE ALADDIN COMMERCIAL SUBDIVISION” AS RECORDED IN BOOK 96, PAGE 33 OF PLATS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE AND LYING WITHIN A PORTION OF THE NORTHWEST QUARTER (NW 1/4) OF SECTION 21, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 21 BEING A POINT ON THE CENTERLINE OF HARMON AVENUE; THENCE NORTH 89°31’10” EAST ALONG THE SOUTH LINE OF THE NORTHWEST CORNER (NW 1/4) OF SAID SECTION 21 AND THE CENTERLINE OF SAID HARMON AVENUE, 315.36 FEET; THENCE DEPARTING SAID SOUTH LINE AND STREET CENTERLINE, NORTH 00°36’27” WEST, 64.70 FEET TO THE NORTHERLY RIGHT-OF-WAY OF SAID HARMON AVENUE; THENCE DEPARTING SAID NORTHERLY RIGHT-OF-WAY AND CONTINUING NORTH 00°36’27” WEST, 155.30 FEET; THENCE NORTH 89°31’10” EAST, 365.00 FEET; THENCE NORTH 00°36’27” WEST, 150.00 FEET; THENCE SOUTH 89°31’10” WEST, 590.00 FEET TO A POINT ON THE EASTERLY RIGHT-OF-WAY OF LAS VEGAS BOULEVARD SOUTH; THENCE ALONG SAID EASTERLY RIGHT-OF-WAY, NORTH 00°36’27” WEST, 691.42 FEET; THENCE NORTH 00°54’27” WEST, 114.38 FEET; THENCE DEPARTING SAID EASTERLY RIGHT-OF-WAY, NORTH 89°23’20” EAST, 558.63 FEET; THENCE SOUTH 00°38’05” EAST, 39.64 FEET TO THE POINT OF BEGINNING; THENCE NORTH 89°30’29” EAST, 18.63 FEET; THENCE SOUTH 01°07’37” EAST, 4.21 FEET; THENCE SOUTH 89°29’40” WEST, 2.50 FEET; THENCE SOUTH 00°29’31” EAST, 16.19 FEET; THENCE SOUTH 89°30’29” WEST, 16.17 FEET; THENCE NORTH 00°29’31” WEST, 20.40 FEET TO THE POINT OF BEGINNING.

PARCEL NA13 HAS A LOWER PLANE ELEVATION OF 2117.29 FEET AND AN UPPER PLANE ELEVATION OF 2144.29 FEET.

PARCEL FOURTEEN (14):

EXPLANATION:

THIS LEGAL DESCRIBES PARCEL NA AS SHOWN IN FILE 112, PAGE 08 OF SURVEYS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE.

LEGAL DESCRIPTION

PARCEL NA

A PORTION OF LOT 1 AS SHOWN IN THAT CERTAIN FINAL MAP ENTITLED “THE ALADDIN COMMERCIAL SUBDIVISION” AS RECORDED IN BOOK 96, PAGE 33 OF PLATS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE AND LYING WITHIN A PORTION OF THE NORTHWEST QUARTER (NW 1/4) OF SECTION 21, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 21 BEING A POINT ON THE CENTERLINE OF HARMON AVENUE; THENCE NORTH 89°31’10” EAST ALONG THE SOUTH LINE OF THE

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NORTHWEST CORNER (NW ¼) OF SAID SECTION 21 AND THE CENTERLINE OF SAID HARMON AVENUE, 315.36 FEET; THENCE DEPARTING SAID SOUTH LINE, NORTH 00°36’27” WEST, 64.70 FEET TO THE NORTHERLY RIGHT-OF-WAY OF SAID HARMON AVENUE; THENCE DEPARTING SAID NORTHERLY RIGHT-OF-WAY AND CONTINUING NORTH 00°36’27” WEST, 155.30 FEET; THENCE NORTH 89°31’10” EAST, 365.00 FEET; THENCE NORTH 00°36’27” WEST, 150.00 FEET; THENCE SOUTH 89°31’10” WEST, 136.35 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING SOUTH 89°31’10” WEST, 453.65 FEET TO A POINT ON THE EASTERLY RIGHT-OF-WAY OF LAS VEGAS BOULEVARD SOUTH; THENCE ALONG SAID EASTERLY RIGHT-OF-WAY, NORTH 00°36’27” WEST, 691.42 FEET; THENCE NORTH 00°54’27” WEST, 114.38 FEET; THENCE DEPARTING SAID EASTERLY RIGHT-OF-WAY NORTH 89°23’20” EAST, 995.09 FEET; THENCE SOUTH 00°36’40” EAST, 55.14 FEET; THENCE NORTH 89°26’04” EAST, 1.87 FEET; THENCE SOUTH 00°24’51” EAST, 77.63 FEET; THENCE SOUTH 89°21’10” WEST, 122.55 FEET; THENCE NORTH 00°33’56” WEST, 77.83 FEET; THENCE SOUTH 89°26’04” WEST, 60.22 FEET; THENCE SOUTH 00°38’26” EAST, 78.74 FEET; THENCE NORTH 89°42’33” EAST, 0.11 FEET; THENCE SOUTH 00°40’41” EAST, 135.10 FEET; THENCE NORTH 75°46’00” WEST, 0.21 FEET; THENCE NORTH 86°40’14” WEST, 59.11 FEET; THENCE SOUTH 83°01’01” WEST, 33.90 FEET; THENCE SOUTH 75°44’49” WEST, 32.54 FEET; THENCE SOUTH 68°21’59” WEST, 31.51 FEET; THENCE SOUTH 61°17’00” WEST, 32.67 FEET; THENCE SOUTH 55°25’35” WEST, 30.03 FEET; THENCE SOUTH 25°15’30” EAST, 17.50 FEET; THENCE SOUTH 65°10’06” EAST, 7.52 FEET; THENCE SOUTH 24°00’35” WEST, 11.67 FEET; THENCE NORTH 65°48’52” WEST, 7.53 FEET; THENCE SOUTH 24°06’10” WEST, 21.38 FEET; THENCE SOUTH 66°35’56” EAST, 4.97 FEET; THENCE SOUTH 24°25’20” WEST, 43.25 FEET; THENCE NORTH 65°34’40” WEST, 12.39 FEET; THENCE SOUTH 89°01’26” WEST, 19.25 FEET; THENCE SOUTH 00°39’39” EAST, 60.07 FEET; THENCE SOUTH 65°31’11” EAST, 4.25 FEET; THENCE SOUTH 24°28’49” WEST, 33.82 FEET; THENCE SOUTH 64°54’45” EAST, 3.97 FEET; THENCE SOUTH 02°40’26” WEST, 23.31 FEET; THENCE SOUTH 03°36’30” EAST, 27.47 FEET; THENCE SOUTH 10°37’10” EAST, 27.53 FEET; THENCE SOUTH 13°40’17” EAST, 8.67 FEET; THENCE NORTH 84°42’26” EAST, 3.21 FEET; THENCE SOUTH 12°44’50” EAST, 18.14 FEET; THENCE SOUTH 24°57’05” EAST, 12.99 FEET; THENCE SOUTH 61°19’02” WEST, 0.28 FEET; THENCE SOUTH 64°45’39” WEST, 97.70 FEET; THENCE SOUTH 25°14’21” EAST, 74.12 FEET; THENCE SOUTH 64°18’14” WEST, 61.67 FEET; THENCE SOUTH 00°36’12” EAST, 60.97 FEET TO THE POINT OF BEGINNING.

EXCEPTING THEREFROM PARCEL NB8 AS SHOWN IN FILE 111, PAGE 87 OF SURVEYS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 21, THENCE NORTH 01°28’29” WEST, ALONG THE WEST LINE OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 21, A DISTANCE OF 1175.72 FEET TO A POINTON THE WESTERLY PROLONGATION OF THE NORTH LINE OF SAID LOT 1; THENCE ALONG SAID WESTERLY PROLONGATION, NORTH 89°23’20” EAST, 107.55 FEET TO A POINT ON THE EASTERLY RIGHT-OF-WAY OF LAS VEGAS BOULEVARD SOUTH; THENCE CONTINUING ALONG THE NORTH LINE OF SAID LOT 1, NORTH 89°23’20” EAST, 214.60 FEET; THENCE DEPARTING SAID NORTH LINE, SOUTH 00°36’40” EAST, 29.96 FEET TO THE POINT OF BEGINNING; THENCE NORTH 89°16’02” EAST, 40.64 FEET; THENCE SOUTH 00°43’58” EAST, 1.15 FEET; THENCE SOUTH 89°13’24” WEST, 8.31 FEET; THENCE SOUTH 00°46’36” EAST, 14.85 FEET; THENCE SOUTH 89°16’02” WEST, 15.66 FEET; THENCE SOUTH 00°43’58” EAST, 34.30 FEET; THENCE SOUTH 01°01’23” EAST, 39.73 FEET; THENCE SOUTH 88°58’37” WEST, 20.42 FEET; THENCE NORTH 00°28’57” WEST, 58.65 FEET; THENCE NORTH 88°43’35” EAST, 3.58 FEET; THENCE NORTH 01°16’25” WEST, 31.46 FEET TO THE

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POINT OF BEGINNING.

PARCEL NB8 HAS AN UPPER PLANE ELEVATION OF 2117.29 FEET.

FURTHER EXCEPTING THEREFROM PARCEL NB10 AS SHOWN IN FILE 111, PAGE 92 OF SURVEYS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE DESCRIBED AS FOLLOWS:

PARCEL “1”

COMMENCING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 21; THENCE NORTH 01°28’29” WEST, ALONG THE WEST LINE OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 21, A DISTANCE OF 1175.72 FEET TO A POINT ON THE WESTERLY PROLONGATION OF THE NORTH LINE OF SAID LOT 1; THENCE ALONG SAID WESTERLY PROLONGATION, NORTH 89°23’20” EAST, 107.55 FEET TO A POINT ON THE EASTERLY RIGHT-OF-WAY OF LAS VEGAS BOULEVARD SOUTH; THENCE CONTINUING ALONG THE NORTH LINE OF SAID LOT 1, NORTH 89°23’20” EAST, 937.26 FEET; THENCE DEPARTING SAID NORTH LOT LINE, SOUTH 00°36’40” EAST, 63.05 FEET TO THE POINT OF BEGINNING; THENCE NORTH 89°34’34” EAST, 8.11 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT “A”; THENCE SOUTH 00°07’36” WEST, 16.90 FEET; THENCE SOUTH 89°34’34” WEST, 8.11 FEET; THENCE NORTH 00°07’36” EAST, 16.90 FEET TO THE

POINT OF BEGINNING.

PARCEL “1” OF PARCEL NB10 HAS AN UPPER PLANE ELEVATION OF 2117.29 FEET.

TOGETHER WITH THE FOLLOWING DESCRIBED AREA;

PARCEL “2”

BEGINNING AT THE AFOREMENTIONED POINT “A”; THENCE NORTH 89°34’34” EAST, 8.11 FEET; THENCE SOUTH 00°07’36” WEST, 16.90 FEET; THENCE SOUTH 89°34’34” WEST, 8.11 FEET; THENCE NORTH 00°07’36” EAST, 16.90 FEET TO THE POINT OF BEGINNING.

PARCEL “2” OF PARCEL NB10 HAS A LOWER PLANE ELEVATION OF 2111.29 FEET AND AN UPPER PLANE ELEVATION OF 2117.29 FEET.

PARCEL NA HAS AN UPPER PLANE ELEVATION OF 2117.29 FEET.

PARCEL FIFTEEN (15):

EXPLANATION:

THIS LEGAL DESCRIBES PARCEL NA2 AS SHOWN IN FILE 112, PAGE 09 OF SURVEYS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE.

LEGAL DESCRIPTION

PARCEL NA2

A PORTION OF LOT 1 AS SHOWN IN THAT CERTAIN FINAL MAP ENTITLED “THE ALADDIN COMMERCIAL SUBDIVISION” AS RECORDED IN BOOK 96, PAGE 33 OF PLATS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE AND LYING WITHIN A PORTION OF THE NORTHWEST QUARTER (NW 1/4) OF SECTION 21,

A-16

TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 21 BEING A POINT ON THE CENTERLINE OF HARMON AVENUE; THENCE NORTH 89°31’10” EAST ALONG THE SOUTH LINE OF THE NORTHWEST CORNER (NW 1/4) OF SAID SECTION 21 AND THE CENTERLINE OF SAID HARMON AVENUE, 315.36 FEET; THENCE DEPARTING SAID SOUTH LINE AND STREET CENTERLINE, NORTH 00°36’27” WEST, 64.70 FEET TO THE NORTHERLY RIGHT-OF-WAY OF SAID HARMON AVENUE; THENCE DEPARTING SAID NORTHERLY RIGHT-OF-WAY AND CONTINUING NORTH 00°36’27” WEST, 155.30 FEET; THENCE NORTH 89°31’10” EAST, 365.00 FEET; THENCE NORTH 00°36’27” WEST, 150.00 FEET; THENCE SOUTH 89°31’10” WEST, 136.35 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING SOUTH 89°31’10” WEST, 271.50 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT “A”; THENCE CONTINUING SOUTH 89°31’10” WEST, 182.15 FEET TO A POINT ON THE EASTERLY RIGHT-OF-WAY OF LAS VEGAS BOULEVARD SOUTH; THENCE ALONG SAID EASTERLY RIGHT-OF-WAY, NORTH 00°36’27” WEST, 691.42 FEET; THENCE NORTH 00°54’27” WEST, 114.38 FEET; THENCE DEPARTING SAID EASTERLY RIGHT-OF-WAY, NORTH 89°23’20” EAST, 995.09 FEET; THENCE SOUTH 00°36’40” EAST, 55.14 FEET; THENCE SOUTH 89°26’04” WEST, 148.98 FEET; THENCE SOUTH 00°36’01” EAST, 47.55 FEET; THENCE SOUTH 89°26’44” WEST, 32.00 FEET; THENCE SOUTH 00°40’41” EAST, 166.27 FEET; THENCE NORTH 75°46’00” WEST, 0.21 FEET; THENCE NORTH 86°40’14” WEST, 59.11 FEET; THENCE SOUTH 83°01’01” WEST, 33.90 FEET; THENCE SOUTH 75°44’49” WEST, 32.54 FEET; THENCE SOUTH 68°21’59” WEST, 31.51 FEET; THENCE SOUTH 61°17’00” WEST, 32.67 FEET; THENCE SOUTH 55°25’35” WEST, 30.03 FEET; THENCE SOUTH 25°15’30” EAST, 17.50 FEET; THENCE SOUTH 65°10’06” EAST, 7.52 FEET; THENCE SOUTH 24°00’35” WEST, 11.67 FEET; THENCE NORTH 65°48’52” WEST, 7.53 FEET; THENCE SOUTH 24°06’10” WEST, 21.38 FEET; THENCE SOUTH 66°35’56” EAST, 4.97 FEET; THENCE SOUTH 24°25’20” WEST, 43.25 FEET; THENCE NORTH 65°34’40” WEST, 12.39 FEET; THENCE SOUTH 89°01’26” WEST, 19.25 FEET; THENCE SOUTH 00°39’39” EAST, 60.07 FEET; THENCE SOUTH 65°31’11” EAST, 4.25 FEET; THENCE SOUTH 24°28’49” WEST, 33.82 FEET; THENCE NORTH 64°54’45” EAST, 3.97 FEET; THENCE SOUTH 02°40’26” WEST, 23.31 FEET; THENCE SOUTH 03°36’30” EAST, 27.47 FEET; THENCE SOUTH 10°37’10” EAST, 27.53 FEET; THENCE SOUTH 13°40’17” EAST, 8.67 FEET; THENCE NORTH 84°42’26” EAST, 3.21 FEET; THENCE SOUTH 12°44’50” EAST, 18.14 FEET; THENCE SOUTH 24°57’05” EAST, 12.99 FEET; THENCE SOUTH 61°19’02” WEST, 0.28 FEET; THENCE SOUTH 64°45’39” WEST, 97.70 FEET; THENCE SOUTH 25°14’21” EAST, 74.12 FEET; THENCE SOUTH 64°18’14” WEST, 61.67 FEET; THENCE SOUTH 00°36’12” EAST, 60.97 FEET TO THE POINT OF BEGINNING.

EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL:

COMMENCING AT THE AFOREMENTIONED POINT “A”; THENCE NORTH 00°39’34” WEST, 1.97 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING NORTH 00°39’34” WEST, 10.80 FEET; THENCE NORTH 89°20’28” EAST, 1.61 FEET; THENCE SOUTH 00°39’34” EAST, 10.80 FEET; THENCE SOUTH 89°20’26” WEST, 1.61 FEET TO THE POINT OF BEGINNING.

THE ABOVE DESCRIBED PARCEL HAS A LOWER PLANE ELEVATION OF 2144.29 FEET AND AN UPPER PLANE ELEVATION OF 2145.29.

FURTHER EXCEPTING THEREFROM THE FOLLOWING PARCELS:

A-17

PARCEL NB4 AS SHOWN IN FILE 111, PAGE 91 OF SURVEYS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE DESCRIBED AS FOLLOWS:

A PORTION OF LOT 1 AS SHOWN IN THAT CERTAIN FINAL MAP ENTITLED “THE ALADDIN COMMERCIAL SUBDIVISION” AS RECORDED IN BOOK 96, PAGE 33 OF PLATS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE AND LYING WITHIN A PORTION OF THE NORTHWEST QUARTER (NW 1/4) OF SECTION 21, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 21, BEING A POINT ON THE CENTERLINE OF HARMON AVENUE; THENCE NORTH 89°31’10” EAST ALONG THE SOUTH LINE OF THE NORTHWEST CORNER (NW 1/4) OF SAID SECTION 21 AND THE CENTERLINE OF SAID HARMON AVENUE, 315.36 FEET; THENCE DEPARTING SAID SOUTH LINE AND STREET CENTERLINE, NORTH 00°36’27” WEST, 64.70 FEET TO THE NORTHERLY RIGHT-OF-WAY OF SAID HARMON AVENUE; THENCE DEPARTING SAID NORTHERLY RIGHT-OF-WAY AND CONTINUING NORTH 00°36’27” WEST, 155.30 FEET; THENCE NORTH 89°31’10” EAST, 365.00 FEET; THENCE NORTH 00°36’27” WEST, 150.00 FEET; THENCE SOUTH 89°31’10” WEST, 433.44 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING SOUTH 89°31’10” WEST, 77.92 FEET; THENCE NORTH 00°28’50” WEST, 0.67 FEET; THENCE SOUTH 88°18’38” WEST, 0.59 FEET; THENCE NORTH 00°37’21” WEST, 7.89 FEET; THENCE NORTH 88°16’52” WEST, 1.62 FEET; THENCE NORTH 46°39’43” WEST, 16.82 FEET; THENCE NORTH 00°48’13” WEST, 17.49 FEET; THENCE NORTH 44°55’10” EAST, 17.07 FEET; THENCE SOUTH 79°38’00” EAST, 1.58 FEET; THENCE NORTH 00°21’54” WEST, 14.09 FEET; THENCE SOUTH 89°38’05” WEST, 4.75 FEET; THENCE NORTH 00°33’20” WEST, 47.23 FEET; THENCE NORTH 81°49’18” WEST, 7.02 FEET; THENCE NORTH 00°45’04” WEST, 44.10 FEET; THENCE NORTH 89°45’05” EAST, 11.13 FEET; THENCE NORTH 00°24’46” WEST 6.76 FEET; THENCE NORTH 89°25’28” EAST, 78.69 FEET; THENCE SOUTH 00°45’37” EAST, 162.76 FEET TO THE POINT OF BEGINNING.

PARCEL NB4 HAS A LOWER PLANE ELEVATION OF 2144.29 FEET AND AN UPPER ELEVATION OF INFINITY.

PARCEL NB5 AS SHOWN IN FILE 111, PAGE 88 OF SURVEYS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE DESCRIBED AS FOLLOWS:



COMMENCING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 21; THENCE NORTH 01°28’29” WEST, ALONG THE WEST LINE OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 21, A DISTANCE OF 1175.72 FEET TO A POINT ON THE WESTERLY PROLONGATION OF THE NORTH LINE OF SAID LOT 1; THENCE ALONG SAID WESTERLY PROLONGATION, NORTH 89°23’20” EAST, 107.55 FEET TO A POINT ON THE EASTERLY RIGHT-OF-WAY OF LAS VEGAS BOULEVARD SOUTH; THENCE CONTINUING ALONG THE NORTH LINE OF SAID LOT 1, NORTH 89°23’20” EAST, 246.93 FEET; THENCE DEPARTING SAID NORTH LOT LINE, SOUTH 00°36’40” EAST, 29.89 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 00°46’36” EAST, 24.98 FEET; THENCE SOUTH 89°26’21” WEST, 20.14 FEET; THENCE NORTH 00°33’37” WEST, 8.60 FEET; THENCE SOUTH 89°26’23” WEST, 11.35 FEET; THENCE SOUTH 00°33’37” EAST, 8.60 FEET; THENCE SOUTH 89°31’31” WEST, 32.59 FEET; THENCE SOUTH 01°00’06” EAST, 135.40 FEET; THENCE SOUTH 88°56’33” WEST, 6.03 FEET; THENCE NORTH 00°50’48” WEST, 40.45 FEET; THENCE SOUTH 89°09’12”

A-18

WEST, 37.37 FEET; THENCE SOUTH 47°07’07” WEST, 60.66 FEET; THENCE SOUTH 89°08’03” WEST, 1.67 FEET; THENCE SOUTH 00°51’57” EAST, 2.48 FEET; THENCE SOUTH 89°08’03” WEST, 15.40 FEET; THENCE NORTH 45°06’44” WEST, 11.67 FEET; THENCE NORTH 00°41’40” WEST, 15.49 FEET; THENCE NORTH 44°39’23” EAST, 14.74 FEET; THENCE NORTH 89°22’28” EAST, 5.69 FEET; THENCE NORTH 05°16’55” EAST, 54.19 FEET; THENCE SOUTH 89°10’56” WEST, 4.06 FEET; THENCE NORTH 45°11’33” WEST, 4.59 FEET TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 13.91 FEET, FROM WHICH THE RADIUS BEARS NORTH 39°50’17” WEST, THENCE NORTHWESTERLY ALONG SAID CURVE TO THE RIGHT THROUGH A CENTRAL ANGLE OF 167°59’03”, AN ARC LENGTH OF 40.78 FEET TO A POINT OF NON-TANGENCY TO WHICH A RADIAL LINE BEARS NORTH 51°51’14” WEST; THENCE ALONG A NON-TANGENT LINE NORTH 44°52’42” WEST, 4.64 FEET; THENCE NORTH 00°35’26” WEST, 34.07 FEET; THENCE NORTH 43°59’53” EAST, 7.54 FEET; THENCE NORTH 88°49’23” EAST, 26.50 FEET; THENCE NORTH 01°10’37” WEST, 9.22 FEET; THENCE NORTH 89°16’16” EAST, 153.53 FEET TO THE POINT OF BEGINNING.

PARCEL NB5 HAS A LOWER PLANE ELEVATION OF 2144.29 FEET AND AN UPPER ELEVATION OF INFINITY.

PARCEL NB13 AS SHOWN IN FILE 111, PAGE 95 OF SURVEYS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE, DESCRIBED AS FOLLOWS:

A CYLINDER HAVING A 32.09 FOOT RADIUS BEING A PORTION OF LOT 1 AS SHOWN IN THAT CERTAIN FINAL MAP ENTITLED “THE ALADDIN COMMERCIAL SUBDIVISION” AS RECORDED IN BOOK 96, PAGE 0033 OF PLATS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE AND LYING WITHIN A PORTION OF THE NORTHWEST QUARTER (NW 1/4) OF SECTION 21, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 21, BEING A POINT ON THE CENTERLINE OF HARMON AVENUE; THENCE NORTH 89°31’10” EAST ALONG THE SOUTH LINE OF THE NORTHWEST CORNER OF SAID SECTION 21 AND THE CENTERLINE OF SAID HARMON AVENUE, 315.36 FEET; THENCE DEPARTING SAID SOUTH LINE AND STREET CENTERLINE, NORTH 00°36’27” WEST, 64.70 FEET TO THE NORTHERLY RIGHT-OF-WAY OF SAID HARMON AVENUE; THENCE DEPARTING SAID NORTHERLY RIGHT-OF-WAY AND CONTINUING NORTH 00°36’27” WEST, 155.30 FEET; THENCE NORTH 89°31’10” EAST, 365.00 FEET; THENCE NORTH 00°36’27” WEST, 150.00 FEET; THENCE SOUTH 89°31’10” WEST, 590.00 FEET TO THE EAST RIGHT-OF-WAY OF LAS VEGAS BOULEVARD SOUTH; THENCE ALONG SAID EASTERLY RIGHT-OF-WAY, NORTH 00°36’27” WEST, 373.97 FEET; THENCE DEPARTING SAID EASTERLY RIGHT-OF-WAY, NORTH 89°23’33” EAST, 507.55 FEET TO THE RADIUS POINT OF SAID CYLINDER AND BEING THE POINT OF BEGINNING.

PARCEL NB13 HAS A LOWER PLANE ELEVATION OF 2144.29 FEET AND AN UPPER PLANE ELEVATION OF 2171.85 FEET.

PARCEL NA2 HAS A LOWER PLANE ELEVATION OF 2144.29 FEET AND AN UPPER ELEVATION OF INFINITY.

PARCEL SIXTEEN (16):

A-19

EXPLANATION:

THIS LEGAL DESCRIBES PARCEL NA14 AS SHOWN IN FILE 112, PAGE 11 OF SURVEYS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE.

LEGAL DESCRIPTION

PARCEL NA14

A PORTION OF LOT 1 AS SHOWN IN THAT CERTAIN FINAL MAP ENTITLED “THE ALADDIN COMMERCIAL SUBDIVISION” AS RECORDED IN BOOK 96, PAGE 33 OF PLATS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE AND LYING WITHIN A PORTION OF THE NORTHWEST QUARTER (NW 1/4) OF SECTION 21, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 21 BEING A POINT ON THE CENTERLINE OF HARMON AVENUE; THENCE NORTH 89°31’10” EAST ALONG THE SOUTH LINE OF THE NORTHWEST CORNER OF SAID SECTION 21 AND THE CENTERLINE OF SAID HARMON AVENUE, 315.36 FEET; THENCE DEPARTING SAID SOUTH LINE AND STREET CENTERLINE, NORTH 00°36’27” WEST, 64.70 FEET TO THE NORTHERLY RIGHT-OF-WAY OF SAID HARMON AVENUE; THENCE DEPARTING SAID NORTHERLY RIGHT-OF-WAY AND CONTINUING NORTH 00°36’27” WEST, 155.30 FEET; THENCE NORTH 89°31’10” EAST, 365.00 FEET; THENCE NORTH 00°36’27” WEST, 150.00 FEET; THENCE SOUTH 89°31’10” WEST, 459.06 FEET; THENCE NORTH 00°28’50” WEST, 1.81 FEET TO A POINT HEREINAFTER REFERRED AS POINT NO. 1, SAME POINT BEING THE POINT OF BEGINNING; THENCE NORTH 00°39’34” WEST, 10.80 FEET; THENCE NORTH 89°20’26” EAST, 52.83 FEET; THENCE SOUTH 00°39’34” EAST, 10.80 FEET; THENCE SOUTH 89°20’26” WEST, 52.83 FEET TO POINT OF BEGINNING.

THE ABOVE DESCRIBED AREA HAS A LOWER PLANE ELEVATION OF 2117.29 FEET AND AN UPPER PLANE ELEVATION OF 2145.29 FEET.

EXCEPTING THEREFROM THE FOLLOWING DESCRIBED AREA:

BEGINNING AT THE AFOREMENTIONED POINT NO. 1; THENCE NORTH 00°39’34” WEST, 10.80 FEET; THENCE NORTH 89°20’26” EAST, A SLOPE DISTANCE OF 16.41 FEET AT A VERTICAL ANGLE ABOVE THE HORIZON OF 33°15’50” TO A POINT HEREINAFTER REFERRED TO AS POINT NO. 2; THENCE SOUTH 00°39’34” EAST, 10.80 FEET; THENCE SOUTH 89°20’26” WEST, A SLOPE DISTANCE OF 16.41 FEET AT A VERTICAL ANGLE BELOW THE HORIZON OF 33°15’50” TO THE POINT OF BEGINNING.

A-20

THE ABOVE DESCRIBED AREA HAS A LOWER PLANE ELEVATION OF 2117.29 FEET AND AN UPPER PLANE ELEVATION OF 2126.29 FEET.

EXCEPTING THEREFROM THE FOLLOWING DESCRIBED AREA:

BEGINNING AT THE AFOREMENTIONED POINT NO. 2; THENCE NORTH 89°20’26” EAST, 7.11 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT NO. 3; THENCE SOUTH 00°39’34” EAST, 10.80 FEET; THENCE SOUTH 89°20’26” WEST, 7.11 FEET; THENCE NORTH 00°39’34” WEST, 10.80 FEET TO THE POINT OF BEGINNING.

THE ABOVE DESCRIBED AREA HAS A LOWER PLANE ELEVATION OF 2117.29 FEET AND AN UPPER PLANE ELEVATION OF 2126.29 FEET.

EXCEPTING THEREFROM THE FOLLOWING DESCRIBED AREA:

BEGINNING AT THE AFOREMENTIONED POINT NO. 3; THENCE NORTH 89°20’26” EAST, A SLOPE DISTANCE OF 17.09 FEET AT A VERTICAL ANGLE ABOVE THE HORIZON OF 31°46’28” TO A POINT HEREINAFTER REFERRED TO AS POINT NO. 4; THENCE SOUTH 00°39’34” EAST, 10.80 FEET; THENCE SOUTH 89°20’26” WEST, A SLOPE DISTANCE OF 17.09 FEET AT A VERTICAL ANGLE BELOW THE HORIZON OF 31°46’28”; THENCE NORTH 00°39’34” WEST, 10.80 FEET TO THE POINT OF BEGINNING.

THE ABOVE DESCRIBED AREA HAS A LOWER PLANE ELEVATION OF 2126.29 FEET AND AN UPPER PLANE ELEVATION OF 2136.29 FEET.

EXCEPTING THEREFROM THE FOLLOWING DESCRIBED AREA:

BEGINNING AT THE AFOREMENTIONED POINT NO. 4; THENCE NORTH 89°20’26” EAST, 2.94 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT NO. 5; THENCE SOUTH 00°39’34” EAST, 10.80 FEET; THENCE SOUTH 89°20’26” WEST, 2.94 FEET; THENCE NORTH 00°39’34” WEST, 10.80 FEET TO THE POINT OF BEGINNING.

THE ABOVE DESCRIBED AREA HAS A LOWER PLANE ELEVATION OF 2117.29 FEET AND AN UPPER PLANE ELEVATION OF 2136.29.

TOGETHER WITH THE FOLLOWING DESCRIBED AREA:

BEGINNING AT THE AFOREMENTIONED POINT NO. 5; THENCE NORTH 89°20’26” EAST, A SLOPE DISTANCE OF 17.09 FEET AT A VERTICAL ANGLE ABOVE THE HORIZON OF 31°46’28”; THENCE SOUTH 00°39’34” EAST, 10.80 FEET; THENCE SOUTH 89°20’26” WEST, A SLOPE DISTANCE OF 17.09 FEET AT A VERTICAL ANGLE BELOW THE HORIZON OF 31°46’28”; THENCE NORTH 00°39’34” WEST, 10.80 FEET TO THE POINT OF BEGINNING.

THE ABOVE DESCRIBED AREA HAS A LOWER PLANE ELEVATION OF 2136.29 FEET AND AN UPPER PLANE ELEVATION OF 2145.29 FEET.

PARCEL SEVENTEEN (17):

EXPLANATION:

THIS LEGAL DESCRIBES PARCEL NA1 AS SHOWN IN FILE 112, PAGE 10 OF SURVEYS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE.

LEGAL DESCRIPTION

PARCEL NA1

A PORTION OF LOT 1 AS SHOWN IN THAT CERTAIN FINAL MAP ENTITLED “THE ALADDIN COMMERCIAL SUBDIVISION” AS RECORDED IN BOOK 96, PAGE 33 OF PLATS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE AND LYING WITHIN A PORTION OF THE NORTHWEST QUARTER (NW 1/4) OF SECTION 21, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, MORE

A-21

PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 21 BEING A POINT ON THE CENTERLINE OF HARMON AVENUE; THENCE NORTH 89°31’10” EAST ALONG THE SOUTH LINE OF THE NORTHWEST CORNER OF SAID SECTION 21 AND THE CENTERLINE OF SAID HARMON AVENUE, 315.36 FEET; THENCE DEPARTING SAID SOUTH LINE AND STREET CENTERLINE, NORTH 00°36’27” WEST, 64.70 FEET TO THE NORTHERLY RIGHT-OF-WAY OF SAID HARMON AVENUE; THENCE DEPARTING SAID NORTHERLY RIGHT-OF-WAY AND CONTINUING NORTH 00°36’27” WEST, 155.30 FEET; THENCE NORTH 89°31’10” EAST, 365.00 FEET; THENCE NORTH 00°36’27” WEST, 150.00 FEET; THENCE SOUTH 89°31’10” WEST, 511.36 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING SOUTH 89°31’10” WEST, 78.64 FEET TO A POINT ON THE EASTERLY RIGHT-OF-WAY OF LAS VEGAS BOULEVARD SOUTH; THENCE ALONG SAID EASTERLY RIGHT-OF-WAY, NORTH 00°36’27” WEST, 691.42 FEET; THENCE NORTH 00°54’27” WEST, 114.38 FEET; THENCE DEPARTING SAID EASTERLY RIGHT-OF-WAY, NORTH 89°23’20” EAST, 995.09 FEET; THENCE SOUTH 00°36’40” EAST, 55.14 FEET; THENCE SOUTH 89°26’04” WEST, 238.13 FEET; THENCE NORTH 00°36’12” WEST, 24.94 FEET; THENCE SOUTH 89°24’05” WEST, 171.48 FEET; THENCE NORTH 01°02’20” WEST, 6.54 FEET; THENCE SOUTH 89°21’55” WEST, 41.81 FEET; THENCE SOUTH 00°23’47” EAST, 6.50 FEET; THENCE SOUTH 89°21’10” WEST, 30.06 FEET; THENCE SOUTH 00°27’18” WEST, 25.12 FEET; THENCE SOUTH 89°26’12” WEST, 266.06 FEET; THENCE NORTH 00°46’36” WEST, 24.98 FEET; THENCE SOUTH 89°16’16” WEST, 153.53 FEET; THENCE SOUTH 01°10’37” EAST, 9.22 FEET; THENCE SOUTH 88°49’23” WEST, 26.50 FEET; THENCE SOUTH 43°59’53 WEST, 7.54 FEET; THENCE SOUTH 00°35’26” EAST, 34.07 FEET; THENCE SOUTH 44°52’42” EAST, 4.64 FEET TO THE BEGINNING OF A NON-TANGENT CURVE, CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 13.91 FEET, FROM WHICH A RADIAL LINE BEARS SOUTH 51°51’14” EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE TO THE LEFT THROUGH A CENTRAL ANGLE OF 167°59’03”, AN ARC LENGTH OF 40.78 FEET TO A POINT OF NON-TANGENCY, A RADIAL LINE TO SAID POINT BEARS SOUTH 39°50’17” EAST; THENCE ALONG A NON-TANGENT LINE SOUTH 45°11’33” EAST, 4.59 FEET; THENCE NORTH 89°10’56” EAST, 4.06 FEET; THENCE SOUTH 05°16’55” WEST, 54.19 FEET; THENCE SOUTH 89°22’28” WEST, 5.69 FEET; THENCE SOUTH 44°39’23” WEST, 14.74 FEET; THENCE SOUTH 00°41’40” EAST, 15.49 FEET; THENCE SOUTH 45°06’44” EAST, 11.67 FEET; THENCE NORTH 89°08’03” EAST, 15.40 FEET; THENCE SOUTH 00°51’57” EAST, 3.09 FEET; THENCE SOUTH 45°34’44” EAST, 20.69 FEET; THENCE NORTH 89°51’51” EAST, 7.08 FEET; THENCE NORTH 00°36’08” WEST, 10.54 FEET; THENCE NORTH 89°22’51” EAST, 8.64 FEET; THENCE SOUTH 00°51’36” EAST, 6.32 FEET; THENCE NORTH 89°23’00” EAST, 70.00 FEET; THENCE NORTH 00°37’00” WEST, 2.46 FEET; THENCE NORTH 89°21’39” EAST, 42.47 FEET; THENCE SOUTH 00°34’21” EAST, 2.48 FEET; THENCE NORTH 89°23’00” EAST, 9.86 FEET; THENCE NORTH 00°43’19” WEST, 22.52 FEET; THENCE NORTH 89°15’40” EAST, 8.51 FEET; THENCE SOUTH 00°42’30” EAST, 2.77 FEET; THENCE NORTH 89°17’30” EAST, 109.10 FEET; THENCE NORTH 01°05’27” WEST, 2.82 FEET; THENCE NORTH 89°48’50” EAST, 8.27 FEET; THENCE SOUTH 65°42’02” EAST, 42.12 FEET; THENCE SOUTH 25°03’42” WEST, 5.05 FEET; THENCE SOUTH 65°27’22” EAST, 25.40 FEET; THENCE NORTH 11°28’05” EAST, 0.61 FEET; THENCE SOUTH 65°22’40” EAST, 39.03 FEET; THENCE SOUTH 24°17’06” WEST, 24.04 FEET; THENCE SOUTH 63°36’49” EAST, 9.33 FEET; THENCE SOUTH 01°01’35” WEST, 10.31 FEET; THENCE SOUTH 25°00’58” WEST, 43.66 FEET; SOUTH 65°55’32” EAST, 27.15 FEET; THENCE SOUTH 24°20’07” WEST, 74.69 FEET; THENCE SOUTH 45°12’47” WEST, 2.26 FEET; THENCE SOUTH 45°48’06” EAST, 19.04 FEET; THENCE NORTH 89°40’45” EAST, 3.70 FEET; THENCE NORTH 04°12’09” EAST, 1.49 FEET; THENCE NORTH 88°19’56” EAST, 4.28 FEET; THENCE SOUTH 00°41’26” EAST,

A-22

62.53 FEET; THENCE SOUTH 89°37’37” WEST, 8.30 FEET; THENCE SOUTH 00°36’39” EAST, 60.49 FEET; THENCE SOUTH 64°40’35” WEST, 16.80 FEET; THENCE SOUTH 25°41’08” EAST, 60.80 FEET; THENCE SOUTH 64°22’54” WEST, 87.94 FEET; THENCE NORTH 24°50’35” WEST, 3.46 FEET; THENCE SOUTH 65°09’25” WEST, 6.45 FEET; THENCE SOUTH 24°50’35” EAST, 3.51 FEET; THENCE SOUTH 64°23’08” WEST, 139.31 FEET; THENCE NORTH 25°54’06” WEST, 37.43 FEET; THENCE SOUTH 89°01’31” WEST, 19.00 FEET; THENCE NORTH 00°44’18” WEST, 34.11 FEET; THENCE SOUTH 88°58’21” WEST, 2.57 FEET; THENCE NORTH 00°19’14” EAST, 2.01 FEET; THENCE SOUTH 89°26’21” WEST, 133.64 FEET; THENCE SOUTH 00°24’46” EAST, 34.83 FEET; THENCE SOUTH 89°45’05” WEST, 11.13 FEET; THENCE SOUTH 00°45’04” EAST, 44.10 FEET; THENCE SOUTH 81°49’18” EAST, 7.02 FEET; THENCE SOUTH 00°33’20” EAST, 47.23 FEET; THENCE NORTH 89°38’05” EAST, 4.75 FEET; THENCE SOUTH 00°21’54” EAST, 14.09 FEET; THENCE NORTH 79°38’00” WEST, 1.58 FEET; THENCE SOUTH 44°55’10” WEST, 17.07 FEET; THENCE SOUTH 00°48’13” EAST, 17.49 FEET; THENCE SOUTH 46°39’43” EAST, 16.82 FEET; THENCE SOUTH 88°16’52” EAST, 1.62 FEET; THENCE SOUTH 00°37’21” EAST, 7.89 FEET; THENCE NORTH 88°18’38” EAST, 0.59 FEET; THENCE SOUTH 00°28’50” EAST, 0.67 FEET TO THE POINT OF BEGINNING.

PARCEL NA1 HAS A LOWER PLANE ELEVATION OF 2117.29 FEET AND AN UPPER PLANE ELEVATION OF 2144.29 FEET.

PARCEL EIGHTEEN (18):

A NON-EXCLUSIVE EASEMENT FOR PEDESTRIAN AND VEHICULAR INGRESS, EGRESS, PARKING, UTILITIES, MAINTENANCE AND OTHER USES AS PROVIDED FOR IN THAT CERTAIN “CONSTRUCTION, OPERATION AND RECIPROCAL EASEMENT AGREEMENT” BY AND BETWEEN ALADDIN GAMING, LLC, ALADDIN BAZAAR, LLC AND ALADDIN MUSIC HOLDINGS, LLC, RECORDED MARCH 2, 1998 IN BOOK 980302 AS INSTRUMENT NO. 00003 AND RE-RECORDED MARCH 24, 1998 IN BOOK 980324 AS INSTRUMENT NO. 01111 AND RE-RECORDED MAY 29, 1998 IN BOOK 980529 AS INSTRUMENT NO. 02358 AND RE-RECORDED OCTOBER 22, 1998 IN BOOK 981022 AS INSTRUMENT NO. 00509 AS AMENDED BY MEMORANDUM OF AMENDMENT AND RATIFICATION OF REA RECORDED NOVEMBER 20, 2000 IN BOOK 20001120 AS INSTRUMENT NO. 00858, AS AMENDED BY SECOND AMENDMENT OF CONSTRUCTION, OPERATION RECIPROCAL EASEMENT AGREEMENT RECORDED MARCH 31, 2003 IN BOOK 20030331 AS INSTRUMENT NO. 04875, AS ASSIGNED BY “ASSIGNMENT AND ASSUMPTION OF RECIPROCAL EASEMENT AGREEMENT” RECORDED SEPTEMBER 1, 2004 IN BOOK 20040901 AS INSTRUMENT NO. 00285 OF OFFICIAL RECORDS, AS MODIFIED BY A DOCUMENT DECLARING MODIFICATIONS THEREOF RECORDED NOVEMBER 17, 2005 IN BOOK 20051117 AS INSTRUMENT NO. 05802 OF OFFICIAL RECORDS OF CLARKS COUNTY, NEVADA.

PARCEL NINETEEN (19):

A NON-EXCLUSIVE RIGHT TO USE THAT CERTAIN MULTI-LEVEL PARKING STRUCTURE AND SURFACE-LEVEL PARKING FACILITIES AS SET FORTH IN THAT CERTAIN “MEMORANDUM OF COMMON PARKING AREA USE AGREEMENT” BY AND BETWEEN ALADDIN GAMING, LLC AND ALADDIN BAZAAR, LLC RECORDED MARCH 2, 1998 IN BOOK 980302 AS INSTRUMENT NO. 00005 AND RE-RECORDED MAY 29, 1998 IN BOOK 980529 AS INSTRUMENT NO. 02360 OF OFFICIAL RECORDS, CLARK COUNTY, NEVADA RECORDS.

NOTE: THE ABOVE METES AND BOUNDS LEGAL DESCRIPTION APPEARED PREVIOUSLY IN THAT

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CERTAIN DOCUMENT RECORDED SEPTEMBER 1, 2004 IN BOOK 20040901 AS INSTRUMENT NO. 00286 OF OFFICIAL RECORDS, CLARK COUNTY, NEVADA.

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EXHIBIT B

Definitions

“Commercial Tort Claims” shall have the meaning ascribed thereto in the Uniform Commercial Code.

“Contracts” shall mean, collectively, all agreements entered into by any Pledgor or by any other Person on behalf of Trustor or assumed by Trustor, relating to the ownership, operation or maintenance of the Premises or any other Property, all rights, privileges and powers under Operating Agreements (which shall include, without limitation, the rights of the Borrower under the License Agreement and Licenses, together with any and all extensions, modifications, amendments and renewals of such leases, contracts and agreements and all rights of Trustor to receive moneys due or to become due thereunder or pursuant thereto and to amend, modify, terminate or exercise rights under such leases, contracts and agreements, but, subject to the applicable provisions of the other Loan Documents, excluding any rights under (but not excluding Proceeds of) any such lease, contract or agreement (including, without limitation, any License) that by the terms thereof, or under applicable law, cannot be assigned or a security interest granted therein in the manner contemplated by this Agreement unless consent from the relevant party or parties has been obtained and under the terms of which lease, contract or agreement any such assignment or grant of a security interest therein in the absence of such consent would, or could, result in a breach thereof, but only to the extent that (y) such rights are subject to such contractual or legal restriction and (z) such restriction is not, or could not be, rendered ineffective pursuant to the Uniform Commercial Code or any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity.

“Copyrights” shall mean, collectively, all of each Trustor’s copyrights, copyright registrations and applications for copyright registration under the laws of the United States or any other country or jurisdiction, including all recordings, supplemental registrations and derivative or collective work registrations, and all renewals and extensions thereof, in each case whether published or unpublished, now owned or existing or created or hereafter acquired or arising.

“Copyright Collateral” shall mean, collectively, all Copyrights and Copyright Licenses to which any Pledgor is or hereafter becomes a party and all other General Intangibles embodying, incorporating, evidencing or otherwise relating or pertaining to any Copyright or Copyright License, in each case whether now owned or existing or hereafter acquired or arising.

“Copyright License” shall mean any agreement now or hereafter in effect granting any right to any third party under any Copyright now or hereafter owned by Trustor or which Trustor otherwise has the right to license, or granting any right to Trustor under any property of the type described in the definition of Copyright herein now or hereafter owned by any third party, and all rights of Trustor under any such agreement, but, subject to the applicable provisions of the other Loan Documents, excluding any rights under (but not excluding Proceeds of) any such

B-1

agreement that by the terms thereof, or under applicable law, cannot be assigned or a security interest granted therein in the manner contemplated by this Agreement, unless consent from the relevant party or parties has been obtained and under the terms of which agreement any such assignment or grant of a security interest therein in the absence of such consent would, or could, result in a breach thereof, but only to the extent that (y) such rights are subject to such contractual or legal restriction and (z) such restriction is not, or could not be, rendered ineffective pursuant to the Uniform Commercial Code or any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity.

“Domain Name” shall mean the combination of words and abbreviations that represents a uniquely identifiable internet protocol address of a World Wide Web internet location.

“Gaming Authority” means any of the Nevada Gaming Commission, the Nevada State Gaming Control Board, the Clark County Liquor and Gaming Licensing Board, the City of Las Vegas, and any other gaming regulatory body or any agency which has, or may at any time after the Closing Date have, jurisdiction over the gaming activities of the Premises or any successor to such authority.

“Gaming Equipment” means the gaming equipment and gaming devices which are regulated gaming devices under any Gaming Laws (including but not limited to slot machines, gaming tables, cards, dice, cashless wagering systems and tangible associated equipment (as defined in NRS 463.0136) and other applicable law) together with all improvements and/or additions thereto.

“Gaming Laws” means the provisions of the Nevada Gaming Control Act, as amended from time to time, all regulations of the Nevada Gaming Commission promulgated thereunder, as amended from time to time, the provisions of the Clark County Code, as amended from time to time, and all other laws, statutes, rules, rulings, orders, ordinances, regulations and other Legal Requirements of any Gaming Authority.

“General Intangibles” shall have the meaning ascribed thereto in the Uniform Commercial Code, including, without limitation, all Contracts, all Copyright Collateral, all Trademark Collateral, all Domain Name registrations, all trade secrets, all Intercompany Obligations, all rights under or evidenced by choses in action or causes of action, all judgments, tax refund claims, claims against carriers and shippers, claims under liens and insurance policies, all rights under security agreements, guarantees, indemnities and other instruments and contracts securing or otherwise relating to any of the foregoing, and all other intangible personal property of every kind and nature, and all accessions, additions, improvements, modifications and upgrades to, replacements of and substitutions for the foregoing, in each case whether now owned or existing or hereafter acquired or arising, but excluding Accounts and excluding leases, contracts and agreements (including, without limitation, Licenses) to the extent excluded from Contracts under the definition of such term herein.  For the purposes of this Agreement, General Intangibles shall include Commercial Tort Claims and shall include all contractual or other rights of the Borrower to receive Marketing Fees in whatever form that such Marketing Fees or rights to receive such Marketing Fees arise (including all Accounts, General Intangibles, Investment Property, Letter of Credit Rights and all other rights of payment of any kind in respect of such Marketing Fees) (the “Development Commissions”).

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“Instruments” shall have the meaning ascribed thereto in the Uniform Commercial Code, whether now owned or existing or hereafter acquired, including those evidencing, representing, securing, arising from or otherwise relating to any Accounts, Intercompany Obligations or other Collateral.

“Intercompany Obligations” shall mean, collectively, all indebtedness, obligations and other amounts at any time owing to Trustor from any of Trustor’s subsidiaries or affiliates and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness, obligations or other amounts.

“License” shall mean any Copyright License, Patent License or Trademark License.

“Patents” shall mean, collectively, all of Trustor’s letters patent, whether under the laws of the United States or any other country or jurisdiction, all recordings and registrations thereof and applications therefor, including, without limitation, the inventions described therein, all reissues, continuations, divisions, renewals, extensions, continuations-in-part thereof, in each case whether now owned or existing or hereafter acquired or arising.

“Patent Collateral” shall mean, collectively, all Patents and all Patent Licenses to which any Trustor is or hereafter becomes a party and all other General Intangibles embodying, incorporating, evidencing or otherwise relating or pertaining to any Patent or Patent License, in each case whether now owned or existing or hereafter acquired or arising.

“Patent License” shall mean any agreement, whether written or oral, now or hereafter in effect granting to any third party any right to make, use or sell any invention on which a Patent, now or hereafter owned by Trustor or which Trustor otherwise has the right to license, is in existence, or granting to Trustor any right to make, use, sell, offer to sell or import any invention on which property of the type described in the definition of Patent herein, now or hereafter owned by any third party, is in existence, and all rights of Trustor under any such agreement, but, subject to the applicable provisions of the other Loan Documents, excluding any rights under (but not excluding Proceeds of) any such agreement that by the terms thereof, or under applicable law, cannot be assigned or a security interest granted therein in the manner contemplated by this Agreement, unless consent from the relevant party or parties has been obtained and under the terms of which agreement any such assignment or grant of a security interest therein in the absence of such consent would, or could, result in a breach thereof, but only to the extent that (y) such rights are subject to such contractual or legal restriction and (z) such restriction is not, or could not be, rendered ineffective pursuant to the Uniform Commercial Code or any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity.

“Trademarks” shall mean, collectively, all of Trustor’s trademarks, service marks, trade names, corporate and company names, business names, fictitious business names, logos, trade dress, trade styles, other source or business identifiers, designs and general intangibles of a similar nature, whether under the laws of the United States or any other country or jurisdiction, all recordings and registrations thereof and applications therefor (but excluding any application to register any trademark, service mark or other mark prior to the filing under applicable law of a

B-3

verified statement of use (or the equivalent) for such trademark, service mark or other mark if the creation of a Lien thereon or security interest therein would void or invalidate such trademark, service mark or other mark), all renewals and extensions thereof, all rights corresponding thereto, and all goodwill associated therewith or symbolized thereby, in each case whether now owned or existing or hereafter acquired or arising.

“Trademark Collateral” shall mean, collectively, all Trademarks and Trademark Licenses to which Trustor is or hereafter becomes a party and all other General Intangibles embodying, incorporating, evidencing or otherwise relating or pertaining to any Trademark or Trademark License, in each case whether now owned or existing or hereafter acquired or arising.

“Trademark License” shall mean any agreement, whether written or oral, now or hereafter in effect granting any right to any third party under any Trademark now or hereafter owned by Trustor or which Trustor otherwise has the right to license, or granting any right to Trustor under any property of the type described in the definition of Trademark herein now or hereafter owned by any third party, and all rights of Trustor under any such agreement (including, without limitation, the license to use the Trademarks set forth in the License Agreement), but, subject to the applicable provisions of the other Loan Documents, excluding any rights under (but not excluding Proceeds of) any such agreement that by the terms thereof, or under applicable law, cannot be assigned or a security interest granted therein in the manner contemplated by this Agreement, unless consent from the relevant party or parties has been obtained and under the terms of which agreement any such assignment or grant of a security interest therein in the absence of such consent would, or could, result in a breach thereof, but only to the extent that (y) such rights are subject to such contractual or legal restriction and (z) such restriction is not, or could not be, rendered ineffective pursuant to the Uniform Commercial Code or any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity.

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EX-10.33

Exhibit 10.33

Assessor’s Parcel No.: 162-21-210-008

PREPARED BY AND UPON

RECORDATION RETURN TO:

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, New York 10004

STATEMENTS OF PROPERTY TAXES

ARE TO BE MAILED TO:

TSP Owner LLC

3667 Las Vegas Blvd. South

Las Vegas, Nevada  89109

Attention: Controller

SPACE ABOVE THIS LINE RESERVED FOR RECORDER’S USE

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

made by

TSP OWNER LLC,
as Trustor

to

FIRST AMERICAN TITLE INSURANCE COMPANY,
as Trustee, for the benefit of

COLUMN FINANCIAL, INC.,
as Beneficiary

Dated as of November 30, 2006

TABLE OF CONTENTS

ARTICLE I.	GRANTS OF SECURITY
Section 1.1.		Granting Clause
Section 1.2.		Assignment of Rents
Section 1.3.		Security Agreement
Section 1.4.		Fixture Filing
Section 1.5.		Pledges of Monies held
ARTICLE II.	DEBT AND OBLIGATIONS SECURED
Section 2.1.		Debt
Section 2.2.		Other Obligations
Section 2.3.		Debt and Other Obligations
ARTICLE III.	TRUSTOR COVENANTS
Section 3.1.		Maintenance of Property
Section 3.2.		Waste
Section 3.3.		Payment for Labor and Materials
Section 3.4.		Performance of Other Agreements
Section 3.5.		Change of Name, Identity, Structure or Location; Subjection to Other Security Agreements; Locations of Places of Business and Chief Executive Office
Section 3.6.		Title
Section 3.7.		No Consents or Other Filings
Section 3.8.		Examination of Books and Records
ARTICLE IV.	OBLIGATIONS AND RELIANCES
Section 4.1.		Relationship of Trustor and Beneficiary
Section 4.2.		No Reliance on Beneficiary
Section 4.3.		No Beneficiary Obligations
Section 4.4.		Liens Absolute
Section 4.5.		Continuing Liability of Trustor
ARTICLE V.	FURTHER ASSURANCES
Section 5.1.		Recording of Security Instrument, etc
Section 5.2.		Further Acts, etc
Section 5.3.		Changes in Tax, Debt, Credit and Documentary Stamp Laws
Section 5.4.		Severing of Mortgage

i

ARTICLE VI.	DUE ON SALE/ENCUMBRANCE
Section 6.1.		Beneficiary Reliance
Section 6.2.		No Sale/Encumbrance
ARTICLE VII.	RIGHTS AND REMEDIES UPON DEFAULT
Section 7.1.		Remedies
Section 7.2.		Limitation on Duty of Beneficiary in Respect of Collateral
Section 7.3.		Application of Proceeds
Section 7.4.		Right to Cure Defaults
Section 7.5.		Actions and Proceedings
Section 7.6.		Other Rights, Etc
Section 7.7.		Right to Release Any Portion of the Property
Section 7.8.		Violation of Laws
Section 7.9.		Recourse and Choice of Remedies
Section 7.10.		Right of Entry
Section 7.11.		General Authority
Section 7.12.		Nevada Foreclosure
Section 7.13.		Limitation on Foreclosure
ARTICLE VIII.	INDEMNIFICATION
Section 8.1.		General Indemnification
Section 8.2.		Mortgage and/or Intangible Tax
Section 8.3.		ERISA Indemnification
Section 8.4.		Duty to Defend; Attorneys’ Fees and Other Fees and Expenses
ARTICLE IX.	WAIVERS
Section 9.1.		Waiver of Counterclaim
Section 9.2.		Marshalling and Other Matters
Section 9.3.		Waiver of Notice
Section 9.4.		Waiver of Statute of Limitations
Section 9.5.		Survival
ARTICLE X.	EXCULPATION
ARTICLE XI.	NOTICES
ARTICLE XII.	APPLICABLE LAW
Section 12.1.		Governing Law
Section 12.2.		Usury Laws
Section 12.3.		Provisions Subject to Applicable Law
ARTICLE XIII.	DEFINITIONS

ii

ARTICLE XIV.		MISCELLANEOUS PROVISIONS
Section 14.1.			No Oral Change
Section 14.2.			Successors and Assigns
Section 14.3.			Inapplicable Provisions
Section 14.4.			Headings, etc
Section 14.5.			Number and Gender
Section 14.6.			Subrogation
Section 14.7.			Entire Agreement
Section 14.8.			Limitation on Beneficiary’s Responsibility
Section 14.9.			Appointment of Collateral Agent
Section 14.10.			Counterparts; Effectiveness
Section 14.11.			Joint and Several Liability
Section 14.12.			Intentionally Omitted.
Section 14.13.			Other Collateral
Section 14.14.			Waiver of Appraisement, Valuation, Stay, Extension and Redemption Laws
Section 14.15.			Suits to Protect the Mortgaged Property
Section 14.16.			Waiver of Trial by Jury
Section 14.17.			Substitution of Trustee
ARTICLE XV.		STATE-SPECIFIC PROVISIONS
Section 15.1.			Principles of Construction
Section 15.2.			Waivers
Section 15.3.			Incorporated Statutory Provisions
Section 15.4.			Gaming Matters
Section 15.5.			Security Agreement
Section 15.6.			Future Advances
Section 15.7.			Additional Event of Default
Exhibit A	Legal Description
Exhibit B	Additional Definitions

iii

DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS, FINANCING STATEMENT AND FIXTURE FILING (this “Security Instrument”), dated as of November 30, 2006, made by TSP OWNER LLC, a Delaware limited liability company, having its principal place of business c/o OPBIZ, L.L.C., 3667 Las Vegas Blvd. South, Las Vegas, Nevada 89109,  each as trustor (collectivey, “Trustor”), to First American Title Insurance Company, a New York corporation, having its principal place of business at 633 Third Avenue, New York, NY 10017, as trustee (“Trustee”), for the benefit of COLUMN FINANCIAL, INC., a Delaware corporation, having an address at 11 Madison Avenue, New York, New York 10010, as beneficiary (“Beneficiary”).

W I T N E S S E T H:

WHEREAS, this Security Instrument is given to secure a loan (the “Loan”) in the maximum principal sum of up to Eight Hundred and Twenty Million and No/100 Dollars ($820,000,000) advanced pursuant to that certain Loan Agreement, dated as of the date hereof, between PH Fee Owner LLC and OpBiz, L.L.C. (collectively, “Borrower”) and Beneficiary, as lender (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “Loan Agreement”; capitalized terms not otherwise defined herein or in Exhibit B attached hereto and made part hereof shall have the respective meanings specified in the Loan Agreement) and evidenced by that certain Promissory Note, dated the date hereof, made by Borrower in favor of Beneficiary (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “Note”);

WHEREAS, Trustor is a wholly-owned subsidiary of PH Fee Owner LLC and will derive a benefit from the making of the Loan to Borrower;

WHEREAS, Trustor desires to secure the payment of the Debt and the performance of all of Borrower’s obligations under the Note, the Loan Agreement and the other Loan Documents (as herein defined); and

WHEREAS, this Security Instrument is given pursuant to the Loan Agreement, and payment, fulfillment, and performance by Borrower of its obligations thereunder and under the other Loan Documents are secured hereby.

NOW THEREFORE, in consideration of the premises and the mutual conditions contained herein, including Beneficiary’s entering into the Loan Agreement, the receipt and legal sufficiency of which are hereby expressly acknowledged by all parties, to secure full and complete payment and performance of the Loan, including, without limitation, Borrower’s performance of Borrower’s obligations under the Note, the Loan Agreement and the other Loan Documents:

ARTICLE I.
GRANTS OF SECURITY

Section 1.1.            Granting Clause.  Trustor does hereby irrevocably grant, bargain, pledge, deed, mortgage, warrant, sell, transfer, assign, and convey unto Trustee, its successors and assigns, IN TRUST for the benefit of Beneficiary, and their respective successors and assigns forever, WITH POWER OF SALE AND RIGHT OF ENTRY AND POSSESSION, subject only

to those matters constituting Permitted Encumbrances under the Loan Agreement, property, rights, interests and estates now owned, or hereafter acquired by Trustor and all of Trustor’s right, title and interest, now owned or hereafter acquired, in and to the following described properties and interests and all replacements or substitutes therefor and all products and proceeds thereof, and accessions thereto, and whether held to be real or personal property, tangible or intangible (collectively, the “Property”):

(a)           Land.  The real property described in Exhibit A attached hereto and made a part hereof (the “Land”);

(b)           Additional Land.  All additional lands, estates and development rights hereafter acquired by Trustor for use in connection with the Land and the development of the Land and all additional lands and estates therein which may, from time to time, by supplemental mortgage or otherwise, be expressly made subject to the lien of this Security Instrument;

(c)           Improvements.  The buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter erected or located on the Land (collectively, the “Improvements”);

(d)           Easements.  All easements, rights-of-way or use, rights, strips and gores of land, streets, ways, alleys, passages, sewer rights, water, water courses, water rights and powers, water permits, oil, gas, and other mineral rights, air rights and development rights, and all estates, leasehold interests, rights, titles, interests, powers, privileges, liberties, servitudes, tenements, hereditaments and appurtenances of any nature whatsoever, in any way now or hereafter belonging, relating or pertaining to the Land and the Improvements (or benefiting same) and the reversions and remainders, and all land lying in the bed of any street, road or avenue, opened or proposed, in front of or adjoining the Land, to the center line thereof and all the estates, rights, titles, interests, rights of dower, rights of curtesy, property, possession, claim and demand whatsoever, both at law and in equity, of Trustor of, in and to the Land and the Improvements and every part and parcel thereof, with the appurtenances thereto;

(e)           Equipment.  All “equipment,” as such term is defined in Article 9 of the Uniform Commercial Code, now owned or hereafter acquired by Trustor, which is used at or in connection with the Improvements or the Land or is located thereon or therein (including, but not limited to, all machinery, equipment, furnishings, and electronic data-processing and other office equipment now owned or hereafter acquired by Trustor and any and all additions, substitutions and replacements of any of the foregoing), together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto (collectively, the “Equipment”);

(f)            Fixtures.  All Equipment now owned, or the ownership of which is hereafter acquired, by Trustor which is so related to the Land and Improvements forming part of the Property that it is deemed fixtures or real property under the law of the State of Nevada, including, without limitation, all building or construction materials intended for construction, reconstruction, alteration or repair of or installation on the Property, construction equipment, appliances, machinery, plant equipment, fittings, apparatuses, fixtures and other items now or hereafter attached to, installed in or used in connection with (temporarily or permanently) any of the Improvements or the Land, including, but not limited to, engines, devices for the operation of

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pumps, pipes, plumbing, call and sprinkler systems, fire extinguishing apparatuses and equipment, heating, ventilating, incinerating, electrical, air conditioning and air cooling equipment and systems, gas and electric machinery, appurtenances and equipment, pollution control equipment, security systems, disposals, dishwashers, refrigerators and ranges, recreational equipment and facilities of all kinds, and water, gas, electrical, storm and sanitary sewer facilities, utility lines and equipment (whether owned individually or jointly with others, and, if owned jointly, to the extent of Trustor’s interest therein) and all other utilities whether or not situated in easements, all water tanks, water supply, water power sites, fuel stations, fuel tanks, fuel supply, and all other structures, together with all accessions, appurtenances, additions, replacements, betterments and substitutions for any of the foregoing and the proceeds thereof (collectively, the “Fixtures”).

(g)           Personal Property.  All furniture, furnishings, objects of art, machinery, goods, tools, supplies, appliances, general intangibles, contract rights, accounts, accounts receivable, franchises, licenses, certificates and permits, and all other personal property of any kind or character whatsoever as defined in and subject to the provisions of the Uniform Commercial Code, whether tangible or intangible, other than Fixtures, which are now or hereafter owned by Trustor and which are located within or about the Land or the Improvements, together with all accessories, replacements and substitutions thereto or therefor and the proceeds thereof (collectively, the “Personal Property”), and the right, title and interest of Trustor in and to any of the Personal Property which may be subject to any security interests (as defined in the Uniform Commercial Code) superior in lien to the lien of this Security Instrument, and all proceeds and products of the above;

(h)           Leases and Rents.  All leases, subleases or subsubleases, lettings, licenses, concessions or other agreements (whether written or oral) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of the Land and the Improvements, and every modification, amendment or other agreement relating to such leases, subleases, subsubleases, or other agreements entered into in connection with such leases, subleases, subsubleases, or other agreements and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto, heretofore or hereafter entered into (collectively, the “Leases”), whether before or after the filing by or against Trustor of any petition for relief under 11 U.S.C. § 101 et seq., as the same may be amended from time to time (the “Bankruptcy Code”), and all right, title and interest of Trustor, its successors and assigns therein and thereunder, including, without limitation, cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, revenues, issues and profits (including all oil and gas or other mineral royalties and bonuses) from the Land and the Improvements whether paid or accruing before or after the filing by or against Trustor of any petition for relief under the Bankruptcy Code (collectively, the “Rents”) and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Debt;

(i)            Condemnation Awards.  All Awards which may heretofore and hereafter be made with respect to the Property, whether from the exercise of the right of eminent domain (including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of the right), or for a change of grade, or for any other injury to or decrease in the value of the Property;

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(j)            Insurance Proceeds.  All Insurance Proceeds in respect of the Property under any Policies covering the Property, including, without limitation, the right to receive and apply the proceeds of any Policies, judgments, or settlements made in lieu thereof, in connection with a Casualty to the Property;

(k)           Tax Certiorari.  All refunds, rebates or credits in connection with reduction in Taxes or Other Charges charged against the Property;

(l)            Conversion.  All proceeds of the conversion, voluntary or involuntary, of any of the foregoing including, without limitation, Insurance Proceeds and Awards, into cash or liquidation claims;

(m)          Rights.  The right, in the name and on behalf of Trustor, to appear in and defend any action or proceeding brought with respect to the Property and to commence any action or proceeding to protect the interest of Beneficiary in the Property;

(n)           Agreements.  All agreements, contracts, certificates, instruments, franchises, permits, licenses, plans, specifications and other documents, now or hereafter entered into, and all rights therein and thereto, respecting or pertaining to the use, occupation, construction, management or operation of the Land and any part thereof or any Improvements or any business or activity conducted in, at or on the Land and any part thereof or any Improvements and all right, title and interest of Trustor therein and thereunder, including, without limitation, the right, upon the happening of any default hereunder, to receive and collect any sums payable to Trustor thereunder;

(o)           Intellectual Property.  All Trademark Collateral, Copyright Collateral, Patent Collateral, goodwill, books and records and all other General Intangibles relating to or used in connection with the ownership, management, operation, maintenance or renovation of the Property; and

(p)           Other Rights.  Any and all other rights of Trustor in and to the items set forth in paragraphs (a) through (o) above.

AND without limiting any of the other provisions of this Security Instrument, Trustor hereby expressly grants to Beneficiary, as secured party, a security interest in the portion of the Property which is or may be subject to the provisions of the Uniform Commercial Code which are applicable to secured transactions; it being understood and agreed that the Improvements and Fixtures are part and parcel of the Land (the Land, the Improvements and the Fixtures collectively referred to as the “Real Property”) appropriated to the use thereof and, whether affixed or annexed to the Real Property or not, shall for the purposes of this Security Instrument be deemed conclusively to be real estate and mortgaged hereby.

Section 1.2.            Assignment of Rents.  Trustor hereby absolutely and unconditionally assigns to Beneficiary all of Trustor’s right, title and interest in and to all current and future Leases and Rents; it being intended by Trustor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only.  Nevertheless, subject to the terms of the Assignment of Leases and Section 7.1(h) of this Security Instrument, Beneficiary grants to Trustor a revocable license to collect, receive, use and enjoy the Rents, and

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Trustor shall hold the Rents, or a portion thereof sufficient to discharge all current sums due on the Debt, for use in the payment of such sums.

Section 1.3.            Security Agreement.  This Security Instrument is both a real property mortgage and a “security agreement” within the meaning of the Uniform Commercial Code.  The Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Trustor in the Property.  Trustor hereby expressly grants to Beneficiary, as security for the Obligations (hereinafter defined), a security interest in the Fixtures, the Equipment, the Personal Property, and any other Property (to the extent such other Property is not real property) to the full extent that the Fixtures, the Equipment, the Personal Property and any other Property (to the extent such other Property is not real property) may be subject to the Uniform Commercial Code (said portion of the Property so subject to the Uniform Commercial Code and not constituting real property being called the “Collateral”).  If an Event of Default shall occur and be continuing, Beneficiary, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Beneficiary may deem necessary for the care, protection and preservation of the Collateral.  Upon request or demand of Beneficiary after the occurrence and during the continuance of an Event of Default, Trustor shall, at its expense, assemble the Collateral and make it available to Beneficiary at a convenient place (at the Land if tangible property) reasonably acceptable to Beneficiary.  Trustor shall pay to Beneficiary on demand any and all expenses, including reasonable legal expenses and attorneys’ fees, incurred or paid by Beneficiary in protecting its interest in the Collateral and in enforcing its rights hereunder with respect to the Collateral after the occurrence and during the continuance of an Event of Default.  Any notice of sale, disposition or other intended action by Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least 10 business days prior to such action, shall, except as otherwise provided by applicable law, constitute reasonable notice to Trustor.  The proceeds of any disposition of the Collateral, or any part thereof, may, except as otherwise required by applicable law, be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper.  Trustor hereby warrants Trustor’s (debtor’s) principal place of business and State of organization are as set forth on page one hereof.  The address of Beneficiary (secured party) is as set forth on page one hereof.

Section 1.4.            Fixture Filing.  This Security Instrument constitutes and shall be effective as Financing Statement filed as a fixture filing from the date of recording under Sections 104.9334 and 104.9502 of the Nevada Uniform Commercial Code (the “UCC”).  For such purposes, (i) the “debtor” is Trustor and its address is the address given for it in the initial paragraph of this Security Instrument; (ii) the “secured party” is Beneficiary, and its address for the purpose of obtaining information is the address given for it in the initial paragraph of this Security Instrument; (iii) the real estate to which the fixtures are or are to become attached is Trustor’s interest in the Real Property and is legally described in Exhibit A attached hereto; and (iv) the record owner of such real estate is Trustor.

Section 1.5.            Pledges of Monies Held.  Without limiting the generality of the foregoing, Trustor hereby pledges to Beneficiary any and all monies now or hereafter held by Beneficiary

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or on behalf of Beneficiary, including, without limitation, any sums deposited in the Lockbox Account, the Cash Management Account, the Reserve Funds and Net Proceeds, as additional security for the Obligations until expended or applied as provided in this Security Instrument.

CONDITIONS TO GRANT

TO HAVE AND TO HOLD the Property, together with all and singular the rights, hereditaments and appurtenances in anywise appertaining or belonging thereto, unto Trustee and its successors and assigns, in trust for the benefit of Beneficiary hereinafter set forth, forever,

ARTICLE II.
DEBT AND OBLIGATIONS SECURED

Section 2.1.            Debt.  This Security Instrument and the grants, assignments and transfers made in Article 1 are given for the purpose of securing the full and timely payment of the Debt (including, without limitation, any interest which accrues after the commencement of any bankruptcy or insolvency proceeding with respect to Trustor or Borrower, whether or not allowed or allowable as a claim under any bankruptcy or insolvency proceeding).

Section 2.2.            Other Obligations.  This Security Instrument and the grants, assignments and transfers made in Article 1 are also given for the purpose of securing the full and timely payment and performance of the following (collectively, the “Other Obligations”):

(a)           the performance of all other obligations of Trustor contained herein;

(b)           the performance of each obligation of Borrower contained in the Loan Agreement and any other Loan Document; and

(c)           the performance of each obligation of Trustor or Borrower contained in any renewal, extension, amendment, modification, consolidation, change of, or substitution or replacement for, all or any part of the Note, the Loan Agreement or any other Loan Document.

Section 2.3.            Debt and Other Obligations.  Borrower’s obligations for the payment of the Debt and Borrower’s and Trustor’s obligations for the payment and performance of the Other Obligations (including, without limitation, any interest which accrues after the commencement of any bankruptcy or insolvency proceeding with respect to Trustor or Borrower, whether or not allowed or allowable as a claim under any bankruptcy or insolvency proceeding), in each case whether now or hereafter due, owing or incurred in any manner, whether direct or indirect, actual or contingent, whether incurred solely or jointly with any other Person and whether as principal or surety (and including all liabilities in connection with any notes, bills or other instruments accepted by Beneficiary in connection therewith), together in each case with all renewals, modifications, consolidations or extensions thereof, shall be referred to collectively herein as the “Obligations”.

ARTICLE III.
TRUSTOR COVENANTS

Trustor represents, warrants, covenants and agrees that:

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Section 3.1.            Maintenance of Property.  Trustor shall cause the Property to be maintained in a good and safe condition and repair.  The Improvements, the Fixtures, the Equipment and the Personal Property shall not be removed, demolished or materially altered (except for normal replacement of the Fixtures, the Equipment or the Personal Property, tenant finish and refurbishment of the Improvements) without the consent of Beneficiary or as otherwise permitted pursuant to the Loan Agreement.  Trustor shall promptly repair, replace or rebuild any part of the Property which may be destroyed by any Casualty or become damaged, worn or dilapidated or which may be affected by any Condemnation, and shall complete and pay for any structure at any time in the process of construction or repair on the Land.

Section 3.2.            Waste.  Trustor shall not commit or suffer any waste of the Property or make any change in the use of the Property which will in any way materially increase the risk of fire or other hazard arising out of the operation of the Property, or take any action that might invalidate or allow the cancellation of any Policy, or do or permit to be done thereon anything that may in any way materially impair the value of the Property or the security of this Security Instrument.  Trustor will not, without the prior written consent of Beneficiary, permit any drilling or exploration for or extraction, removal, or production of any minerals from the surface or the subsurface of the Land, regardless of the depth thereof or the method of mining or extraction thereof.

Section 3.3.            Payment for Labor and Materials.  (a)  Trustor will promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials (“Labor and Material Costs”) incurred by it in connection with the Property and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof except for the Permitted Encumbrances.  Trustor shall record (and cause all of those claiming by, through or under Trustor to record) notices of non-responsibility and take (or cause to be taken) such further measures as required under NRS §§ 108.234, 2403, 2407 to prevent liens from attaching to the Property as a result of any labor performed at or materials supplied to the Property.

(b)           After prior written notice to Beneficiary, Trustor, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs; provided, that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, (ii) Trustor is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Trustor and from the Property or Trustor shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Trustor is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, and (vi) Trustor shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Beneficiary, to insure the payment of any contested Labor and Material Costs, together with all interest and penalties thereon.

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Section 3.4.            Performance of Other Agreements.  Trustor shall observe and perform each and every term, covenant and provision to be observed or performed by Trustor pursuant to any agreement or recorded instrument affecting or pertaining to the Property and any amendments, modifications or changes thereto.

Section 3.5.            Change of Name, Identity, Structure or Location; Subjection to Other Security Agreements; Locations of Places of Business and Chief Executive Office.  Trustor shall not change its name, identity (including its trade name or names), structure or location (determined as provided in Section 9-307 of the UCC) in any manner, and shall not become bound, as provided in Section 9-203(d) of the UCC, by a security agreement entered into by another Person, in each case unless it shall have given Beneficiary not less than 30 days’ prior notice thereof.  Trustor shall not in any event change the location of its place or places of business, its chief executive office or any Collateral or its name, identity, structure or location (determined as provided in Section 9-307 of the UCC), or become bound, as provided in Section 9-203(d) of the UCC, by a security agreement entered into by another Person, if such change would cause the Security Interests in any Collateral to lapse or cease to be perfected unless Trustor has taken on or before the date of lapse all actions necessary to ensure that the Security Interests in the Collateral does not lapse or cease to be perfected.

Section 3.6.            Title.  Trustor has good, marketable and insurable fee simple title to the real property comprising part of the Property, and Trustor is the beneficial owner of and has good title to the balance of such Property, in each case free and clear of all Liens whatsoever except Permitted Encumbrances.  The Permitted Encumbrances in the aggregate do not materially and adversely affect the value, operation or use of the Property.  Other than this Security Instrument, financing statements or other similar or equivalent documents or instruments with respect to the security interests purported to be granted hereby (the “Security Interests”) and Permitted Encumbrances, no financing statement, deed of trust, security agreement or similar or equivalent document or instrument covering all or any part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a Lien on such Collateral.  The Collateral is not in the possession or control of any Person asserting any claim thereto or security interest therein, except that Beneficiary or its nominee, custodian or a securities intermediary acting on its behalf may have possession and/or control of the Collateral as contemplated hereby.  This Security Instrument, when properly recorded in the appropriate records, will create (a) a valid, perfected first priority Lien on the Property, subject only to Permitted Encumbrances and (b) a valid perfected first priority security interest in and to, and a valid perfected first priority collateral assignment of, all Collateral, all in accordance with the terms hereof and thereof, in each case subject only to any applicable Permitted Encumbrances.  There are no claims for payment for work, labor or materials affecting the Property which are past due and are or may become a Lien prior to, or of equal priority with, the Liens created by this Security Instrument unless such claims for payments are being contested in accordance with the terms and conditions of this Security Instrument.  Trustor is not and will not become a party to or otherwise be bound by any agreement, other than this Security Instrument, which restricts in any manner the rights of Beneficiary or any other present or future holder of the Collateral with respect thereto.

Section 3.7.            No Consents or Other Filings.  No consent of any other Person (including, without limitation, any member or creditor of Trustor or any of its subsidiaries) and no order,

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consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any Governmental Authority is required to be obtained by Trustor in connection with the execution, delivery or performance of this Security Instrument, or to perfect or maintain the perfection and intended priority of the Liens and Security Interests of this Security Instrument, except for (a) any such order, consent, approval, license or authorization which has been obtained prior to the date hereof, (b) recordation of this Security Instrument in the Clark County Recorder’s Office and (c) filing of a UCC-1 Financing Statement with the office of the Secretary of State of the State of Delaware.  No such order, consent, approval, license, authorization, validation, filing, recording, registration or exemption is required to be obtained by Trustor in connection with the exercise of the rights and remedies of Beneficiary pursuant to this Security Instrument, except as may be required in connection with the disposition of the Collateral by laws affecting the offering and sale of securities generally.

Section 3.8.            Examination of Books and Records.  With respect to the books and records of Trustor, Beneficiary shall have the rights set forth in Section 5.2.11(e) of the Loan Agreement.

ARTICLE IV.
OBLIGATIONS AND RELIANCES

Section 4.1.            Relationship of Trustor and Beneficiary.  The relationship between Trustor and Beneficiary is solely that of debtor and creditor, and Beneficiary has no fiduciary or other special relationship with Trustor, and no term or condition of the Loan Agreement, the Note, this Security Instrument and the other Loan Documents shall be construed so as to deem the relationship between Trustor and Beneficiary to be other than that of debtor and creditor.

Section 4.2.            No Reliance on Beneficiary.  The general partners, members, principals and (if Trustor is a trust) beneficial owners of Trustor are experienced in the ownership and operation of properties similar to the Property, and Trustor and Beneficiary are relying solely upon such expertise and business plan in connection with the ownership and operation of the Property.  Trustor is not relying on Beneficiary’s expertise, business acumen or advice in connection with the Property.

Section 4.3.            No Beneficiary Obligations.  (a)  Notwithstanding the provisions of Section 1.1(h) and Section 1.1(n) or Section 1.2, Beneficiary is not undertaking the performance of (i) any obligations under the Leases or (ii) any obligations with respect to such agreements, contracts, certificates, instruments, franchises, permits, trademarks, licenses and other documents.

(b)           By accepting or approving anything required to be observed, performed or fulfilled or to be given to Beneficiary pursuant to this Security Instrument, Beneficiary shall not be deemed to have warranted, consented to, or affirmed the sufficiency, the legality or effectiveness of same, and such acceptance or approval thereof shall not constitute any warranty or affirmation with respect thereto by Beneficiary.

Section 4.4.            Liens Absolute.  All rights of Beneficiary, all Liens and security interests hereunder and all obligations of Trustor or Borrower hereunder are unconditional and absolute

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and independent and separate from any other security for or guaranty of the Obligations, whether executed by Trustor or any other Person.  Without limiting the generality of the foregoing, the obligations of Trustor hereunder shall not be released, discharged or otherwise affected or impaired by:

(a)           any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of Trustor under any Loan Documents or any other agreement or instrument evidencing or securing any Obligation, by operation of law or otherwise;

(b)           any change in the manner, place, time or terms of payment of any Obligation or any other amendment, supplement or modification to any Loan Documents or any other agreement or instrument evidencing or securing any Obligation;

(c)           any release, non-perfection or invalidity of any direct or indirect security for any Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Obligation or any release of any other obligor in respect of any Obligation;

(d)           any change in the existence, structure or ownership of Trustor, Borrower, any Guarantor or any other Person, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting Trustor, any Guarantor or any other Person, or their assets or any resulting disallowance, release or discharge of all or any portion of any Obligation;

(e)           the existence of any claim, set-off or other right which Trustor, Borrower, any Guarantor or any other Person, may have at any time against Beneficiary or any other Person, whether in connection herewith or any unrelated transaction; provided, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;

(f)            any invalidity or unenforceability relating to or against Trustor, Borrower, any Guarantor or any other Person, for any reason of any Loan Documents or any other agreement or instrument evidencing or securing any Obligation or any provision of applicable law or regulation purporting to prohibit the payment by Trustor, Borrower, any Guarantor or any other Person, of any Obligation;

(g)           any failure by Beneficiary: (i) to file or enforce a claim against Trustor, Borrower, any Guarantor or any other Person, or its estate (in a bankruptcy or other proceeding); (ii) to give notice of the existence, creation or incurrence by Trustor or Borrower of any new or additional indebtedness or obligation under or with respect to the Obligations; (iii) to commence any action against Trustor, Borrower, any Guarantor or any other Person; (iv) to disclose to Trustor, Borrower, any Guarantor or any other Person, any facts which such Beneficiary may now or hereafter know with regard to Trustor; or (v) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Obligations;

(h)           any direction as to application of payment by Trustor or any other Person;

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(i)            any subordination by Beneficiary of the payment of any Obligation to the payment of any other liability (whether matured or unmatured) of Trustor to its creditors;

(j)            any act or failure to act by Beneficiary under this Security Instrument or otherwise which may deprive Trustor, Borrower, any Guarantor or any other Person, of any right to subrogation, contribution or reimbursement against Trustor or any right to recover full indemnity for any payments made in respect of the Obligations; or

(k)           any other act or omission to act or delay of any kind by Trustor or Beneficiary or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of Trustor’s obligations hereunder.

Trustor has irrevocably and unconditionally delivered this Security Instrument to Beneficiary, and the failure by any other Person to sign this Security Instrument or a pledge agreement similar to this Security Instrument or otherwise shall not discharge the obligations of Trustor hereunder.

Section 4.5.            Continuing Liability of Trustor.  The Security Interests are granted as security only and shall not subject Beneficiary to, or transfer or in any way affect or modify, any obligation or liability of Trustor with respect to any of the Collateral or any transaction in connection therewith.

ARTICLE V.
FURTHER ASSURANCES

Section 5.1.            Recording of Security Instrument, etc.  Trustor forthwith upon the execution and delivery of this Security Instrument and thereafter, from time to time, will cause this Security Instrument and any of the other Loan Documents creating a Lien or security interest or evidencing the Lien hereof upon the Property and each instrument of further assurance to be filed, registered or recorded in such manner and in such places as may be required by any present or future law in order to publish notice of and fully to protect and perfect the Lien or security interest hereof upon, and the interest of Beneficiary in, the Property.  Trustor will pay all taxes, filing, registration or recording fees, and all expenses incident to the preparation, execution, acknowledgment and/or recording of this Security Instrument, any deed of trust or mortgage supplemental hereto, any security instrument with respect to the Property and any instrument of further assurance, and any modification or amendment of the foregoing documents, and all federal, state, county and municipal taxes, duties, imposts, assessments and charges arising out of or in connection with the execution and delivery of this Security Instrument, any deed of trust or mortgage supplemental hereto, any security instrument with respect to the Property or any instrument of further assurance, and any modification or amendment of the foregoing documents, except where prohibited by law so to do.

Section 5.2.            Further Acts, etc.  Trustor will, at the cost of Trustor, and without expense to Beneficiary, do, execute, acknowledge and deliver all further acts, deeds, conveyances, deeds of trust, mortgages, assignments, notices of assignments, transfers and assurances as Beneficiary shall, from time to time, reasonably require, for the better assuring, conveying, assigning,

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transferring, and confirming unto Beneficiary the property and rights hereby mortgaged, deeded, granted, bargained, sold, conveyed, confirmed, pledged, assigned, warranted and transferred or intended now or hereafter so to be, or which Trustor may be or may hereafter become bound to convey or assign to Beneficiary, or for carrying out the intention or facilitating the performance of the terms of this Security Instrument or for filing, registering or recording this Security Instrument, or for complying with all Legal Requirements.  Trustor will, from time to time at its expense at the reasonable request of Beneficiary and in such manner and form as Beneficiary may require, execute, deliver, file and record any financing statement, specific assignment, instrument, document, agreement or other paper and take any other action (including, without limitation, any filings of financing or continuation statements under the UCC or the Uniform Commercial Code of the States of Delaware and Nevada) that from time to time may be necessary or desirable, or that Beneficiary may request, in order to create, preserve, perfect, confirm or validate the Security Interests or to enable Beneficiary to obtain the full benefit of this Security Instrument or to exercise and enforce  any of its rights, powers and remedies created hereunder or under applicable law with respect to any of the Collateral.  To the extent permitted by applicable law, Trustor hereby authorizes Beneficiary to file, in the name of Trustor or otherwise and without the signature or other separate authorization or authentication of Trustor appearing thereon, such financing statements or continuation statements as Beneficiary in its sole discretion may deem necessary or appropriate to perfect or maintain the perfection of the Security Interests.  Trustor agrees that a carbon, photographic, photostatic or other reproduction of this Security Instrument is sufficient as a financing statement.  Trustor also agrees that any financing statements or continuation statements may describe the collateral as “all assets” or “all personal property” or words to similar effect and which may be filed in Nevada, Delaware or other jurisdictions as Beneficiary in its sole discretion may deem necessary or appropriate to perfect or maintain the perfection of the Security Interests.  Trustor shall pay the costs of, or incidental to, any recording or filing of any such financing or continuation statements.

Section 5.3.            Changes in Tax, Debt, Credit and Documentary Stamp Laws.  (a)  If any law is enacted or adopted or amended after the date of this Security Instrument which deducts the Debt from the value of the Property for the purpose of real estate taxation or which imposes a tax, either directly or indirectly, on the Debt or Beneficiary’s interest in the Property in substitute for real property taxation, Trustor will pay the tax, with interest and penalties thereon, if any.  If Beneficiary is advised by competent counsel chosen by it that the payment of tax by Trustor would be unlawful or taxable to Beneficiary or unenforceable or provide the basis for a defense of usury then Beneficiary shall have the option by written notice of not less than 120 days to declare the Debt immediately due and payable.

(b)           Trustor will not claim or demand or be entitled to any credit or credits on account of the Debt for any part of the Taxes or Other Charges assessed against the Property, or any part thereof, and no deduction shall otherwise be made or claimed from the assessed value of the Property, or any part thereof, for real estate tax purposes by reason of this Security Instrument or the Debt.  If such claim, credit or deduction shall be required by law, Beneficiary shall have the option, by written notice of not less than 120 days, to declare the Debt immediately due and payable.

(c)           If at any time the United States of America, any State thereof or any subdivision of any such State shall require revenue or other stamps to be affixed to the Note, this

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Security Instrument, or any of the other Loan Documents or impose any other tax or charge on the same, Trustor will pay for the same, with interest and penalties thereon, if any.

Section 5.4.            Severing of Mortgage.  This Security Instrument and the Note shall, at any time until the same shall be fully paid and satisfied, at the sole election of Beneficiary, be severed, split or divided into two or more notes and two or more security instruments in such denominations as Beneficiary shall determine in its sole discretion, each of which shall cover all or a portion of the Property to be more particularly described therein.  To that end, Trustor, upon written request of Beneficiary, at Trustor’s cost and expense, shall execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered by the then owner of the Property, to Beneficiary and/or its designee or designees, substitute notes and security instruments in such principal amounts, aggregating not more than the then unpaid principal amount of this Security Instrument, (provided that the severance of such instruments shall not modify or amend any material economic term of the Loan) and containing terms, provisions and clauses substantially identical to those contained herein and in the Note, and such other documents and instruments as may be required by Beneficiary.

ARTICLE VI.
DUE ON SALE/ENCUMBRANCE

Section 6.1.            Beneficiary Reliance.  Trustor acknowledges that Beneficiary has examined and relied on the experience of Trustor and its general partners, members, principals and (if Trustor is a trust) beneficial owners in owning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Trustor’s ownership of the Property as a means of maintaining the value of the Property as security for repayment of the Debt and the performance of the Other Obligations.  Trustor acknowledges that Beneficiary has a valid interest in maintaining the value of the Property so as to ensure that, should Trustor default in the repayment of the Debt or the performance of the Other Obligations, Beneficiary can recover the Debt by a sale of the Property.

Section 6.2.            No Sale/Encumbrance.  Neither Trustor nor any Restricted Party shall cause, permit or suffer any Transfer to occur other than as expressly permitted pursuant to the terms of the Loan Agreement.

ARTICLE VII.
RIGHTS AND REMEDIES UPON DEFAULT

Section 7.1.            Remedies.  Upon the occurrence and during the continuance of any Event of Default, Trustor agrees that Beneficiary may, to the extent permitted by applicable law, take such action, without notice or demand, as it deems advisable to protect and enforce its rights against Trustor and in and to the Property, including, but not limited to, the following actions, each of which may be pursued concurrently or otherwise, at such time and in such order as Beneficiary may determine, in its sole discretion, without impairing or otherwise affecting the other rights and remedies of Beneficiary:

(a)           institute proceedings, judicial or otherwise, for the complete foreclosure of this Security Instrument under any applicable provision of law, in which case the Property or any

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interest therein may be sold for cash or upon credit in one or more parcels or in several interests or portions and in any order or manner;

(b)           with or without entry, to the extent permitted and pursuant to the procedures provided by applicable law, institute proceedings for the partial foreclosure of this Security Instrument for the portion of the Debt then due and payable, subject to the continuing Lien and security interest of this Security Instrument for the balance of the Debt not then due, unimpaired and without loss of priority;

(c)           sell for cash or upon credit the Property or any part thereof and all estate, claim, demand, right, title and interest of Trustor therein and rights of redemption thereof, pursuant to power of sale or otherwise, at one or more sales, as an entirety or in parcels, at such time and place, upon such terms and after such notice thereof as may be required or permitted by law;

(d)           institute actions, suits or proceedings (i) in equity for the specific performance of any covenant, condition or agreement contained herein, or (ii) as Beneficiary otherwise may deem appropriate to protect and enforce the rights vested in Beneficiary by this Security Instrument;

(e)           recover judgment on the Note either before, during or after any proceedings for the enforcement of this Security Instrument or the other Loan Documents;

(f)            apply for the appointment of a receiver, trustee, liquidator or conservator of the Property, without notice and without regard for the adequacy of the security for the Debt and without regard for the solvency of Trustor, Borrower, any guarantor, indemnitor with respect to the Loan or of any Person liable for the payment of the Debt;

(g)           the license granted to Trustor under Section 1.2 shall be automatically revoked, and, subject to any applicable Legal Requirements, Beneficiary may enter into or upon the Property, either personally or by its agents, nominees or attorneys and dispossess Trustor and its agents and servants therefrom, without liability for trespass, damages or otherwise and exclude Trustor and its agents or servants wholly therefrom, and take possession of all books, records and accounts relating thereto and Trustor agrees to surrender possession of the Property and of such books, records and accounts to Beneficiary upon demand, and thereupon Beneficiary may (i) use, operate, manage, control, insure, maintain, repair, restore and otherwise deal with all and every part of the Property and conduct the business thereat; (ii) complete any construction on the Property in such manner and form as Beneficiary deems advisable; (iii) make alterations, additions, renewals, replacements and improvements to or on the Property; (iv) exercise all rights and powers of Trustor with respect to the Property, whether in the name of Trustor or otherwise, including, without limitation, the right to make, cancel, enforce or modify Leases, obtain and evict tenants, and demand, sue for, collect and receive all Rents; (v) require Trustor to pay monthly in advance to Beneficiary, or any receiver appointed to collect Rents, the fair and reasonable rental value for the use and occupation of such part of the Property as may be occupied by Trustor; (vi) require Trustor to vacate and surrender possession of the Property to Beneficiary or to such receiver and, in default thereof, Trustor may be evicted by summary proceedings or otherwise; and (vii) apply the receipts from the Property to the payment of the

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Debt, in such order, priority and proportions as Beneficiary shall deem appropriate in its sole discretion after deducting therefrom all expenses (including reasonable attorneys’ fees) incurred in connection with the aforesaid operations and all amounts necessary to pay the Taxes, Other Charges, Insurance Premiums and other expenses in connection with the Property, as well as just and reasonable compensation for the services of Beneficiary, its counsel, agents and employees;

(h)           exercise any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing: (i) the right to take possession of the Fixtures, the Equipment, the Personal Property, any other Collateral or any part thereof, and to take such other measures as Beneficiary may deem necessary for the care, protection and preservation of the Fixtures, the Equipment, the Personal Property, any other Collateral or any part thereof and (ii) request Trustor at its expense to assemble the Fixtures, the Equipment, the Personal Property, any other Collateral or any part thereof and make it available to Beneficiary at a convenient place acceptable to Beneficiary;

(i)            pursue such other remedies as Beneficiary may have under applicable law;

(j)            apply the undisbursed balance of any Net Proceeds Deficiency deposit, together with interest thereon, to the payment of the Debt in such order, priority and proportions as Beneficiary shall deem to be appropriate in its discretion; or

(k)           collect, receive, appropriate and realize upon the Collateral and/or sell, assign, give an option or options to purchase or otherwise dispose of and deliver the Collateral (or contract to do so) or any part thereof in one or more parcels (which need not be in round lots) at public or private sale or at broker’s board or on any securities exchange, at any office of Beneficiary or elsewhere in such manner as is commercially reasonable and as Beneficiary may deem best, for cash, on credit or for future delivery without assumption of any credit risk and at such price or prices as Beneficiary may deem satisfactory.  Beneficiary shall give Trustor not less than 10 days’ prior notice of the time and place of any sale or other intended disposition of any of the Collateral, except any Collateral which threatens to decline speedily in value or is of a type customarily sold on a recognized market.  Any such notice shall (i) in the case of a public sale, state the time and place fixed for such sale, (ii) in the case of a sale at a broker’s board or on a securities exchange, state the board or exchange at which such sale is to be made and the day on which the Collateral, or the portion thereof being sold, will first be offered for sale, (iii) in the case of a private sale, state the day after which such sale may be consummated, (iv) contain the information specified in Section 9-613 of the UCC, (v) be authenticated and (vi) be sent to the parties required to be notified pursuant to Section 9-611(c) of the UCC; provided, that if Beneficiary fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.  Beneficiary and Trustor agree that such notice constitutes reasonable notification within the meaning of Section 9-611 of the UCC.  Except as otherwise provided herein, Trustor hereby waives, to the extent permitted by applicable law, notice and judicial hearing in connection with Beneficiary’s taking possession or disposition of any of the Collateral.  Beneficiary may be the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale).  Trustor will execute and deliver such documents and take such other action as Beneficiary deems necessary or advisable in order that any such sale may be

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made in compliance with law.  Upon any such sale, Beneficiary shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold.  Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of whatsoever kind.  Any such public sale shall be held at such time or times within ordinary bankers hours and at such place or places as Beneficiary may fix in the notice of such sale.  At any such sale, the Collateral may be sold in one lot as an entirety or in such parcels, as Beneficiary may determine.  Beneficiary shall not be obligated to make any such sale pursuant to any such notice.  Beneficiary may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned without further notice.  In the case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Beneficiary until the selling price is paid by the purchaser thereof, but Beneficiary shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in the case of such failure, such Collateral may again be sold upon like notice.

In the event of a sale, by foreclosure, power of sale or otherwise, of less than all of Property, this Security Instrument shall continue as a lien and security interest on the remaining portion of the Property unimpaired and without loss of priority.

(l)            Without limiting the foregoing, upon the occurrence of an Event of Default, Beneficiary may deliver to Trustee written declaration of default and demand for sale and of written Notice of Default and Election to Sell (in accordance with Nevada Revised Statutes 107.080) to cause the Property to be sold to satisfy the obligations hereof, which Notice Trustee shall cause to be filed for record.  After the lapse of such time as may then be required by law following the recordation of said Notice of Breach and Election to Sell, and notice of sale having been given as then required by law, Trustee without demand on Trustor, shall sell the Property at the time and place fixed by it in said notice, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder, for cash in lawful money of the United States payable at the time of sale.  Trustee may, for any cause it deems expedient, postpone the sale of all or any portion of the Property until it shall be completed and, in every case, notice of postponement shall be given by public announcement thereof at the time and place last appointed for the sale and from time to time thereafter Trustee may postpone such sale by public announcement at the time fixed by the preceding postponement.  Trustee shall execute and deliver to the purchaser its Trustee’s Deed conveying the Property so sold but without any covenant or warranty, express or implied.  The recitals in the Trustee’s Deed of any matters or facts shall be conclusive proof of the truthfulness thereof.  Any person, including Beneficiary, may bid at the sale.  After deducting all costs, fees and expenses of the Trustee and of this Trust, including the cost of any evidence of title procured in connection with such sale, the Trustee shall apply the proceeds of sale in the manner provided in NRS 40.462.

Section 7.2.            Limitation on Duty of Beneficiary in Respect of Collateral.  Beyond the exercise of reasonable care in the custody thereof, Beneficiary shall not have any duty to exercise any rights or take any steps to preserve the rights of Trustor in the Collateral in Beneficiary’s possession or control or in the possession or control of any agent or bailee or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto, nor shall Beneficiary be liable to Trustor or any other Person for failure to meet any obligation

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imposed by Section 9-207 of the UCC or any successor provision.  Without limiting the foregoing, Beneficiary shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if the Collateral is accorded treatment substantially equal to that which Beneficiary accords its own property, and (i) shall not be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any agent or bailee selected by Beneficiary in good faith or (ii) shall not have any duty or responsibility for ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not Beneficiary has or is deemed to have knowledge of such matters.

Section 7.3.            Application of Proceeds.  Upon the occurrence of any Event of Default, the purchase money, proceeds and avails of any disposition of the Property, and or any part thereof, or any other sums collected by Beneficiary pursuant to this Security Instrument may be applied by Beneficiary to the payment of the Debt or other Obligations in such priority and proportions as Beneficiary in its discretion shall deem proper.

Section 7.4.            Right to Cure Defaults.  Upon the occurrence and during the continuance of any Event of Default, Beneficiary may, but without any obligation to do so and without notice to or demand on Trustor and without releasing Trustor from any obligation hereunder, make any payment or do any act required of Trustor hereunder in such manner and to such extent as Beneficiary may deem necessary to protect the security hereof.  Beneficiary is authorized to enter upon the Property for such purposes, or appear in, defend, or bring any action or proceeding to protect its interest in the Property or to foreclose this Security Instrument or collect the Debt, and the cost and expense thereof (including reasonable attorneys’ fees to the extent permitted by law), with interest as provided in this Section 7.4, shall constitute a portion of the Debt and shall be due and payable to Beneficiary upon demand.  All such costs and expenses incurred by Beneficiary in remedying such Event of Default or such failed payment or act or in appearing in, defending, or bringing any such action or proceeding shall bear interest at the Default Rate, for the period after such cost or expense was incurred to the date of payment to Beneficiary.  All such costs and expenses incurred by Beneficiary together with interest thereon calculated at the Default Rate shall be deemed to constitute a portion of the Debt and be secured by this Security Instrument and the other Loan Documents and shall be immediately due and payable upon demand by Beneficiary therefor.

Section 7.5.            Actions and Proceedings.  Beneficiary has the right to appear in and defend any action or proceeding brought with respect to the Property and to bring any action or proceeding, in the name and on behalf of Trustor, which Beneficiary, in its discretion, decides should be brought to protect its interest in the Property.

Section 7.6.            Other Rights, Etc.  (a)  The failure of Beneficiary to insist upon strict performance of any term hereof shall not be deemed to be a waiver of any term of this Security Instrument.  Trustor shall not be relieved of Trustor’s obligations hereunder by reason of (i) the failure of Beneficiary to comply with any request of Trustor, Borrower or any guarantor or indemnitor with respect to the Loan to take any action to foreclose this Security Instrument or otherwise enforce any of the provisions hereof or of the Note or the other Loan Documents, (ii) the release, regardless of consideration, of the whole or any part of the Property, or of any person liable for the Debt or any portion thereof, or (iii) any agreement or stipulation by Beneficiary

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extending the time of payment or otherwise modifying or supplementing the terms of the Note, this Security Instrument or the other Loan Documents.

(b)           It is agreed that the risk of loss or damage to the Property is on Trustor, and Beneficiary shall have no liability whatsoever for decline in value of the Property, for failure to maintain the Policies, or for failure to determine whether insurance in force is adequate as to the amount of risks insured.  Possession by Beneficiary shall not be deemed an election of judicial relief if any such possession is requested or obtained with respect to any Property or collateral not in Beneficiary’s possession.

(c)           Beneficiary may resort for the payment of the Debt to any other security held by Beneficiary in such order and manner as Beneficiary, in its discretion, may elect.  To the extent permitted by applicable law, Beneficiary may take action to recover the Debt, or any portion thereof, or to enforce any covenant hereof without prejudice to the right of Beneficiary thereafter to foreclose this Security Instrument.  The rights of Beneficiary under this Security Instrument shall be separate, distinct and cumulative and none shall be given effect to the exclusion of the others.  No act of Beneficiary shall be construed as an election to proceed under any one provision herein to the exclusion of any other provision.  Beneficiary shall not be limited exclusively to the rights and remedies herein stated but shall be entitled to every right and remedy now or hereafter afforded at law or in equity.

Section 7.7.            Right to Release Any Portion of the Property.  Beneficiary may release any portion of the Property for such consideration as Beneficiary may require without, as to the remainder of the Property, in any way impairing or affecting the lien or priority of this Security Instrument, or improving the position of any subordinate lienholder with respect thereto, except to the extent that the obligations hereunder shall have been reduced by the actual monetary consideration, if any, received by Beneficiary for such release, and may accept by assignment, pledge or otherwise any other property in place thereof as Beneficiary may require without being accountable for so doing to any other lienholder.  This Security Instrument shall continue as a lien and security interest in the remaining portion of the Property.

Section 7.8.            Violation of Laws.  If the Property is not in material compliance with any applicable Legal Requirements, Beneficiary may impose additional requirements upon Trustor in connection herewith including, without limitation, monetary reserves or financial equivalents.

Section 7.9.            Recourse and Choice of Remedies.  Notwithstanding any other provision of this Security Instrument or the Loan Agreement, including, without limitation, Section 9.4 of the Loan Agreement, Beneficiary and other Indemnified Parties (as hereinafter defined) are entitled to enforce the obligations of Trustor contained in Section 8.2 and Section 8.3 without first resorting to or exhausting any security or collateral and without first having recourse to the Note or any of the Property, through foreclosure or acceptance of a deed in lieu of foreclosure or otherwise, and in the event Beneficiary commences a foreclosure action against the Property, Beneficiary is entitled to pursue a deficiency judgment with respect to such obligations against Trustor with respect to the Loan.  The provisions of Section 8.2 and Section 8.3 are exceptions to any non-recourse or exculpation provisions in the Loan Agreement, the Note, this Security Instrument or the other Loan Documents, and Trustor with respect to the Loan is fully liable for the obligations pursuant to Section 8.2 and Section 8.3.  The liability of Trustor with respect to

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the Loan pursuant to Section 8.2 and Section 8.3 is not limited to the original principal amount of the Note.  Notwithstanding the foregoing, nothing herein shall inhibit or prevent Beneficiary from foreclosing or exercising any other rights and remedies pursuant to the Loan Agreement, the Note, this Security Instrument and the other Loan Documents, whether simultaneously with foreclosure proceedings or in any other sequence.  A separate action or actions may be brought and prosecuted against Trustor pursuant to Section 8.2 and Section 8.3 whether or not action is brought against any other Person or whether or not any other Person is joined in the action or actions.

Section 7.10.          Right of Entry.  Upon reasonable notice to Trustor, Beneficiary and its agents shall have the right to enter and inspect the Property at all reasonable times.

Section 7.11.          General Authority.  Trustor hereby irrevocably appoints Beneficiary and any officer or agent thereof as its true and lawful attorney-in-fact, with full power of substitution, in the name of Trustor, Beneficiary or otherwise, for the sole use and benefit of Beneficiary, but at Trustor’s expense, to the extent permitted by law, to exercise at any time and from time to time all or any of the following powers with respect to all or any of the Property, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable until the Obligations (excluding contingent indemnification obligations) are paid in full:

(a)           to exercise and perfect any and all rights and remedies available to Beneficiary at law or in equity, including without limitation, such rights and remedies available to Beneficiary pursuant to Section 5.1, Section 5.2 and, upon the occurrence of an Event of Default, this Article VII;

(b)           to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to carry out the terms of this Security Instrument;

(c)           to receive, take, endorse, assign and deliver any and all checks, notes, drafts, acceptances, documents and other negotiable and non-negotiable instruments taken or received by Trustor as, or in connection with, the Property;

(d)           upon the occurrence of an Event of Default, to commence, settle, compromise, compound, prosecute, defend or adjust any claim, suit, action or proceeding with respect to, or in connection with, the Property;

(e)           upon the occurrence of an Event of Default, to sell, transfer, assign or otherwise deal in or with the Property or the proceeds or avails thereof, as fully and effectually as if Beneficiary were the absolute owner thereof;

(f)            upon the occurrence of an Event of Default, to extend the time of payment of any or all of the Property and to make any allowance and other adjustments with respect thereto; and

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(g)           to do, at its option, but at the expense of Trustor, at any time or from time to time, all acts and things which Beneficiary reasonably deems necessary to protect or preserve the Property and to realize upon the Property.

Section 7.12.          Nevada Foreclosure.  This instrument may be foreclosed as to the Property in any manner permitted by the laws of the State of Nevada.  In addition to any other right, with or without a foreclosure, Beneficiary may institute a judicial action for the foreclosure or enforcement of the assignments, liens, and security interests hereof subject to the terms of the Loan Documents and applicable Nevada law.  If a nonjudicial foreclosure hereunder is commenced by Beneficiary, Beneficiary, at any time before the sale, may abandon the sale and judicially foreclose and/or enforce the assignments, liens and security interests hereof subject to the terms of the Loan Documents and applicable Nevada law.  If Beneficiary should institute a suit for judicial foreclosure or enforcement of the assignments, liens, and security interests hereof, it may, to the extent permitted by applicable law, at any time before the entry of a final judgment in said suit, dismiss the same, and sell the Property, or any part thereof, in accordance with the power of sale provisions of this Security Instrument.  To the extent applicable, with respect to fixtures, Beneficiary or Trustee may elect to treat same as either real property or personal property and proceed to exercise such rights and remedies applicable to the categorization so chosen.  Beneficiary may proceed against the items of real property and any items of Collateral separately or together in any order whatsoever, without in any way affecting or waiving Beneficiary’s rights and remedies under the UCC, this Security Instrument, the Notes and the other Loan Documents.  Trustor acknowledges and agrees that Beneficiary’s rights and remedies under this Security Instrument, the Notes, and the other Loan Documents shall be cumulative and shall be in addition to every other right and remedy now or hereafter existing at law, in equity, by statute or by agreement of the parties.

Section 7.13.          Limitation on Foreclosure.  Beneficiary and Trustee acknowledge and understand that (i) the prior approval of the gaming authorities of the State of Nevada may be required pursuant to applicable law for the exercise, operation and effectiveness of certain remedies hereunder or under any other Loan Document, or the taking of certain other actions that may be taken by Beneficiary or Trustee hereunder or under any other Loan Document, including without limitation the disposition of collateral consisting of Gaming Equipment and (ii) as a condition of such approval, the Beneficiary or Trustee may be subject to being called forward for licensing or a finding of suitability.

ARTICLE VIII.
INDEMNIFICATION

Section 8.1.            General Indemnification.  Trustor shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties (hereinafter defined) from and against any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature (including, but not limited, to reasonable attorneys’ fees and other costs of defense) (collectively, the “Losses”) imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or

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more of the following: (a) ownership of this Security Instrument, the Property or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Debt, the Note, the Loan Agreement, this Security Instrument, or any other Loan Documents; (c) any and all lawful action that may be taken by Beneficiary in connection with the enforcement of the provisions of this Security Instrument, whether or not suit is filed in connection with same, or in connection with Trustor, any guarantor or indemnitor and/or any partner, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to, or death of, persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Trustor to perform or be in compliance with any of the terms of this Security Instrument; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any person to file timely with the Internal Revenue Service an accurate Form 1099-B, Statement for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Security Instrument, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Security Instrument is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any Indemnified Party of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Beneficiary by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Leases; (l) the payment of any commission, charge or brokerage fee to anyone claiming through Trustor which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Trustor in this Security Instrument.  Any amounts payable to Beneficiary by reason of the application of this Section 8.1 shall become immediately due and payable and shall bear interest at the Default Rate from the date loss or damage is sustained by Beneficiary until paid.  For purposes of this Article 8, the term “Indemnified Parties” means Beneficiary and any Person who is or will have been involved in the origination of the Loan, any Person who is or will have been involved in the servicing of the Loan, any Person in whose name the encumbrance created by this Security Instrument is or will have been recorded, Persons who may hold or acquire or will have held a full or partial interest in the Loan (including, but not limited to, investors or prospective investors in the Securities, as well as custodians, trustees and other fiduciaries who hold or have held a full or partial interest in the Loan for the benefit of third parties) as well as the respective directors, officers, shareholders, partners, employees, agents, servants, representatives, contractors, subcontractors, affiliates, subsidiaries, participants, successors and assigns of any and all of the foregoing (including, but not limited to, any other Person who holds or acquires or will have held a participation or other full or partial interest in the Loan, whether during the term of the Loan or as a part of or following a foreclosure of the Loan and any successors by merger, consolidation or acquisition of all or a substantial portion of Beneficiary’s assets and business).

Section 8.2.            Mortgage and/or Intangible Tax.  Trustor shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any tax on the making

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and/or recording of this Security Instrument, the Note or any of the other Loan Documents, but excluding any income, franchise or other similar taxes.

Section 8.3.            ERISA Indemnification.  Trustor shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses (including, without limitation, reasonable attorneys’ fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in Beneficiary’s sole discretion) that Beneficiary may incur, directly or indirectly, as a result of a default under Section 4.1.9 or Section 5.2.9 of the Loan Agreement.

Section 8.4.            Duty to Defend; Attorneys’ Fees and Other Fees and Expenses.  Upon written request by any Indemnified Party, Trustor shall defend such Indemnified Party (if requested by any Indemnified Party, in the name of the Indemnified Party) by attorneys and other professionals approved by the Indemnified Parties.  Notwithstanding the foregoing, if the defendants in any such claim or proceeding include both Trustor and any Indemnified Party and Trustor and such Indemnified Party shall have reasonably concluded that there are any legal defenses available to it and/or other Indemnified Parties that are different from or additional to those available to Trustor, such Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Party, provided that no compromise or settlement shall be entered without Trustor’s consent, which consent shall not be unreasonably withheld.  Upon demand, Trustor shall pay or, in the sole and absolute discretion of the Indemnified Parties, reimburse, the Indemnified Parties for the payment of reasonable fees and disbursements of attorneys, engineers, environmental consultants, laboratories and other professionals in connection therewith.

ARTICLE IX.
WAIVERS

Section 9.1.            Waiver of Counterclaim.  To the extent permitted by applicable law, Trustor hereby waives the right to assert a counterclaim, other than a mandatory or compulsory counterclaim, in any action or proceeding brought against it by Beneficiary arising out of or in any way connected with this Security Instrument, the Loan Agreement, the Note, any of the other Loan Documents, or the Obligations.

Section 9.2.            Marshalling and Other Matters.  To the extent permitted by applicable law, Trustor hereby waives the benefit of all appraisement, valuation, stay, extension, reinstatement and redemption laws now or hereafter in force and all rights of marshalling in the event of any sale hereunder of the Property or any part thereof or any interest therein.  Further, Trustor hereby expressly waives any and all rights of redemption from sale under any order or decree of foreclosure of this Security Instrument on behalf of Trustor, and on behalf of each and every person acquiring any interest in or title to the Property subsequent to the date of this Security Instrument and on behalf of all persons to the extent permitted by applicable law.

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Section 9.3.            Waiver of Notice.  To the extent permitted by applicable law, Trustor shall not be entitled to any notices of any nature whatsoever from Beneficiary except with respect to matters for which this Security Instrument specifically and expressly provides for the giving of notice by Beneficiary to Trustor and except with respect to matters for which Beneficiary is required by applicable law to give notice, and Trustor hereby expressly waives the right to receive any notice from Beneficiary with respect to any matter for which this Security Instrument does not specifically and expressly provide for the giving of notice by Beneficiary to Trustor.

Section 9.4.            Waiver of Statute of Limitations.  To the extent permitted by applicable law, Trustor hereby expressly waives and releases to the fullest extent permitted by law, the pleading of any statute of limitations as a defense to payment of the Debt or performance of its Other Obligations.

Section 9.5.            Survival.  The indemnifications made pursuant to Section 8.1 and Section 8.3 shall continue indefinitely in full force and effect and shall survive and shall in no way be impaired by any of the following: any satisfaction or other termination of this Security Instrument, any assignment or other transfer of all or any portion of this Security Instrument or Beneficiary’s interest in the Property (but, in such case, shall benefit both Indemnified Parties and any assignee or transferee), any exercise of Beneficiary’s rights and remedies pursuant hereto including, but not limited to, foreclosure or acceptance of a deed in lieu of foreclosure, any exercise of any rights and remedies pursuant to the Loan Agreement, the Note or any of the other Loan Documents, any transfer of all or any portion of the Property (whether by Trustor or by Beneficiary following foreclosure or acceptance of a deed in lieu of foreclosure or at any other time), any amendment to this Security Instrument, the Loan Agreement, the Note or the other Loan Documents, and any act or omission that might otherwise be construed as a release or discharge of Trustor from the obligations pursuant hereto.

ARTICLE X.
EXCULPATION

The provisions of Section 9.4 of the Loan Agreement are hereby incorporated by reference into this Security Instrument to the same extent and with the same force as if fully set forth herein.

ARTICLE XI.
NOTICES

All notices, consents, approvals and requests required or permitted hereunder shall be given in writing and shall be effective for all purposes if hand delivered or sent by (a) certified or registered United States mail, postage prepaid, return receipt requested or (b) expedited prepaid delivery service, either commercial or United States Postal Service, with proof of attempted delivery, and by facsimile (with answer back acknowledged), addressed as follows (or at such other address and Person as shall be designated from time to time by any party hereto, as the case may be, in a notice to the other parties hereto in the manner provided for in this Article);

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If to Lender:	Column Financial, Inc.
	11 Madison Avenue
	New York, New York 10010
	Attention: Michael May
	Facsimile No.: (212) 352-8106
with a copy to:	Column Financial, Inc.
	One Madison Avenue
	New York, New York 10010
	Legal and Compliance Department
	Attention: Casey McCutcheon, Esq.
	Facsimile No.: (917) 326-8433
with a copy to:	Fried, Frank, Harris, Shriver & Jacobson LLP
	One New York Plaza
	New York, New York 10004
	Attention: Jonathan L. Mechanic, Esq.
	Facsimile No.: (212) 859-4000
If to Borrower:	c/o OpBiz, L.L.C.
	3667 Las Vegas Boulevard South
	Las Vegas, Nevada 89109
	Attention: Mark Helm, Esq.
	Facsimile No.: (702) 785-5936
with a copy to:	Greenberg Traurig LLP
	200 Park Avenue
	New York, New York 10166
	Attention: Joseph F. Kishel, Esq.
	Facsimile No.: (212) 801-9238

ARTICLE XII.
APPLICABLE LAW

Section 12.1.          Governing Law.  This Security Instrument shall be governed in accordance with the terms and provisions of Section 10.3 of the Loan Agreement.

Section 12.2.          Usury Laws.  Notwithstanding anything to the contrary (a) all agreements and communications between Trustor and Beneficiary are hereby and shall automatically be limited so that, after taking into account all amounts deemed interest, the interest contracted for, charged or received by Beneficiary shall never exceed the Maximum Legal Rate or amount, (b) in calculating whether any interest exceeds the Maximum Legal Rate, all such interest shall be amortized, prorated, allocated and spread over the full amount and term of all principal indebtedness of Borrower to Beneficiary, and (c) if through any contingency or event, Beneficiary receives or is deemed to receive interest in excess of the Maximum Legal Rate, any such excess shall be deemed to have been applied toward payment of the principal of any and all then outstanding indebtedness of Borrower to Beneficiary, or if there is no such indebtedness, shall immediately be returned to Borrower.

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Section 12.3.          Provisions Subject to Applicable Law.  All rights, powers and remedies provided in this Security Instrument may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of law and are intended to be limited to the extent necessary so that they will not render this Security Instrument invalid, unenforceable or not entitled to be recorded, registered or filed under the provisions of any applicable law.  If any term of this Security Instrument or any application thereof shall be invalid or unenforceable, the remainder of this Security Instrument and any other application of the term shall not be affected thereby.

ARTICLE XIII.
DEFINITIONS

All capitalized terms not defined herein shall have the respective meanings set forth in the Loan Agreement or in Exhibit B attached hereto and made a part hereof.  Unless the context clearly indicates a contrary intent or unless otherwise specifically provided herein, words used in this Security Instrument may be used interchangeably in singular or plural form and the word “Trustor” shall mean “each Trustor and any subsequent owner or owners of the Property or any part thereof or any interest therein”, the word “Beneficiary” shall mean “Beneficiary and any subsequent holder of the Note,” the word “Note” shall mean “the Note and any other evidence of indebtedness secured by this Security Instrument,” the word “Property” or “Collateral” shall include any portion of the Property or the Collateral and any interest therein, and the phrases “attorneys’ fees”, “legal fees” and “counsel fees” shall include any and all attorneys’, paralegal and law clerk fees and disbursements, including, but not limited to, fees and disbursements at the pre-trial, trial and appellate levels incurred or paid by Beneficiary in protecting its interest in the Property, the Leases and the Rents and enforcing its rights hereunder.  Terms used herein that are defined in Articles 8 and 9 of the Uniform Commercial Code and not otherwise defined herein or by reference herein have the meaning assigned to such terms therein.

ARTICLE XIV.
MISCELLANEOUS PROVISIONS

Section 14.1.          No Oral Change.  This Security Instrument, and any provisions hereof, may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of Trustor or Beneficiary, but only by an agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought.

Section 14.2.          Successors and Assigns.  This Security Instrument shall be binding upon and inure to the benefit of Trustor and Beneficiary and their respective successors and assigns forever.

Section 14.3.          Inapplicable Provisions.  If any term, covenant or condition of this Security Instrument is held to be invalid, illegal or unenforceable in any respect, this Security Instrument shall be construed without such provision.

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Section 14.4.          Headings, etc.  The headings and captions of various Articles and Sections of this Security Instrument are for convenience of reference only and are not to be construed as defining or limiting, in any way, the scope or intent of the provisions hereof.

Section 14.5.          Number and Gender.  Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa.

Section 14.6.          Subrogation.  If any or all of the proceeds of the Note have been used to extinguish, extend or renew any indebtedness heretofore existing against the Property, then, to the extent of the funds so used, Beneficiary shall be subrogated to all of the rights, claims, liens, titles, and interests existing against the Property heretofore held by, or in favor of, the holder of such indebtedness and such former rights, claims, liens, titles, and interests, if any, are not waived but rather are continued in full force and effect in favor of Beneficiary and are merged with the lien and security interest created herein as cumulative security for the repayment of the Debt, the performance and discharge of Trustor’s obligations hereunder, under the Loan Agreement, the Note and the other Loan Documents and the performance and discharge of the Other Obligations.

Section 14.7.          Entire Agreement.  This Security Instrument and the specific cross-references herein to the Loan Agreement constitute the entire understanding and agreement between Trustor and Beneficiary with respect to the transactions arising in connection with the Debt and supersede all prior written or oral understandings and agreements between Trustor and Beneficiary with respect thereto.  Trustor hereby acknowledges that, except as incorporated in writing in the Note, the Loan Agreement, this Security Instrument and the other Loan Documents, there are not, and were not, and no Persons are or were authorized by Beneficiary to make, any representations, understandings, stipulations, agreements or promises, oral or written, with respect to the transaction which is the subject of the Note, the Loan Agreement, this Security Instrument and the other Loan Documents.

Section 14.8.          Limitation on Beneficiary’s Responsibility.  No provision of this Security Instrument shall operate to place any obligation or liability for the control, care, management or repair of the Property upon Beneficiary, nor shall it operate to make Beneficiary responsible or liable for any waste committed on the Property by tenants or any other Person, or for any dangerous or defective condition of the Property, or for any negligence in the management, upkeep, repair or control of the Property resulting in loss or injury or death to any tenant, licensee, employee or stranger or any other Person.  Nothing herein contained shall be construed as constituting Beneficiary a “mortgagee in possession.”

Section 14.9.          Appointment of Collateral Agent.  At any time or times, in order to comply with any Legal Requirement, Beneficiary may appoint another Person that is an Affiliate of Beneficiary to act as collateral agent on behalf of Beneficiary with such power and authority as may be necessary for the effectual operation of the provisions hereof and may be specified in the instrument of appointment (which may, in the discretion of Beneficiary, include provisions for the protection of such collateral agent).  Notwithstanding any such appointment but only to the extent not inconsistent with such legal requirements or, in the reasonable judgment of Beneficiary, not unduly burdensome to it or any such collateral agent, Trustor shall, so long as

26

no Default or Event of Default shall have occurred and be continuing, be entitled to deal solely and directly with Beneficiary rather than any such collateral agent in connection with Beneficiary’s rights and obligations under this Security Instrument.

Section 14.10.        Counterparts; Effectiveness.  This Security Instrument may be executed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  This Security Instrument shall become effective with respect to Trustor when Beneficiary shall receive counterparts hereof executed by itself and Trustor.

Section 14.11.        Joint and Several Liability.  If Trustor consists of more than one Person, the obligations and liabilities of each such Person shall be joint and several.

Section 14.12.        Intentionally Omitted.

Section 14.13.        Other Collateral.  This Security Instrument is one of a number of security agreements to secure the Obligations of Borrower pursuant to the Loan Agreement and the other Loan Documents.  All potential junior Lien claimants are placed on notice that, under the Loan Agreement and each other Loan Document granting a security interest to Beneficiary or otherwise (such as by separate future unrecorded agreement between Trustor and Beneficiary), other collateral for the Obligations secured hereunder (i.e., collateral other than the Property) may, under certain circumstances, be released without a corresponding reduction in the total principal amount secured by this Security Instrument.  Such a release would decrease the amount of collateral securing the same indebtedness, thereby increasing the burden on the remaining Property created and continued by this Security Instrument.  No such release shall impair the priority of the lien of this Security Instrument.  By accepting its interest in the Property, each and every junior Lien claimant shall be deemed to have acknowledged the possibility of, and consented to, any such release. Nothing in this paragraph shall impose any obligation upon Beneficiary.

Section 14.14.        Waiver of Appraisement, Valuation, Stay, Extension and Redemption Laws.  Trustor agrees to the full extent permitted by law that if an Event of Default occurs, neither Trustor nor anyone claiming through or under it shall or will set up, claim or seek to take advantage of any appraisement, valuation, stay, extension or redemption laws now or hereafter in force, in order to prevent or hinder the enforcement or foreclosure of this Security Instrument or the absolute sale of the Property or any portion thereof or the final and absolute putting into possession thereof, immediately after such sale, of the purchasers thereof, and Trustor for itself and all who may at any time claim through or under it, hereby waives, to the full extent that it may lawfully so do, the benefit of all such laws, and any and all right to have the assets comprising the Property marshaled upon any foreclosure of the lien hereof and agrees that Trustee or any court having jurisdiction to foreclose such lien may sell the Property in part or as an entirety.

Section 14.15.        Suits to Protect the Mortgaged Property.  Subject to applicable provisions of the Loan Agreement, Beneficiary shall have the power and authority to institute and maintain any suits and proceedings as Beneficiary, in its sole and absolute discretion, may deem advisable (a) to prevent any impairment of the Property by any acts which may be unlawful or in violation

27

of this Security Instrument, (b) to preserve or protect its interest in the Mortgaged Property, or (c) to restrain the enforcement of or compliance with any legislation or other Legal Requirement that may be unconstitutional or otherwise invalid, if the enforcement of or compliance with such enactment, rule or order might impair the security hereunder or be prejudicial to Beneficiary’s interest.

Section 14.16.        Waiver of Trial by Jury.  EACH OF BENEFICIARY AND TRUSTOR HEREBY WAIVES TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING BROUGHT IN CONNECTION WITH THIS DEED OF TRUST, WHICH WAIVER IS INFORMED AND VOLUNTARY.

Section 14.17.        Substitution of Trustee.  Beneficiary, to the extent not prohibited by law, shall have the irrevocable power, to be exercised at any time or times hereafter and with or without cause, to substitute a trustee or trustees in place of Trustee, by an instrument in writing duly executed, acknowledged and recorded in the Clark County Recorder’s Office, and when such instrument is so recorded, all of the powers of Trustee thus superseded shall terminate and all of the right, title and interest of Trustee hereunder shall be vested in the trustee or trustees named as its successor, and such successor trustee or trustees shall have the same powers, rights and duties which the trustee so superseded had under this Security Instrument.  The exercise of this right to appoint a successor trustee, no matter how often exercised, shall not be deemed an exhaustion of said right.  Irrespective of whether Trustee consists of one or more entities, Beneficiary may name one or more entities as successor trustee or trustees as Beneficiary may determine.

ARTICLE XV.
STATE-SPECIFIC PROVISIONS

Section 15.1.          Principles of Construction.  In the event of any inconsistencies between the terms and conditions of this Article 15 and the terms and conditions of this Security Instrument, the terms and conditions of this Article 15 shall control and be binding.

Section 15.2.          Waivers.  (a)  Trustor waives all rights of subrogation, reimbursement, indemnification, and contribution and any other rights and defenses that are or may become available to such Trustor by reason of Nevada law, including, to the extent permitted by law, (i) the benefit of all laws now existing or that may hereafter be enacted providing for any appraisement before sale of any portion of the Property; (ii) all rights of redemption, valuation, appraisement, stay of execution, notice of election to mature or declare due the whole of the secured indebtedness, and marshaling in the event of foreclosure of the liens hereby created; (iii) all rights and remedies that Trustor may have or be able to assert by reason of the laws of the State of Nevada pertaining to the rights and remedies of sureties; (iv) the right to assert any statute of limitations as a bar to the enforcement of the lien of this Security Instrument or to any action brought to enforce the Notes or any other Obligation secured by this Security Instrument; (v) Trustor’s right to notice of termination of the operation of instrument under NRS § 106.380; and (vi) any rights, legal or equitable, to require marshaling of assets or to require upon foreclosure sales in a particular order, including, without limitation, any rights under NRS §§ 100.040 and 100.050.  Beneficiary shall have the right to determine the order in which any or all of the Mortgaged Property shall be subjected to the remedies provided herein.  Beneficiary shall

28

have the right to determine the order in which any or all portions of the indebtedness secured hereby are satisfied from the proceeds realized upon the exercise of the remedies provided herein.  Nothing contained herein shall be deemed to be a waiver of Trustor’s rights under NRS § 40.462.

(b)           Trustor waives all rights and defenses affecting enforcement of this Security Instrument that Trustor may have because the Obligations are secured by real property.  This is an unconditional and irrevocable waiver of any rights and defenses affecting enforcement of this Security Instrument that Trustor may have because the Loan is secured by real property.  These rights and defenses include, but are not limited to, any rights and defenses based upon Nevada law.

(c)           Trustor hereby expressly waives diligence, demand, presentment, protest and notice of every kind and nature whatsoever (unless as otherwise required under this Security Instrument) and waives any right to require Beneficiary to enforce any remedy against any guarantor, endorser or other person whatsoever prior to the exercise of its rights and remedies hereunder or otherwise.  To the extent permitted by applicable law, Trustor waives any right to require Beneficiary to (i) proceed or exhaust any collateral security given or held by Beneficiary in connection with the Obligations, (ii) give notice of the terms, time and place of any public or private sale of any real or personal property security for the Obligations or other guaranty of the Obligations; or (iii) pursue any other remedy in Beneficiary’s power whatsoever.

(d)           Until all of the Obligations shall have been paid in full, Trustor (i) shall not have any right of subrogation to any of the rights of Beneficiary against any guarantor, maker or endorser; (ii) waives any right to enforce any remedy which Beneficiary or Trustor now has or may hereafter have against any other guarantor, maker or endorser; (iii) waives any benefit of, and any other right to participate in, any collateral security for the Obligations or any guaranty of the obligations now or hereafter held by Beneficiary.

(e)           Trustor expressly waives all suretyship defenses that Trustor may have under Nevada law and the laws of any other state.

Section 15.3.          Incorporated Statutory Provisions.  To the extent not inconsistent with the other provisions of this Security Instrument or the other Loan Documents, the following covenants, Nos. 1, 2 (full replacement value), 3, 4 (default rate under Note), 5, 6, 7 (a reasonable percentage), 8 and 9 of Nevada Revised Statues § 107.030 are hereby adopted and made a part of this Security Instrument.

Section 15.4.          Gaming Matters.  Beneficiary acknowledges that to the extent the exercise of its rights, remedies and powers hereunder are subject to Gaming Laws, Beneficiary shall obtain consents or approvals as required by such Gaming Laws.

Section 15.5.          Security Agreement.  THIS SECURITY INSTRUMENT CONSTITUTES A SECURITY AGREEMENT AS THAT TERM IS DEFINED IN THE NEVADA UNIFORM COMMERCIAL CODE, PORTION OF THE COLLATERAL ARE GOODS THAT ARE OR ARE TO BECOME FIXTURES ON THE LAND DESCRIBED IN EXHIBIT A ATTACHED HERETO.  THIS INSTRUMENT IS INTENDED TO SERVE AS A FIXTURE FILING AND

29

IS TO BE RECORDED IN THE REAL ESTATE RECORDS OF CLARK COUNTY, NEVADA AND INDEXED AS BOTH A DEED OF TRUST AND A FIXTURE FILING.  TRUSTOR IS THE OWNER OF A RECORD INTEREST IN THE LAND DESCRIBED IN EXHIBIT A ATTACHED HERETO.  TRUSTOR IS THE DEBTOR AND BENEFICIARY IS THE SECURED PARTY.

Section 15.6.          Future Advances.  This Security Instrument is governed by Nevada Revised Statutes Sections (“NRS”) 106.300 to 106.400 and secures future advances as provided in such sections.  The maximum amount of “principal” (as defined in NRS Section 106.345) secured hereby (including disbursements that the Lender may, but shall not be obligated to, make under this Security Instrument, the Loan Documents or any other document with respect thereto) shall not exceed) ($820,000,000) Dollars.  This Security Instrument shall be valid and have priority to the extent of the maximum amount secured hereby over all subsequent liens and encumbrances, including statutory liens, excepting solely taxes and assessments levied on the Property given priority by law.

Section 15.7.          Additional Event of Default.  An Event of Default shall occur if Trustee or any other “borrower” (as that term is defined in NRS 106.310, as amended or recodified from time to time) who may send a notice pursuant to NRS 106.380(1), as amended or recodified from time to time, with respect to this Security Instrument, (i) delivers, sends by mail or otherwise gives, or purports to deliver, send by mail or otherwise give to Beneficiary:  (A) any notice of an election to terminate the operation of this Security Instrument as security for any Obligation, including, without limitation, any obligation to repay any “future advance” (as defined in NRS 106.320, as amended or recodified from time to time), of “principal” (as defined in NRS 106,345, as amended or recodified from time to time), or (B) any other notice pursuant to NRS 106.380(3), as amended or recodified from time to time, or (ii) records a statement pursuant to NRS 106.380(3), as amended or recodified from time to time, or (iii) (causes this Security Instrument, any Obligation, or Beneficiary to be subject to NRS 106.380(2), 106.380(3) or 106.400, as amended or recodified from time to time.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

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IN WITNESS WHEREOF, this Security Instrument has been executed by Trustor Trustee, and Beneficiary as of the day and year first above written.

TRUSTOR:	TSP OWNER LLC, a Delaware limited liability company
	By:
		Name:
		Title:
TRUSTEE:	FIRST AMERICAN TITLE INSURANCE
	COMPANY, a New York corporation
	By:
BENEFICIARY:		Name:
		Title:
	COLUMN FINANCIAL, INC.,
	a Delaware corporation
	By:
		Name:
		Title:

NEVADA NOTARY BLOCKS

STATE OF	)
	) ss.
County of	)

This instrument was acknowledged before me on                             , 200      , by                           , as                                     of                                                        , a[n]                                                 limited liability company, on behalf of such company.

(SEAL)
	Notary Public
My commission will expire:

NEVADA NOTARY BLOCKS

STATE OF	)
	) ss.
County of	)

This instrument was acknowledged before me on                                     , 200        , by                                 , as                                    of                                     , a[n]                                             limited liability company, on behalf of such company.

(SEAL)
	Notary Public
My commission will expire:

EXHIBIT A

Legal Description

(see attached)

A-I

Timeshare Portion:

Real property in the City of, County of CLARK, State of NEVADA, described as follows:

Parcel I:

Parcel NC

A portion of Lot 1 as shown in that certain Final Map entitled “Aladdin Commercial Subdivision” recorded in Book 96, Page 33 of Plats on file at the Clark County, Nevada Recorder’s Office and lying within a portion of the Northwest Quarter (NW1/4) of Section 21, Township 21 South, Range 61 East, M.D.M., Clark County, Nevada, more particularly described as follows:

Commencing at the Southwest corner of the Northwest Quarter (NW 1/4) of said section 21 being on the centerline of Harmon Avenue; Thence along the South line of the Northwest Quarter (NW ¼) of Section 21 and the Centerline of Harmon Avenue, North 89°31’10” East, 904.20 feet; Thence departing said South line and street centerline, North 00°28’50” West, 93.28 feet to the Northerly right-of-way of said Harmon Avenue, to a point hereafter referred to as Point ‘A’ and being the Point of Beginning; Thence dparting said Northerly right-of-way, North 00°36’40” West, 142.49 feet to the beginning of a curve , concave Southeasterly and having a radius of 130.00 feet; Thence Northeasterly along said curve to the right, through a central angle of 90°00’00”, an arc length of 204.20 feet to a point of tangency; Thence North 89°23’20” East, 511.60 feet to the Westerly right-of-way of Audrie Lane; Thence along said Westerly right-of-way, South 00°36’40” East, 282.16 feet to the beginning of a curve, concave Northwesterly and having a radius of 30.00 feet; Thence Southwesterly along said curve to the right, through a central angle of 90°07’50”, an arc length of 47.19 feet to the Northerly right-of-way of said Harmon Avenue; Thence along said Northerly right-of-way , the following seven (7) courses: (1) South 89°31’10” West, 72.93 feet to the beginning of a curve concave Northerly and having a radius of 25.00 feet; Thence (2) Westerly along said curve to the right through a central angle of 09°27’42”, an arc length of 4.13 feet; Thence (3) North 81°01’08” West, 68.86 feet to the beginning of a curve concave Southerly and having a radius of 25.00 feet; Thence (4) Westerly along said curve, through a central angle of 09°27’42”, an arc length of 4.13 feet; Thence (5) South 89°31’10” West, 396.66 feet to the beginning of a curve concave Northeasterly and having a radius of 30.00 feet; Thence (6) Northwesterly along said curve to the right, through a central angle of 93°33”45”, an arc length of 48.99 feet to a point of non-tangency, a radial line to said point bears North 86°55’05” West; Thence (7) South 80°41’11” West, 36.38 feet to the Point of Beginning.

Parcel NC has an upper elevation of infinity.

Excepting therefrom the following described area:

Parcel NB 11 as shown in File 111, Page 83 of Surveys on file at the Clark County, Nevada Recorders Office described as follows:

Commencing at the aforementioned Point “A”; Thence North 00°36’40” West, 132.97 feet to the Point of Beginning; Thence North 00°36’40” West, 9.51 feet to the beginning of a curve concave Southeasterly and having a radius of 130.00 feet; Thence Northeasterly along said curve to the right through a central angle of 90°00’00”, an arc length of 204.20 feet; Thence North 89°23’20” East, 105.35 feet; Thence South 44°22’41” West, 101.35 feet; Thence South 89°21’45” West, 101.25 feet; Thence South 00°25’39” East, 67.78 feet; Thence South 89°22’54” West, 62.23 feet to the Point of Beginning.

Further Excepting therefrom the following described area:

Parcel NB 11 has a lower plane elevation of 2144.29 feet and an upper plane elevation of 2173.00 feet.

Parcel NB 7 as shown in File 111, Page 82 of Surveys on file at the Clark County, Nevada Recorder’s Office described as follows;

Beginning at the aforementioned Point “A”; Thence North 00°36’40” West, 132.97 feet; Thence North 89°22’54” East, 62.23 feet; Thence South 00°25’39” East, 159.12 feet to the Northerly right-of-way of said Harmon Avenue and being a point on a non-tangent curve, concave Northeasterly and having a radius of 30.00 feet, from which a radius bears North 07°23’15” East; Thence Northwesterly along said right-of-way and curve, through a central angle of 85°41’41”, an arc length of 44.87 feet to a point of non-tangency, a radial line to said point bears North 86°55’05” West; Thence along a non-tangent line, South 80°41’11” West, 36.38 feet to the Point of Beginning.

Parcel NB 7 has a lower plane elevation of 2117.29 feet and an upper elevation of infinity.

Parcel II:

A non-exclusive easement for pedestrian and vehicular ingress and egress, for passage and parking of vehicles, utilities, maintenance and otherwise, for pedestrian passage access and passage and to use the exit stairways and walkways as set forth in that certain construction, operation and reciprocal easement agreement recorded March 2, 1998 in Book 980302 as Instrument No. 00003 and re-recorded March 24, 1998 in Book 980324 as Instrument No. 01111 and re-recorded May 29, 1998 in Book 980529 as Instrument No. 02358 and re-recorded October 22, 1998 in Book 981022 as Instrument No. 00509 and amended by that certain document recorded November 20, 2000 in Book 20001120 as Instrument No. 00858 of Official Records, Clark County, Nevada, and amended by that certain document recorded March 31, 2003 in Book 20030331 of Official Records, Clark County, Nevada, as Instrument No. 04875.

Parcel III:

A non-exclusive right to use that certain multi-level parking structure and surface-level parking facilities as set forth in that certain memorandum of parking area use agreement recorded March 2, 1998 in Book 980302 as Instrument No. 00005 and re-recorded May 29, 1998 in Book 980529 as Instrument No. 02360 of Official Records, Clark County Nevada.

EXHIBIT B

Definitions

“Commercial Tort Claims” shall have the meaning ascribed thereto in the Uniform Commercial Code.

“Contracts” shall mean, collectively, all agreements entered into by any Pledgor or by any other Person on behalf of Trustor or assumed by Trustor, relating to the ownership, operation or maintenance of the Premises or any other Property, all rights, privileges and powers under Operating Agreements (which shall include, without limitation, the rights of the Trustor under any and all extensions, modifications, amendments and renewals of such leases, contracts and agreements and all rights of Trustor to receive moneys due or to become due thereunder or pursuant thereto and to amend, modify, terminate or exercise rights under such leases, contracts and agreements, but, subject to the applicable provisions of the other Loan Documents, excluding any rights under (but not excluding Proceeds of) any such lease, contract or agreement that by the terms thereof, or under applicable law, cannot be assigned or a security interest granted therein in the manner contemplated by this Agreement unless consent from the relevant party or parties has been obtained and under the terms of which lease, contract or agreement any such assignment or grant of a security interest therein in the absence of such consent would, or could, result in a breach thereof, but only to the extent that (y) such rights are subject to such contractual or legal restriction and (z) such restriction is not, or could not be, rendered ineffective pursuant to the Uniform Commercial Code or any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity.

“Copyrights” shall mean, collectively, all of each Trustor’s copyrights, copyright registrations and applications for copyright registration under the laws of the United States or any other country or jurisdiction, including all recordings, supplemental registrations and derivative or collective work registrations, and all renewals and extensions thereof, in each case whether published or unpublished, now owned or existing or created or hereafter acquired or arising.

“Copyright Collateral” shall mean, collectively, all Copyrights and Copyright Licenses to which any Pledgor is or hereafter becomes a party and all other General Intangibles embodying, incorporating, evidencing or otherwise relating or pertaining to any Copyright or Copyright License, in each case whether now owned or existing or hereafter acquired or arising.

“Copyright License” shall mean any agreement now or hereafter in effect granting any right to any third party under any Copyright now or hereafter owned by Trustor or which Trustor otherwise has the right to license, or granting any right to Trustor under any property of the type described in the definition of Copyright herein now or hereafter owned by any third party, and all rights of Trustor under any such agreement, but, subject to the applicable provisions of the other Loan Documents, excluding any rights under (but not excluding Proceeds of) any such agreement that by the terms thereof, or under applicable law, cannot be assigned or a security

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interest granted therein in the manner contemplated by this Agreement, unless consent from the relevant party or parties has been obtained and under the terms of which agreement any such assignment or grant of a security interest therein in the absence of such consent would, or could, result in a breach thereof, but only to the extent that (y) such rights are subject to such contractual or legal restriction and (z) such restriction is not, or could not be, rendered ineffective pursuant to the Uniform Commercial Code or any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity.

“Domain Name” shall mean the combination of words and abbreviations that represents a uniquely identifiable internet protocol address of a World Wide Web internet location.

“Gaming Authority” means any of the Nevada Gaming Commission, the Nevada State Gaming Control Board, the Clark County Liquor and Gaming Licensing Board, the City of Las Vegas and any other gaming regulatory body or any agency which has, or may at any time after the Closing Date have, jurisdiction over the gaming activities of the Premises or any successor to such authority.

“Gaming Equipment” means the gaming equipment and gaming devices which are regulated gaming devices under any Gaming Laws (including but not limited to slot machines, gaming tables, cards, dice, cashless wagering systems and tangible associated equipment (as defined in NRS 463.0136) and other applicable law) together with all improvements and/or additions thereto.

“Gaming Laws” means the provisions of the Nevada Gaming Control Act, as amended from time to time, all regulations of the Nevada Gaming Commission promulgated thereunder, as amended from time to time, the provisions of the Clark County Code, as amended from time to time, and all other laws, statutes, rules, rulings, orders, ordinances, regulations and other Legal Requirements of any Gaming Authority.

“General Intangibles” shall have the meaning ascribed thereto in the Uniform Commercial Code, including, without limitation, all Contracts, all Copyright Collateral, all Patent Collateral, all Trademark Collateral, all Domain Name registrations, all trade secrets, all Intercompany Obligations, all rights under or evidenced by choses in action or causes of action, all judgments, tax refund claims, claims against carriers and shippers, claims under liens and insurance policies, all rights under security agreements, guarantees, indemnities and other instruments and contracts securing or otherwise relating to any of the foregoing, and all other intangible personal property of every kind and nature, and all accessions, additions, improvements, modifications and upgrades to, replacements of and substitutions for the foregoing, in each case whether now owned or existing or hereafter acquired or arising, but excluding Accounts and excluding leases, contracts and agreements (including, without limitation, Licenses) to the extent excluded from Contracts under the definition of such term herein.  For the purposes of this Agreement, General Intangibles shall include Commercial Tort Claims and shall include all contractual or other rights of the Borrower to receive Marketing Fees in whatever form that such Marketing Fees or rights to receive such Marketing Fees arise (including all Accounts, General Intangibles, Investment Property, Letter of Credit Rights and all other rights of payment of any kind in respect of such Marketing Fees) (the “Development Commissions”).

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“Instruments” shall have the meaning ascribed thereto in the Uniform Commercial Code, whether now owned or existing or hereafter acquired, including those evidencing, representing, securing, arising from or otherwise relating to any Accounts, Intercompany Obligations or other Collateral.

“Intercompany Obligations” shall mean, collectively, all indebtedness, obligations and other amounts at any time owing to Trustor from any of Trustor’s subsidiaries or affiliates and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness, obligations or other amounts.

“License” shall mean any Copyright License, Patent License or Trademark License.

“Patents” shall mean, collectively, all of Trustor’s letters patent, whether under the laws of the United States or any other country or jurisdiction, all recordings and registrations thereof and applications therefor, including, without limitation, the inventions described therein, all reissues, continuations, divisions, renewals, extensions, continuations-in-part thereof, in each case whether now owned or existing or hereafter acquired or arising.

“Patent Collateral” shall mean, collectively, all Patents and all Patent Licenses to which any Trustor is or hereafter becomes a party and all other General Intangibles embodying, incorporating, evidencing or otherwise relating or pertaining to any Patent or Patent License, in each case whether now owned or existing or hereafter acquired or arising.

“Patent License” shall mean any agreement, whether written or oral, now or hereafter in effect granting to any third party any right to make, use or sell any invention on which a Patent, now or hereafter owned by Trustor or which Trustor otherwise has the right to license, is in existence, or granting to Trustor any right to make, use, sell, offer to sell or import any invention on which property of the type described in the definition of Patent herein, now or hereafter owned by any third party, is in existence, and all rights of Trustor under any such agreement, but, subject to the applicable provisions of the other Loan Documents, excluding any rights under (but not excluding Proceeds of) any such agreement that by the terms thereof, or under applicable law, cannot be assigned or a security interest granted therein in the manner contemplated by this Agreement, unless consent from the relevant party or parties has been obtained and under the terms of which agreement any such assignment or grant of a security interest therein in the absence of such consent would, or could, result in a breach thereof, but only to the extent that (y) such rights are subject to such contractual or legal restriction and (z) such restriction is not, or could not be, rendered ineffective pursuant to the Uniform Commercial Code or any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity.

“Trademarks” shall mean, collectively, all of Trustor’s trademarks, service marks, trade names, corporate and company names, business names, fictitious business names, logos, trade dress, trade styles, other source or business identifiers, designs and general intangibles of a similar nature, whether under the laws of the United States or any other country or jurisdiction, all recordings and registrations thereof and applications therefor (but excluding any application to register any trademark, service mark or other mark prior to the filing under applicable law of a

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verified statement of use (or the equivalent) for such trademark, service mark or other mark if the creation of a Lien thereon or security interest therein would void or invalidate such trademark, service mark or other mark), all renewals and extensions thereof, all rights corresponding thereto, and all goodwill associated therewith or symbolized thereby, in each case whether now owned or existing or hereafter acquired or arising.

“Trademark Collateral” shall mean, collectively, all Trademarks and Trademark Licenses to which Trustor is or hereafter becomes a party and all other General Intangibles embodying, incorporating, evidencing or otherwise relating or pertaining to any Trademark or Trademark License, in each case whether now owned or existing or hereafter acquired or arising.

“Trademark License” shall mean any agreement, whether written or oral, now or hereafter in effect granting any right to any third party under any Trademark now or hereafter owned by Trustor or which Trustor otherwise has the right to license, or granting any right to Trustor under any property of the type described in the definition of Trademark herein now or hereafter owned by any third party, and all rights of Trustor under any such agreement (including, without limitation, the license to use the Trademarks set forth in the License Agreement), but, subject to the applicable provisions of the other Loan Documents, excluding any rights under (but not excluding Proceeds of) any such agreement that by the terms thereof, or under applicable law, cannot be assigned or a security interest granted therein in the manner contemplated by this Agreement, unless consent from the relevant party or parties has been obtained and under the terms of which agreement any such assignment or grant of a security interest therein in the absence of such consent would, or could, result in a breach thereof, but only to the extent that (y) such rights are subject to such contractual or legal restriction and (z) such restriction is not, or could not be, rendered ineffective pursuant to the Uniform Commercial Code or any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity.

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EX-10.34

Exhibit 10.34

PROMISSORY NOTE

$820,000,000                                                                                                                                                    ;  New York, New York

November 30, 2006

FOR VALUE RECEIVED, PH FEE OWNER LLC, a Delaware limited liability company (“Fee Owner”), and OPBIZ, L.L.C., a Nevada limited liability company (“OpBiz” and, together with Fee Owner, collectively, “Borrower”), each having its principal place of business at 3667 Las Vegas Boulevard South, Las Vegas, Nevada 89109, hereby jointly and severally as maker unconditionally promise to pay to the order of COLUMN FINANCIAL, INC., a Delaware corporation (together with its successors and assigns, “Lender”), as lender, having an address at 11 Madison Avenue, New York, New York 10010, or at such other place as the holder hereof may from time to time designate in writing, the principal sum of EIGHT HUNDRED TWENTY MILLION DOLLARS ($820,000,000) or so much thereof as is advanced, in lawful money of the United States of America, with interest thereon to be computed from the date of this Note at the Applicable Interest Rate, and to be paid in accordance with the terms of this Note and that certain Loan Agreement, dated the date hereof (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “Loan Agreement”), between Borrower and Lender.  All capitalized terms not defined herein shall have the respective meanings set forth in the Loan Agreement.

ARTICLE 1.
PAYMENT TERMS

Borrower agrees to pay the principal sum of this Note and interest on the unpaid principal sum of this Note from time to time outstanding at the rates and at the times specified in Article 2 of the Loan Agreement.  The outstanding balance of the principal sum of this Note, all accrued and unpaid interest thereon and all other sums due to Lender under the Loan Documents shall be due and payable on the Maturity Date.

ARTICLE 2.
DEFAULT AND ACCELERATION

The Debt shall without notice become immediately due and payable at the option of Lender if any payment required in this Note is not paid on or prior to the date when due or if not paid on the Maturity Date or on the happening of any other Event of Default.

ARTICLE 3.
LOAN DOCUMENTS

This Note is secured by the Security Instrument and the other Loan Documents.  All of the terms, covenants and conditions contained in the Loan Agreement, the Security Instrument and the other Loan Documents are hereby made part of this Note to the same extent and with the same force as if they were fully set forth herein.  In the event of a conflict or inconsistency between the terms of this Note and the Loan Agreement, the terms and provisions of the Loan Agreement shall govern.

ARTICLE 4.
SAVINGS CLAUSE

Notwithstanding anything to the contrary: (a) all agreements and communications between Borrower and Lender are hereby and shall automatically be limited so that, after taking into account all amounts deemed interest, the interest contracted for, charged or received by Lender shall never exceed the Maximum Legal Rate; (b) in calculating whether any interest exceeds the Maximum Legal Rate, all such interest shall be amortized, prorated, allocated and spread over the full amount and term of all principal indebtedness of Borrower to Lender; and (c) if through any contingency or event Lender receives or is deemed to receive interest in excess of the Maximum Legal Rate, any such excess shall be deemed to have been applied toward payment of the principal of any and all then outstanding indebtedness of Borrower to Lender.

ARTICLE 5.
NO ORAL CHANGE

This Note may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of Borrower or Lender, but only by an agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought.

ARTICLE 6.
WAIVERS

Borrower and all other Persons who may become liable for the payment of all or any part of the Debt do hereby severally waive presentment and demand for payment, notice of dishonor, notice of intention to accelerate, notice of acceleration, protest and notice of protest and non-payment and all other notices of any kind.  No release of any security for the Debt or extension of time for payment of this Note or any installment hereof, and no alteration, amendment or waiver of any provision of this Note, the Loan Agreement or the other Loan Documents made by agreement between Lender or any other Person shall release, modify, amend, waive, extend, change, discharge, terminate or affect the liability of Borrower or any other Person who may become liable for the payment of all or any part of the Debt under this Note, the Loan Agreement or the other Loan Documents.  No notice to or demand on Borrower shall be deemed to be a waiver of the obligation of Borrower or of the right of Lender to take further action without further notice or demand as provided for in this Note, the Loan Agreement or the other Loan Documents.  If Borrower is a partnership, the agreements herein contained shall remain in force and be applicable, notwithstanding any changes in the partners comprising the partnership, and the term “Borrower” as used herein shall include any alternate or successor partnership, but any predecessor partnership and its partners shall not thereby be released from any liability.  If any Borrower is a limited liability company, the agreements herein contained shall remain in force and be applicable, notwithstanding any changes in the members comprising the limited liability company, and the term “Borrower” as used herein shall include any alternate or successor limited liability company, but any predecessor limited liability company and its members shall not thereby be released from any liability.  If Borrower is a corporation, the agreements contained herein shall remain in full force and be applicable notwithstanding any changes in the shareholders comprising, or the officers and directors relating to, the corporation, and the term

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“Borrower” as used herein shall include any alternative or successor corporation, but any predecessor corporation shall not thereby be released from any liability.  Nothing contained in this Article 6 shall be construed as a consent to, or a waiver of, any prohibition or restriction on transfers of interests in such partnership, limited liability company or corporation, as applicable, which may be set forth in the Loan Agreement or any other Loan Document.

ARTICLE 7.
TRANSFER OF NOTE

Upon the transfer of this Note, Borrower hereby waiving notice of any such transfer, Lender may deliver all the collateral mortgaged, granted, pledged or assigned pursuant to the Loan Documents, or any part thereof, to the transferee who shall thereupon become vested with all the rights herein or under applicable law given to Lender with respect thereto, and Lender shall thereafter forever be relieved and fully discharged from any liability or responsibility in the matter; but Lender shall retain all rights hereby given to it with respect to any liabilities and the collateral not so transferred.

ARTICLE 8.
EXCULPATION

The provisions of Section 9.4 of the Loan Agreement are hereby incorporated by reference into this Note to the same extent and with the same force as if fully set forth herein.

ARTICLE 9.
GOVERNING LAW

The provisions of Section 10.3 of the Loan Agreement are hereby incorporated by reference into this Note to the same extent and with the same force as if fully set forth herein.

ARTICLE 10.
NOTICES

All notices or other written communications hereunder shall be delivered in accordance with Section 10.6 of the Loan Agreement.

ARTICLE 11.
JOINT AND SEVERAL LIABILITY

If Borrower consists of more than one Person, the obligations and liabilities of each such Person shall be joint and several.

[NO FURTHER TEXT ON THIS PAGE]

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IN WITNESS WHEREOF, Borrower has duly executed this Note as of the day and year first above written.

PH FEE OWNER LLC, a Delaware limited liability company
By:
	Name:
	Title:
OPBIZ, L.L.C., a Nevada limited liability company
By:
	Name:
	Title:

EX-10.35

Exhibit 10.35

Assessor’s Parcel No.: 162-21-210-003;
162-21-210-004;
162-21-210-005

PREPARED BY AND UPON
RECORDATION RETURN TO:
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004

MAIL TAX STATEMENTS TO:
PH Fee Owner LLC
3667 Las Vegas Blvd. South
Las Vegas, Nevada  89109
Attention: Controller

PH FEE OWNER LLC

and

OPBIZ, L.L.C.

collectively, as Borrower

to

COLUMN FINANCIAL, INC.,
as Lender

ASSIGNMENT OF LEASES AND RENTS

Dated:	As of November 30, 2006
Location:	Las Vegas, Nevada
County:	Clark

THIS ASSIGNMENT OF LEASES AND RENTS (this “Assignment”), dated as of November 30, 2006, made by PH FEE OWNER LLC, a Delaware limited liability company (“Fee Owner”), and OPBIZ, L.L.C., a Nevada limited liability company (“OpBiz” and, together with Fee Owner, individually or collectively as the context indicates “Borrower”), each having its principal place of business c/o OpBiz, L.L.C., 3667 Las Vegas Boulevard South, Las Vegas, Nevada 89109 collectively as assignor, for the benefit of COLUMN FINANCIAL, INC., a Delaware corporation, having an address at 11 Madison Avenue, New York, New York 10010, as assignee (“Lender”).

W I T N E S S E T H:

WHEREAS, this Assignment is given in connection with a loan in the principal sum of up to Eight Hundred Twenty Million and No/100 Dollars ($820,000,000) (the “Loan”) made by Lender to Borrower pursuant to that certain Loan Agreement, dated as of the date hereof (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “Loan Agreement”; capitalized terms not otherwise defined herein shall have the respective meanings specified in the Loan Agreement) and evidenced by that certain Promissory Note, dated the date hereof, given by Borrower to Lender (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “Note”);

WHEREAS, payment of the Debt and the performance of all of Borrower’s obligations under the Note, the Loan Agreement and the other Loan Documents are secured by, inter alia, that certain Deed of Trust, Security Agreement, Assignment of Leases and Rents, Financing Statement and Finance Filing, dated as of the date hereof, made by Borrower to First American Title Insurance Company, a New York corporation, as trustee, for the benefit of Lender, as beneficiary (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Security Instrument”);

WHEREAS, Borrower desires to further secure the payment of the Debt and the performance of all of its obligations under the Note, the Loan Agreement and the other Loan Documents; and

WHEREAS, this Assignment is given pursuant to the Loan Agreement, and payment, fulfillment, and performance by Borrower of its obligations thereunder and under the other Loan Documents is secured hereby, and each and every term and provision of the Loan Agreement and the Note, including the rights, remedies, obligations, covenants, conditions, agreements, indemnities, representations and warranties therein, are hereby incorporated by reference herein as though set forth in full and shall be considered a part of this Assignment.

NOW THEREFORE, in consideration of the making of the Loan by Lender and the covenants, agreements, representations and warranties set forth in this Assignment:

ARTICLE 1.
ASSIGNMENT

Section 1.1.            Property Assigned.  Borrower hereby absolutely and unconditionally assigns and grants to Lender the following property, rights, interests and estates, now owned, or hereafter acquired by Borrower:

(a)           Leases.  All leases, subleases or subsubleases, lettings, licenses, concessions or other agreements made a part hereof (whether written or oral and whether now or hereafter in effect) pursuant to which any Person is granted a possessory interest in, or a right to use or occupy, all or any portion of any space in that certain lot or piece of land, more particularly described in Exhibit A annexed hereto and made a part hereof, including, without limitation, (i) that certain Lease Agreement dated as of the date hereof, between Fee Owner, as lessor, and OpBiz, as lessee for the Hotel Component (as defined in the Loan Agreement) and (ii) that certain Lease Agreement, dated as of the date hereof, between Fee Owner, as lessor, and OpBiz, as lessee for the Casino Component (as defined in the Loan Agreement), together with the buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter located thereon or therein (collectively, the “Property”) and every modification, amendment or other agreement relating to such leases, subleases, subsubleases, or other agreements entered into in connection with such leases, subleases, subsubleases, or other agreements and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto, and the right, title and interest of Borrower, its successors and assigns, therein and thereunder.

(b)           Other Leases and Agreements.  All other leases and other agreements, whether or not in writing, affecting the use, enjoyment or occupancy of the Property or any portion thereof now or hereafter made, whether made before or after the filing by or against Borrower of any petition for relief under 11 U.S.C. §101 et seq., as the same may be amended from time to time (the “Bankruptcy Code”), together with any extension, renewal or replacement of the same.  This Assignment of other present and future leases and present and future agreements is effective without further or supplemental assignment.  The “leases” described in Section 1.1(a) and the leases and other agreements described in this Section 1.1(b) are collectively referred to as the “Leases”.

(c)           Rents.  All rents, rent equivalents, income, receivables, revenues, receipts, insurance proceeds, deposits and profits arising from the Leases and renewals thereof together with all rents, rent equivalents, income, fees, receivables, accounts, profits (including, but not limited to, all oil and gas or other mineral royalties and bonuses), charges for services rendered and any and all payment and consideration of whatever form or nature received by Borrower or its agents or employees from any and all sources relating to the use, enjoyment and occupancy of the Property whether paid or accruing before or after the filing by or against Borrower of any petition for relief under the Bankruptcy Code (collectively, the “Rents”).

(d)           Bankruptcy Claims.  All of Borrower’s claims and rights (the “Bankruptcy Claims”) to the payment of damages arising from any rejection by a lessee of any Lease under the Bankruptcy Code.

(e)           Lease Guaranties.  All of Borrower’s right, title and interest in and claims under any and all lease guaranties, letters of credit and any other credit support (individually, a “Lease Guaranty”, collectively, the “Lease Guaranties”) given by any guarantor or other Person in connection with any of the Leases or leasing commissions (individually, a “Lease Guarantor”, collectively, the “Lease Guarantors”) to Borrower.

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(f)            Proceeds.  All proceeds from the sale or other disposition of the Leases, the Rents, the Lease Guaranties and the Bankruptcy Claims.

(g)           Other.  All rights, powers, privileges, options and other benefits of Borrower as lessor under the Leases and beneficiary under the Lease Guaranties, including without limitation the immediate and continuing right to make claim for, receive and collect all Rents payable or receivable under the Leases and all sums payable under the Lease Guaranties or pursuant thereto (and to apply the same to the payment of the Debt), and to do all other things which Borrower or any lessor is or may become entitled to do under the Leases or the Lease Guaranties.

(h)           Entry.  The right, at Lender’s option, upon revocation of the license granted herein, to enter upon the Property in person, by agent or by court-appointed receiver, to collect the Rents.

(i)            Power of Attorney.  Borrower’s irrevocable power of attorney, coupled with an interest, to take any and all of the actions set forth in Section 3.1 of this Assignment and any or all other actions designated by Lender for the proper management and preservation of the Property.

(j)            Other Rights and Agreements.  Any and all other rights of Borrower in and to the items set forth in Sections 1.1(a) through (i) above, and all amendments, modifications, replacements, renewals and substitutions thereof.

ARTICLE 2.
TERMS OF ASSIGNMENT

Section 2.1.            Present Assignment And License Back.  It is intended by Borrower that this Assignment constitute a present, absolute assignment of the Leases, Rents, Lease Guaranties and Bankruptcy Claims, and not an assignment for additional security only.  Nevertheless, subject to the terms of this Section 2.1 and the Security Instrument, Lender grants to Borrower a revocable license prior to an Event of Default (as defined in the Loan Agreement) to collect, receive, use and enjoy the Rents and other sums due under the Leases and Lease Guaranties and Borrower shall hold such Rents and all sums received pursuant to any Lease Guaranty, or a portion thereof sufficient to discharge all current sums due on the Debt, in trust for the benefit of Lender for use in the payment of such sums.

Section 2.2.            Notice To Lessees.  Borrower hereby authorizes and directs the lessees named in the Leases or any other future lessees or occupants of the Property and all Lease Guarantors to pay over to Lender or to such other party as Lender directs all Rents and all sums due under any Lease Guaranties upon receipt from Lender of written notice to the effect that Lender is then the holder of this Assignment and that an Event of Default (as defined in the Loan Agreement) exists, and to continue so to do until otherwise notified by Lender.

Section 2.3.            Incorporation By Reference.  All representations, warranties, covenants, conditions and agreements contained in the Loan Agreement and the other Loan Documents as same may be modified, renewed, substituted or extended are hereby made a part of this Assignment to the same extent and with the same force as if fully set forth herein.

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ARTICLE 3.
REMEDIES

Section 3.1.            Remedies of Lender.  Upon the occurrence of an Event of Default, the license granted to Borrower in Section 2.1 of this Assignment shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents and sums due under any Lease Guaranties, whether or not Lender enters upon or takes control of the Property.  In addition, Lender may, at its option, without waiving such Event of Default, without regard to the adequacy of the security for the Debt, either in person or by agent, nominee or attorney, with or without bringing any action or proceeding, or by a receiver appointed by a court, dispossess Borrower and its agents and servants from the Property, without liability for trespass, damages or otherwise and exclude Borrower and its agents or servants wholly therefrom, and take possession of the Property and all books, records and accounts relating thereto and have, hold, manage, lease and operate the Property on such terms and for such period of time as Lender may deem proper and either with or without taking possession of the Property in its own name, demand, sue for or otherwise collect and receive all Rents and sums due under all Lease Guaranties, including those past due and unpaid with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as Lender may deem proper and may apply the Rents and sums received pursuant to any Lease Guaranties to the payment of the following in such order and proportion as Lender in its sole discretion may determine, any law, custom or use to the contrary notwithstanding:  (a) all expenses of managing and securing the Property, including, without being limited thereto, the salaries, fees and wages of a managing agent and such other employees or agents as Lender may deem necessary or desirable and all expenses of operating and maintaining the Property, including, without being limited thereto, all taxes, charges, claims, assessments, water charges, sewer rents and any other liens, and premiums for all insurance which Lender may deem necessary or desirable, and the cost of all alterations, renovations, repairs or replacements, and all expenses incident to taking and retaining possession of the Property; and (b) the Debt, together with all costs and reasonable attorneys’ fees.  In addition, upon the occurrence of an Event of Default, Lender, at its option, may (i) complete any construction on the Property in such manner and form as Lender deems advisable, (ii) exercise all rights and powers of Borrower, including, without limitation, the right to negotiate, execute, cancel, enforce or modify any Leases, obtain and evict tenants, and demand, sue for, collect and receive all Rents from the Property and all sums due under any Lease Guaranties, (iii) require Borrower to pay monthly in advance to Lender, or any receiver appointed to collect the Rents, the fair and reasonable rental value for the use and occupancy of such part of the Property as may be in possession of Borrower or (iv) require Borrower to vacate and surrender possession of the Property to Lender or to such receiver and, in default thereof, Borrower may be evicted by summary proceedings or otherwise.

Section 3.2.            Other Remedies.  Nothing contained in this Assignment and no act done or omitted by Lender pursuant to the power and rights granted to Lender hereunder shall be deemed to be a waiver by Lender of its rights and remedies under the Loan Agreement, the Note, or the other Loan Documents and this Assignment is made and accepted without prejudice to any of the rights and remedies possessed by Lender under the terms thereof.  The right of Lender to collect the Debt and to enforce any other security therefor held by it may be exercised by Lender either prior to, simultaneously with, or subsequent to any action taken by it hereunder.  Borrower hereby absolutely, unconditionally and irrevocably waives any and all rights to assert any setoff,

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counterclaim or crossclaim of any nature whatsoever with respect to the obligations of Borrower under this Assignment, the Loan Agreement, the Note, the other Loan Documents or otherwise with respect to the Loan in any action or proceeding brought by Lender to collect same, or any portion thereof, or to enforce and realize upon the lien and security interest created by this Assignment, the Loan Agreement, the Note, or any of the other Loan Documents (provided, however, that the foregoing shall not be deemed a waiver of Borrower’s right to assert any compulsory counterclaim if such counterclaim is compelled under local law or rule of procedure, nor shall the foregoing be deemed a waiver of Borrower’s right to assert any claim which would constitute a defense, setoff, counterclaim or crossclaim of any nature whatsoever against Lender in any separate action or proceeding).

Section 3.3.            Other Security.  Lender may take or release other security for the payment of the Debt, may release any party primarily or secondarily liable therefor and may apply any other security held by it to the reduction or satisfaction of the Debt without prejudice to any of its rights under this Assignment.

Section 3.4.            Non-Waiver.  The exercise by Lender of the option granted to Lender in Section 3.1 of this Assignment and the collection of the Rents and sums due under the Lease Guaranties and the application thereof as herein provided shall not be considered a waiver of any default by Borrower under the Note, the Loan Agreement, the Leases, this Assignment or the other Loan Documents.  The failure of Lender to insist upon strict performance of any term hereof shall not be deemed to be a waiver of any term of this Assignment.  Borrower shall not be relieved of Borrower’s obligations hereunder by reason of (a) the failure of Lender to comply with any request of Borrower or any other party to take any action to enforce any of the provisions hereof or of the Loan Agreement, the Note or the other Loan Documents, (b) the release regardless of consideration, of the whole or any part of the Property, or (c) any agreement or stipulation by Lender extending the time of payment or otherwise modifying or supplementing the terms of this Assignment, the Loan Agreement, the Note, or the other Loan Documents.  Lender may resort for the payment of the Debt to any other security held by Lender in such order and manner as Lender, in its discretion, may elect.  Lender may take any action to recover the Debt, or any portion thereof, or to enforce any covenant hereof without prejudice to the right of Lender thereafter to enforce its rights under this Assignment.  The rights of Lender under this Assignment shall be separate, distinct and cumulative and none shall be given effect to the exclusion of the others.  No act of Lender shall be construed as an election to proceed under any one provision herein to the exclusion of any other provision.

Section 3.5.            Bankruptcy.  (a)  Upon the occurrence of an Event of Default, Lender shall have the right to proceed in its own name or in the name of Borrower in respect of any claim, suit, action or proceeding relating to the rejection of any Lease, including, without limitation, the right to file and prosecute, to the exclusion of Borrower, any proofs of claim, complaints, motions, applications, notices and other documents, in any case in respect of the lessee under such Lease under the Bankruptcy Code.

(b)           If there shall be filed by or against Borrower a petition under the Bankruptcy Code, and Borrower, as lessor under any Lease, shall determine to reject such Lease pursuant to Section 365(a) of the Bankruptcy Code, then Borrower shall give Lender not less than ten (10) days’ prior notice of the date on which Borrower shall apply to the bankruptcy

5

court for authority to reject the Lease.  Lender shall have the right, but not the obligation, to serve upon Borrower within such ten-day period a notice stating that (i) Lender demands that Borrower assume and assign the Lease to Lender pursuant to Section 365 of the Bankruptcy Code and (ii) Lender covenants to cure or provide adequate assurance of future performance under the Lease.  If Lender serves upon Borrower the notice described in the preceding sentence, Borrower shall not seek to reject the Lease and shall comply with the demand provided for in clause (i) of the preceding sentence within thirty (30) days after the notice shall have been given, subject to the performance by Lender of the covenant provided for in clause (ii) of the preceding sentence.

ARTICLE 4.
NO LIABILITY, FURTHER ASSURANCES

Section 4.1.            No Liability of Lender.  This Assignment shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any Lease or Lease Guaranty or otherwise impose any obligation upon Lender.  Lender shall not be liable for any loss sustained by Borrower resulting from Lender’s failure to let the Property after an Event of Default or from any other act or omission of Lender in managing the Property after an Event of Default unless such loss is caused by gross negligence, the willful misconduct or bad faith of Lender.  Lender shall not be obligated to perform or discharge any obligation, duty or liability under the Leases or any Lease Guaranties or under or by reason of this Assignment and Borrower shall, and hereby agrees to, indemnify Lender for, and to hold Lender harmless from, any and all liability, loss or damage which may or might be incurred under the Leases, any Lease Guaranties or under or by reason of this Assignment and from any and all claims and demands whatsoever, including the defense of any such claims or demands which may be asserted against Lender by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leases or any Lease Guaranties.  Should Lender incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys’ fees, shall be secured by this Assignment and the other Loan Documents and Borrower shall reimburse Lender therefor immediately upon demand and upon the failure of Borrower so to do Lender may, at its option, to the extent permitted by applicable law, declare all sums secured by this Assignment and the other Loan Documents immediately due and payable.  This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Property upon Lender, nor for the carrying out of any of the terms and conditions of the Leases or any Lease Guaranties; nor shall it operate to make Lender responsible or liable for any waste committed on the Property by the tenants or any other parties, or for any dangerous or defective condition of the Property including, without limitation, the presence of any Hazardous Substances (as defined in the Environmental Indemnity), or for any negligence in the management, upkeep, repair or control of the Property resulting in loss or injury or death to any tenant, licensee, employee or stranger.

Section 4.2.            No Mortgagee in Possession.  Nothing herein contained shall be construed as constituting Lender a “mortgagee in possession” in the absence of the taking of actual possession of the Property by Lender.  In the exercise of the powers herein granted Lender, no liability shall be asserted or enforced against Lender, all such liability being expressly waived and released by Borrower.

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Section 4.3.            Further Assurances.  Borrower will, at the cost of Borrower, and without expense to Lender, do, execute, acknowledge and deliver all further acts, conveyances, assignments, notices of assignments, transfers and assurances as Lender shall, from time to time, require for the better assuring, conveying, assigning, transferring and confirming unto Lender the property and rights hereby assigned or intended now or hereafter so to be, or which Borrower may be or may hereafter become bound to convey or assign to Lender, or for carrying out the intention or facilitating the performance of the terms of this Assignment or for filing, registering or recording this Assignment and, on demand, will execute and deliver and hereby authorizes Lender to execute in the name of Borrower to the extent Lender may lawfully do so, one or more financing statements, chattel mortgages or comparable security instruments, to evidence more effectively the lien and security interest hereof in and upon the Leases.

ARTICLE 5.
MISCELLANEOUS PROVISIONS

Section 5.1.            No Oral Change.  This Assignment and any provisions hereof may not be modified, amended, waived, extended, changed, discharged or terminated orally, or by any act or failure to act on the part of Borrower or Lender, but only by an agreement in writing signed by the party against whom the enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought.

Section 5.2.            Defined Terms.  All capitalized terms not defined herein shall have the respective meanings set forth in the Loan Agreement.

Section 5.3.            General Definitions.  Unless the context clearly indicates a contrary intent or unless otherwise specifically provided herein, words used in this Assignment may be used interchangeably in singular or plural form and the word “Borrower” shall mean “each Borrower and any subsequent owner or owners of the Property or any part thereof or interest therein,” the word “Lender” shall mean “Lender and any subsequent holder of the Note, the word “Note” shall mean “the Note and any other evidence of indebtedness secured by the Loan Agreement, the word “Property” shall include any portion of the Property and any interest therein, the phrases “attorneys’ fees”, “legal fees” and “counsel fees” shall include any and all attorney’s, paralegal and law clerk fees and disbursements, including, but not limited to, fees and disbursements at the pre-trial, trial and appellate levels incurred or paid by Lender in protecting its interest in the Property, the Leases and the Rents and enforcing its rights hereunder; whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa.  Terms used herein that are defined in Article 8 and Article 9 of the UCC and not otherwise defined herein or by reference herein have the meaning assigned to such terms therein.

Section 5.4.            Inapplicable Provisions.  If any term, covenant or condition of this Assignment is held to be invalid, illegal or unenforceable in any respect, this Assignment shall be construed without such provision.

Section 5.5.            Governing Law.  This Assignment shall be governed in accordance with the terms and provisions of Section 10.3 of the Loan Agreement.

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Section 5.6.            Termination of Assignment.  Upon indefeasible repayment in full of the Debt, this Assignment shall be deemed automatically terminated and of no further force or effect.

Section 5.7.            Notices.  All notices or other written communications hereunder shall be delivered in accordance with Section 10.6 of the Loan Agreement.

Section 5.8.            Waiver of Trial by Jury.  BORROWER HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS ASSIGNMENT, THE NOTE, OR THE OTHER LOAN DOCUMENTS OR ANY ACTS OR OMISSIONS OF LENDER, ITS OFFICERS, EMPLOYEES, DIRECTORS OR AGENTS IN CONNECTION THEREWITH.

Section 5.9.            Exculpation.  The provisions of Section 9.4 of the Loan Agreement are hereby incorporated by reference into this Assignment to the same extent and with the same force as if fully set forth herein.

Section 5.10.          Successors and Assigns.  This Assignment shall be binding upon and inure to the benefit of Borrower and Lender and their respective successors and assigns forever.

Section 5.11.          Headings, Etc.  The headings and captions of various paragraphs of this Assignment are for convenience of reference only and are not to be construed as defining or limiting, in any way, the scope or intent of the provisions hereof.

Section 5.12.          Joint and Several Liability. If Borrower consists of more than one Person, the obligations and liabilities of each such Person shall be joint and several.

[NO FURTHER TEXT ON THIS PAGE]

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IN WITNESS WHEREOF, Borrower has executed this Assignment as of the day and year first above written.

BORROWER:	PH FEE OWNER LLC, a Delaware limited liability company
	By:
		Name:
		Title:
	OPBIZ, L.L.C., a Nevada limited liability company
	By:
		Name:
		Title:

STATE OF	)
	) ss.
County of	)

This instrument was acknowledged before me on                  , 200   , by                           , as                       of                        , a[n]                       limited liability company, on behalf of such company.

(SEAL)

	Notary Public
My commission will expire:

STATE OF	)
	) ss.
County of	)

This instrument was acknowledged before me on                  , 200   , by                           , as                       of                        , a[n]                       limited liability company, on behalf of such company.

(SEAL)

	Notary Public
My commission will expire:

EXHIBIT A

Legal Description of Property

PARCEL ONE (1):

EXPLANATION:

THIS LEGAL DESCRIBES PARCEL NE AS SHOWN IN FILE 111, PAGE 85 OF SURVEYS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE.

LEGAL DESCRIPTION

PARCEL NE

A PORTION OF LOT 1 AS SHOWN IN THAT CERTAIN FINAL MAP ENTITLED “THE ALADDIN COMMERCIAL SUBDIVISION: AS RECORDED IN BOOK 96, PAGE 33 OF PLATS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE AND LYING WITHIN THE NORTHWEST QUARTER (NW ¼) OF SECTION 21, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER (NW ¼) OF SAID SECTION 21, THENCE NORTH 01°28’29” WEST, ALONG THE WEST LINE OF THE NORTHWEST QUARTER (NW ¼) OF SAID SECTION 21, A DISTANCE OF 1175.72 FEET TO A POINT ON THE WESTERLY PROLONGATION OF THE NORTH LINE OF SAID LOT 1, THENCE ALONG SAID WESTERLY PROLONGATION, NORTH 89°23’20” EAST, 107.55 FEET TO A POINT ON THE EASTERLY RIGHT-OF-WAY OF LAS VEGAS BOULEVARD SOUTH; THENCE CONTINUING ALONG THE NORTH LINE OF SAID LOT 1, NORTH 89°23’20” EAST, 1203.33 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING NORTH 89°23’20” EAST, 252.84 FEET TO THE WESTERLY RIGHT-OF-WAY OF AUDRIE LANE; THENCE ALONG SAID WESTERLY RIGHT-OF-WAY, SOUTH 00°36’40” EAST, 141.47 FEET; THENCE DEPARTING SAID WESTERLY RIGHT-OF-WAY, SOUTH 89°23’20” WEST, 252.84 FEET; THENCE NORTH 00°36’40” WEST, 141.47 FEET TO THE POINT OF BEGINNING.

PARCEL TWO (2):

EXPLANATION:

THIS LEGAL DESCRIBES PARCEL ND AS SHOWN IN FILE 111, PAGE 86 OF SURVEYS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE.

LEGAL DESCRIPTION

PARCEL ND

A PORTION OF LOT 1 AS SHOWN IN THAT CERTAIN FINAL MAP ENTITLED “THE ALADDIN COMMERCIAL SUBDIVISION” AS RECORDED IN BOOK 96 PAGE 33 OF PLATS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE AND LYING WITHIN THE NORTHWEST QUARTER (NW ¼) OF SECTION 21, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA MORE PARTICULARLY

DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER (NW ¼) OF SAID SECTION 21, THENCE NORTH 01°28’29” WEST, ALONG THE WEST LINE OF THE NORTHWEST QUARTER (NW ¼) OF SAID SECTION 21, A DISTANCE OF 1175.72 FEET TO A POINT ON THE WESTERLY PROLONGATION OF THE NORTH LINE OF SAID LOT 1; THENCE ALONG SAID WESTERLY PROLONGATION, NORTH 89°23’20” EAST, 107.55 FEET TO A POINT ON THE EASTERLY RIGHT-OF-WAY OF LAS VEGAS BOULEVARD SOUTH, THENCE CONTINUING ALONG THE NORTH LINE OF SAID LOT 1, NORTH 89°23’20” EAST, 995.09 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING NORTH 89°23’20” EAST, 208.25. FEET; THENCE SOUTH 00°36’40” EAST 130.25 FEET; THENCE SOUTH 89°27’06” WEST, 206.64 FEET; THENCE NORTH 00°24’51” WEST, 74.89 FEET; THENCE SOUTH 89°26’04” WEST 1.87 FEET; THENCE NORTH 00°36’40” WEST, 55.14 FEET TO THE POINT OF BEGINNING.

PARCEL THREE (3):

EXPLANATION:

THIS LEGAL DESCRIBES PARCEL NA18 AS SHOWN IN FILE 111, PAGE 96 OF SURVEYS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE.

LEGAL DESCRIPTION:

PARCEL NA18:

A PORTION OF LOT 1 AS SHOWN IN THAT CERTAIN FINAL MAP ENTITLED “THE ALADDIN COMMERCIAL SUBDIVISION” AS RECORDED IN BOOK 96, PAGE 33 OF PLATS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE AND LYING WITHIN THE NORTHWEST QUARTER (NW 1/4) OF SECTION 21, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 21 BEING A POINT ON THE CENTERLINE OF HARMON AVENUE; THENCE NORTH 89°31’10” EAST, 315.36 FEET ALONG THE SOUTH LINE OF SAID NORTHWEST QUARTER (NW 1/4) AND THE CENTERLINE OF SAID HARMON AVENUE; THENCE DEPARTING SAID SOUTH LINE AND STREET CENTERLINE, NORTH 00°36’27” WEST, 64.70 FEET TO THE NORTHERLY RIGHT-OF-WAY OF SAID HARMON AVENUE; THENCE DEPARTING SAID NORTHERLY RIGHT-OF-WAY AND CONTINUING NORTH 00°36’27” WEST, 155.30 FEET; THENCE NORTH 89°31’10” EAST, 365.00 FEET; THENCE NORTH 00°36’27” WEST, 150.00 FEET; THENCE SOUTH 89°31’10” WEST, 392.23 FEET; THENCE NORTH 00°28’50” WEST, 177.37 FEET TO THE POINT OF BEGINNING; THENCE NORTH 00°58’05” WEST, 13.50 FEET; THENCE NORTH 89°26’34” EAST, 13.10 FEET; THENCE SOUTH 00°19’14” WEST, 2.01 FEET; THENCE NORTH 88°58’21” EAST, 2.57 FEET; THENCE SOUTH 00°44’18” EAST, 10.88 FEET; THENCE SOUTH 87°09’13” WEST, 15.58 FEET TO THE POINT OF BEGINNING.

PARCEL NA18 HAS A LOWER PLANE ELEVATION OF 2134.29 FEET AND AN UPPER PLANE ELEVATION OF 2144.29 FEET.

PARCEL FOUR (4):

EXPLANATION

3

THIS LEGAL DESCRIBES PARCEL NA17 AS SHOWN IN FILE 111, PAGE 97 OF SURVEYS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE.

LEGAL DESCRIPTION:

PARCEL NA17

A PORTION OF LOT 1 AS SHOWN IN THAT CERTAIN FINAL MAP ENTITLED “THE ALADDIN COMMERCIAL SUBDIVISION” AS RECORDED IN BOOK 96, PAGE 33 OF PLATS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE AND LYING WITHIN THE NORTHWEST QUARTER (NW 1/4) OF SECTION 21, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 21 BEING A POINT ON THE CENTERLINE OF HARMON AVENUE; THENCE ALONG THE SOUTH LINE OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 21 AND THE CENTERLINE OF SAID HARMON AVENUE, NORTH 89°31’10” EAST, 315.36 FEET; THENCE DEPARTING SAID SOUTH LINE AND STREET CENTERLINE, NORTH 00°36’27” WEST, 64.70 FEET TO THE NORTHERLY RIGHT-OF-WAY OF SAID HARMON AVENUE; THENCE DEPARTING SAID NORTHERLY RIGHT-OF-WAY AND CONTINUING NORTH 00°36’27” WEST, 155.30 FEET; THENCE NORTH 89°31’10” EAST, 365.00 FEET; THENCE NORTH 00°36’27” WEST, 150.00 FEET; THENCE SOUTH 89°31’10” WEST, 590.00 FEET TO THE EAST RIGHT-OF-WAY OF LAS VEGAS BOULEVARD SOUTH; THENCE ALONG SAID EAST RIGHT-OF-WAY, NORTH 00°36’27” WEST, 190.49 FEET; THENCE DEPARTING SAID EAST RIGHT-OF-WAY, NORTH 89°23’33” EAST, 125.51 FEET TO THE POINT OF BEGINNING; THENCE NORTH 89°26’17” EAST, 28.49 FEET; THENCE SOUTH 00°22’17” EAST, 17.42 FEET; THENCE SOUTH 88°42’49” WEST, 7.89 FEET; THENCE NORTH 00°41’59” WEST, 10.28 FEET; THENCE SOUTH 88°57’02” WEST, 20.52 FEET; THENCE NORTH 00°33’51” WEST, 7.41 FEET TO THE POINT OF BEGINNING.

PARCEL NA17 HAS A LOWER PLANE ELEVATION OF 2134.29 FEET AND AN UPPER PLANE ELEVATION OF 2144.29 FEET.

PARCEL FIVE (5):

EXPLANATION:

THIS LEGAL DESCRIBES PARCEL NA7 AS SHOWN IN FILE 111, PAGE 98 OF SURVEYS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE.

LEGAL DESCRIPTION:

PARCEL NA7

A PORTION OF LOT 1 AS SHOWN IN THAT CERTAIN FINAL MAP ENTITLED “THE ALADDIN COMMERCIAL SUBDIVISION” AS RECORDED IN BOOK 96, PAGE 33 OF PLATS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE AND LYING WITHIN A PORTION OF THE NORTHWEST QUARTER (NW 1/4) OF SECTION 21, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

4

COMMENCING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 21 BEING A POINT ON THE CENTERLINE OF HARMON AVENUE; THENCE NORTH 89°31’10” EAST ALONG THE SOUTH LINE OF THE NORTHWEST CORNER OF SAID SECTION 21 AND THE CENTERLINE OF SAID HARMON AVENUE, 315.36 FEET; THENCE DEPARTING SAID SOUTH LINE AND STREET CENTERLINE, NORTH 00°36’27” WEST, 64.70 FEET TO THE NORTHERLY RIGHT-OF-WAY OF SAID HARMON AVENUE; THENCE DEPARTING SAID NORTHERLY RIGHT-OF-WAY AND CONTINUING NORTH 00°36’27” WEST, 155.30 FEET; THENCE NORTH 89°31’10” EAST, 365.00 FEET; THENCE NORTH 00°36’27” WEST, 150.00 FEET; THENCE SOUTH 89°31’10” WEST, 590.00 FEET TO A POINT ON THE EASTERLY RIGHT-OF-WAY OF LAS VEGAS BOULEVARD SOUTH; THENCE ALONG SAID EASTERLY RIGHT-OF-WAY, NORTH 00°36’27” WEST, 416.51 FEET; THENCE DEPARTING SAID EASTERLY RIGHT-OF-WAY, NORTH 89°23’33” EAST, 436.67 FEET TO THE POINT OF BEGINNING; THENCE NORTH 45°12’47” EAST, 2.26 FEET; THENCE NORTH 24°20’07” EAST, 42.08 FEET; THENCE NORTH 65°15’05” EAST, 17.37 FEET; THENCE NORTH 89°21’48” EAST, 43.37 FEET; THENCE NORTH 59°33’09” EAST, 33.81 FEET; THENCE NORTH 72°29’03” EAST, 59.84 FEET; THENCE SOUTH 64°39’13” EAST, 13.45 FEET; THENCE SOUTH 55°25’35” WEST, 9.45 FEET; THENCE SOUTH 25°15’30” EAST, 8.73 FEET; THENCE SOUTH 24°28’49” WEST, 13.76 FEET; THENCE NORTH 65°40’35” WEST, 7.37 FEET; THENCE SOUTH 23°19’04” WEST, 29.88 FEET; THENCE NORTH 64°56’42” WEST, 25.44 FEET; THENCE SOUTH 60°12’34” WEST, 4.24 FEET; THENCE SOUTH 24°17’28” WEST, 15.74 FEET; THENCE SOUTH 64°37’10” EAST, 18.23 FEET; THENCE SOUTH 24°13’36” WEST, 16.26 FEET; THENCE NORTH 65°46’24” WEST, 34.86 FEET; THENCE SOUTH 89°24’55” WEST, 56.22 FEET; THENCE SOUTH 64°19’48” WEST, 36.37 FEET; THENCE NORTH 45°48’06” WEST, 5.16 FEET TO THE POINT OF BEGINNING.

PARCEL NA7 HAS A LOWER PLANE ELEVATION OF 2134.29 FEET AND AN UPPER PLANE ELEVATION OF 2144.29 FEET.

PARCEL SIX (6):

EXPLANATION:

THIS LEGAL DESCRIBES PARCEL NA5 AS SHOWN IN FILE 111, PAGE 99 OF SURVEYS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE.

LEGAL DESCRIPTION:

PARCEL NA5

A PORTION OF LOT 1 AS SHOWN IN THAT CERTAIN FINAL MAP ENTITLED “THE ALADDIN COMMERCIAL SUBDIVISION” AS RECORDED IN BOOK 96, PAGE 33 OF PLATS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE AND LYING WITHIN A PORTION OF THE NORTHWEST QUARTER (NW 1/4) OF SECTION 21, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 21 BEING A POINT ON THE CENTERLINE OF HARMON AVENUE; THENCE NORTH 89°31’10” EAST ALONG THE SOUTH LINE OF THE NORTHWEST CORNER OF SAID SECTION 21 AND THE CENTERLINE OF SAID HARMON AVENUE, 315.36 FEET; THENCE DEPARTING SAID SOUTH LINE AND STREET CENTERLINE, NORTH 00°36’27” WEST, 64.70 FEET TO THE NORTHERLY

5

RIGHT-OF-WAY OF SAID HARMON AVENUE; THENCE DEPARTING SAID NORTHERLY RIGHT-OF-WAY AND CONTINUING NORTH 00°36’27” WEST, 155.30 FEET; THENCE NORTH 89°31’10” EAST, 365.00 FEET; THENCE NORTH 00°36’27” WEST, 150.00 FEET; THENCE SOUTH 89°31’10” WEST, 433.44 FEET; THENCE NORTH 00°45’37” WEST, 132.98 FEET; THENCE NORTH 89°23’33” EAST, 79.88 FEET TO THE POINT OF BEGINNING; THENCE NORTH 62°47’57” EAST, 6.33 FEET; THENCE SOUTH 25°54’06” EAST, 7.11 FEET; THENCE SOUTH 62°47’57” WEST, 2.09 FEET; THENCE SOUTH 00°03’19” EAST, 2.47 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT NO 1; THENCE CONTINUING SOUTH 00°03’19” EAST, 23.04 FEET; THENCE SOUTH 89°37’20” WEST, 6.88 FEET; THENCE NORTH 00°03’19” WEST, 22.98 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT NO. 2; THENCE CONTINUING NORTH 00°03’19” WEST, 7.03 FEET TO THE POINT OF BEGINNING.

THE ABOVE DESCRIBED AREA HAS A LOWER PLANE ELEVATION OF 2134.29 FEET AND AN UPPER PLANE ELEVATION OF 2144.29 FEET.

EXCEPTING THEREFROM THE FOLLOWING DESCRIBED AREA: BEGINNING AT THE AFOREMENTIONED POINT NO. 2; THENCE NORTH 89°08’33’ EAST, 6.88 FEET TO THE AFOREMENTIONED POINT NO. 1; THENCE SOUTH 00°03’19” EAST, A SLOPE DISTANCE OF 18.59 FEET AT A VERTICAL ANGLE ABOVE THE HORIZON OF 32°32’40” TO A POINT HEREINAFTER REFERRED TO AS POINT NO. 3; THENCE SOUTH 89°08’33” WEST 6.88 FEET; THENCE NORTH 00°03’19” WEST, A SLOPE DISTANCE OF 18.59 FEET AT A VERTICAL ANGLE BELOW THE HORIZON OF 32°32’40” TO THE POINT OF BEGINNING.

THE ABOVE DESCRIBED AREA HAS A LOWER PLANE ELEVATION OF 2134.29 FEET AND AN UPPER PLANE ELEVATION OF 2144.29 FEET.

EXCEPTING THEREFROM THE FOLLOWING DESCRIBED AREA:

BEGINNING AT THE AFOREMENTIONED POINT NO. 3; THENCE SOUTH 00°03’19” EAST, 7.37 FEET; THENCE SOUTH 89°37’20” WEST, 6.88 FEET; THENCE NORTH 00°03’19” WEST, 7.31 FEET; THENCE NORTH 89°08’33” EAST, 6.88 FEET TO THE POINT OF BEGINNING.

THE ABOVE DESCRIBED AREA HAS A LOWER PLANE ELEVATION OF 2134.29 FEET AND AN UPPER PLANE ELEVATION OF 2144.29 FEET.

PARCEL SEVEN (7):

EXPLANATION:

THIS LEGAL DESCRIBES PARCEL NA16 AS SHOWN IN FILE 111, PAGE 100 OF SURVEYS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE.

LEGAL DESCRIPTION

PARCEL NA16

A PORTION OF LOT 1 AS SHOWN IN THAT CERTAIN FINAL MAP ENTITLED “THE ALADDIN COMMERCIAL SUBDIVISION” AS RECORDED IN BOOK 96, PAGE 33 OF PLATS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE AND LYING WITHIN A PORTION OF THE NORTHWEST QUARTER (NW 1/4) OF SECTION 21, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, MORE

6

PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 21 BEING A POINT ON THE CENTERLINE OF HARMON AVENUE; THENCE NORTH 89°31’10” EAST ALONG THE SOUTH LINE OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 21 AND THE CENTERLINE OF SAID HARMON AVENUE, 315.36 FEET; THENCE NORTH 00°36’27” WEST, 64.70 FEET TO THE NORTHERLY RIGHT-OF-WAY OF HARMON AVENUE; THENCE DEPARTING SAID NORTHERLY RIGHT-OF-WAY AND CONTINUING NORTH 00°36’27” WEST, 155.30 FEET; THENCE NORTH 89°31’10” EAST, 365.00 FEET; THENCE NORTH 00°36’27” WEST, 150.00 FEET; THENCE SOUTH 89°31’10” WEST, 590.00 FEET TO THE EAST RIGHT-OF-WAY OF LAS VEGAS BOULEVARD SOUTH; THENCE ALONG SAID EAST RIGHT-OF-WAY, NORTH 00°36’27” WEST, 691.42 FEET; THENCE NORTH 00°54’27” WEST, ALONG SAID EAST RIGHT-OF-WAY 114.38 FEET; THENCE DEPARTING SAID EAST RIGHT-OF-WAY, NORTH 89°23’20” EAST, 372.54 FEET; THENCE SOUTH 00°36’40” EAST, 55.06 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 00°46’32” EAST, 8.53 FEET; THENCE SOUTH 89°25’26” WEST, 25.25 FEET; THENCE SOUTH 00°38’15” EAST, 26.32 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT NO. 1; THENCE SOUTH 00°36’55” EAST, 15.65 FEET; THENCE SOUTH 89°21’31” WEST, 11.73 FEET; THENCE NORTH 00°38’29” WEST, 2.45 FEET; THENCE SOUTH 89°23’05” WEST, 91.95 FEET; THENCE SOUTH 00°38’29” EAST, 2.51 FEET; THENCE SOUTH 89°21’31” WEST, 10.51 FEET; THENCE NORTH 00°36’55” WEST, 15.67 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT NO. 2; THENCE NORTH 00°36’55” WEST, 48.54 FEET; THENCE NORTH 89°16’02” EAST, 13.84 FEET; THENCE SOUTH 00°46’36” EAST, 13.48 FEET; THENCE SOUTH 89°28’45” WEST, 2.88 FEET; THENCE SOUTH 00°38’29” EAST, 25.56 FEET; THENCE NORTH 89°21’31” EAST, 91.45 FEET; THENCE NORTH 00°38’29” WEST, 25.37 FEET; THENCE NORTH 89°28’45” EAST, 36.96 FEET TO THE POINT OF BEGINNING.

PARCEL NA16 HAS A LOWER PLANE ELEVATION OF 2134.29 FEET AND AN UPPER PLANE ELEVATION OF 2144.29 FEET.

EXCEPTING THEREFROM THE FOLLOWING DESCRIBED AREA:

BEGINNING AT THE AFOREMENTIONED POINT NO. 1; THENCE SOUTH 00°36’55” EAST, A SLOPE DISTANCE OF 18.57 FEET AT A VERTICAL ANGLE ABOVE THE HORIZON OF 32°32’40”; THENCE SOUTH 89°21’31” WEST, 11.73 FEET; THENCE NORTH 00°38’29” WEST, A SLOPE DISTANCE OF 18.57 FEET AT A VERTICAL ANGLE BELOW THE HORIZON OF 32°32’40”; THENCE NORTH 89°23’05” EAST, 11.73 FEET TO THE POINT OF BEGINNING.

THE ABOVE DESCRIBED AREA HAS A LOWER PLANE ELEVATION OF 2134.29 FEET AND AN UPPER PLANE ELEVATION OF 2144.29 FEET.

EXCEPTING THEREFROM THE FOLLOWING DESCRIBED AREA:

BEGINNING AT THE AFOREMENTIONED POINT NO. 2; THENCE NORTH 89°21’31” EAST, 10.51 FEET; THENCE SOUTH 00°38’29” EAST, A SLOPE DISTANCE OF 18.57 FEET AT A VERTICAL ANGLE ABOVE THE HORIZON OF 32°32’40”; THENCE SOUTH 89°21’31” WEST, 10.51 FEET; THENCE NORTH 00°36’55” WEST, A SLOPE DISTANCE OF 18.57 FEET AT A VERTICAL ANGLE BELOW THE HORIZON OF 32°32’40” TO THE POINT OF BEGINNING.

THE ABOVE DESCRIBED AREA HAS A LOWER PLANE ELEVATION OF 2134.29 FEET

7

AND AN UPPER PLANE ELEVATION OF 2144.29 FEET.

PARCEL EIGHT (8):

EXPLANATION:

THIS LEGAL DESCRIBES PARCEL NA6 AS SHOWN IN FILE 112, PAGE 01 OF SURVEYS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE.

LEGAL DESCRIPTION

PARCEL NA6

A PORTION OF LOT 1 AS SHOWN IN THAT CERTAIN FINAL MAP ENTITLED “THE ALADDIN COMMERCIAL SUBDIVISION” AS RECORDED IN BOOK 96, PAGE 33 OF PLATS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE AND LYING WITHIN A PORTION OF THE NORTHWEST QUARTER (NW 1/4) OF SECTION 21, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 21 BEING A POINT ON THE CENTERLINE OF HARMON AVENUE; THENCE NORTH 89°31’10” EAST ALONG THE SOUTH LINE OF THE NORTHWEST CORNER OF SAID SECTION 21 AND THE CENTERLINE OF SAID HARMON AVENUE, 315.36 FEET; THENCE DEPARTING SAID SOUTH LINE AND STREET CENTERLINE, NORTH 00°36’27” WEST, 64.70 FEET TO THE NORTHERLY RIGHT-OF-WAY OF SAID HARMON AVENUE; THENCE DEPARTING SAID NORTHERLY RIGHT-OF-WAY AND CONTINUING NORTH 00°36’27” WEST, 155.30 FEET; THENCE NORTH 89°31’10” EAST, 365.00 FEET; THENCE NORTH 00°36’27” WEST, 150.00 FEET; THENCE SOUTH 89°31’10” WEST, 136.35 FEET; THENCE NORTH 00°36’12” WEST, 60.97 FEET; THENCE NORTH 64°18’14” EAST, 7.27 FEET; THENCE NORTH 00°28’50” WEST, 156.32 FEET TO THE POINT OF BEGINNING; THENCE NORTH 25°41’08” WEST, 60.80 FEET; THENCE NORTH 64°40’35” EAST, 16.80 FEET; THENCE NORTH 00°36’39” WEST, 48.88 FEET; THENCE SOUTH 64°25’33” EAST, 5.15 FEET; THENCE SOUTH 80°16’36” EAST, 91.67 FEET; THENCE SOUTH 64°54’45” EAST, 3.97 FEET; THENCE SOUTH 02°40’26” WEST, 23.31 FEET; THENCE SOUTH 03°36’30” EAST, 27.47 FEET; THENCE SOUTH 10°37’10” EAST, 27.53 FEET; THENCE SOUTH 13°40’17” EAST, 8.67 FEET; THENCE SOUTH 84°56’14” WEST, 26.94 FEET; THENCE NORTH 00°52’53” WEST, 61.11 FEET; THENCE SOUTH 89°14’29” WEST, 42.05 FEET; THENCE SOUTH 00°32’12” EAST, 51.30 FEET; THENCE SOUTH 64°21’04” WEST, 28.09 FEET TO THE POINT OF BEGINNING.

PARCEL NA6 HAS A LOWER PLANE ELEVATION OF 2134.29 FEET AND AN UPPER PLANE ELEVATION OF 2144.29 FEET.

PARCEL NINE (9):

EXPLANATION:

THIS LEGAL DESCRIBES PARCEL NA15 AS SHOWN IN FILE 112, PAGE 02 OF SURVEYS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE.

LEGAL DESCRIPTION

8

PARCEL NA15

A PORTION OF LOT 1 AS SHOWN IN THAT CERTAIN FINAL MAP ENTITLED “THE ALADDIN COMMERCIAL SUBDIVISION” AS RECORDED IN BOOK 96, PAGE 33 OF PLATS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE AND LYING WITHIN A PORTION OF THE NORTHWEST QUARTER (NW 1/4) OF SECTION 21, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 21 BEING A POINT ON THE CENTERLINE OF HARMON AVENUE; THENCE NORTH 89°31’10” EAST ALONG THE SOUTH LINE OF THE NORTHWEST CORNER (NW1/4) OF SAID SECTION 21 AND THE CENTERLINE OF SAID HARMON AVENUE, 315.36 FEET; THENCE DEPARTING SAID SOUTH LINE AND SAID STREET CENTERLINE, NORTH 00°36’27” WEST, 64.70 FEET TO THE NORTHERLY RIGHT-OF-WAY OF SAID HARMON AVENUE; THENCE DEPARTING SAID NORTHERLY RIGHT-OF-WAY AND CONTINUING NORTH 00°36’27” WEST, 155.30 FEET; THENCE NORTH 89°31’10” EAST, 365.00 FEET; THENCE NORTH 00°36’27” WEST, 150.00 FEET; THENCE SOUTH 89°31’10” WEST, 590.00 FEET TO A POINT ON THE EASTERLY RIGHT-OF-WAY OF LAS VEGAS BOULEVARD SOUTH; THENCE ALONG SAID EASTERLY RIGHT-OF-WAY, NORTH 00°36’27” WEST, 691.42 FEET; THENCE NORTH 00°54’27” WEST, 114.38 FEET; THENCE DEPARTING SAID EASTERLY RIGHT-OF-WAY, NORTH 89°23’20” EAST, 447.36 FEET; THENCE SOUTH 00°36’40” EAST, 55.03 FEET TO THE POINT OF BEGINNING; THENCE NORTH 89°26’12” EAST, 38.01 FEET; THENCE SOUTH 00°46’32” EAST, 8.60 FEET; THENCE SOUTH 89°05’01” WEST, 27.96 FEET; THENCE SOUTH 00°14’52” EAST, 39.33 FEET; THENCE SOUTH 87°01’19” WEST, 3.51 FEET; THENCE SOUTH 24°23’31” WEST, 35.22 FEET; THENCE SOUTH 65°26’29” EAST, 9.23 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT NO. 1; THENCE CONTINUING SOUTH 65°26’29” EAST, 16.30 FEET; THENCE SOUTH 24°23’35” WEST, 9.37 FEET; THENCE NORTH 65°36’25” WEST, 21.81 FEET; THENCE NORTH 24°23’35” EAST, 3.89 FEET; THENCE NORTH 65°25’32” WEST, 9.78 FEET; THENCE NORTH 24°22’24” EAST, 38.73 FEET; THENCE NORTH 00°33’30” WEST, 47.51 FEET TO THE POINT OF BEGINNING.

THE ABOVE DESCRIBED AREA HAS A LOWER PLANE ELEVATION OF 2134.06 FEET AND AN UPPER ELEVATION OF 2144.29 FEET.

EXCEPTING THEREFROM THE FOLLOWING DESCRIBED AREA:

BEGINNING AT THE AFOREMENTIONED POINT NO. 1; THENCE SOUTH 65°26’29” EAST, A SLOPE DISTANCE OF 13.26 FEET AT A VERTICAL ANGLE ABOVE THE HORIZON OF 33°57’56” TO A POINT HEREINAFTER REFERRED TO AS POINT NO. 2; THENCE SOUTH 24°23’35” WEST, 5.53 FEET; THENCE NORTH 65°29’41” WEST, A SLOPE DISTANCE OF 13.26 FEET AT A VERTICAL ANGLE BELOW THE HORIZON OF 33°57’56”; THENCE NORTH 24°23’35” EAST, 5.54 FEET TO THE POINT OF BEGINNING.

THE ABOVE DESCRIBED AREA HAS A LOWER PLANE OF ELEVATION OF 2134.06 FEET AND AN UPPER PLANE ELEVATION OF 2141.47 FEET.

EXCEPTING THEREFROM THE FOLLOWING DESCRIBED AREA:

BEGINNING AT THE AFOREMENTIONED POINT NO. 2; THENCE SOUTH 65°26’29” EAST, 5.30 FEET; THENCE SOUTH 24°23’35” WEST, 9.37 FEET; THENCE NORTH 65°36’25” WEST, 5.30 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT NO. 3;

9

THENCE NORTH 24°23’35” EAST, 9.37 FEET TO THE POINT OF BEGINNING.

THE ABOVE DESCRIBED AREA HAS A LOWER PLANE ELEVATION OF 2134.06 FEET AND AN UPPER PLANE ELEVATION OF 2141.47 FEET.

EXCEPTING THEREFROM THE FOLLOWING DESCRIBED AREA:

BEGINNING AT THE AFOREMENTIONED POINT NO. 3; THENCE NORTH 65°36’25” WEST, A SLOPE DISTANCE OF 4.69 FEET AT A VERTICAL ANGLE ABOVE THE HORIZON OF 36°32’38” TO A POINT HEREINAFTER REFERRED TO AS POINT NO. 4; THENCE NORTH 24°23’35” EAST, 3.86 FEET; THENCE SOUTH 65°29’41” EAST, A SLOPE DISTANCE OF 4.69 FEET AT A VERTICAL ANGLE BELOW THE HORIZON OF 36°32’38”; THENCE SOUTH 24°23’35” WEST, 3.86 FEET TO THE POINT OF BEGINNING.

THE ABOVE DESCRIBED AREA HAS A LOWER PLANE ELEVATION OF 2134.06 FEET AND AN UPPER ELEVATION OF 2144.29 FEET.

EXCEPTING THEREFROM THE FOLLOWING DESCRIBED AREA:

BEGINNING AT THE AFOREMENTIONED POINT NO. 4; THENCE NORTH 65°36’25” WEST, 12.76 FEET; THENCE NORTH 24°23’35” EAST, 3.89 FEET; THENCE SOUTH 65°29’41” EAST, 12.76 FEET; THENCE SOUTH 24°23’35” WEST, 3.86 FEET TO THE POINT OF BEGINNING.

THE ABOVE DESCRIBED AREA HAS A LOWER PLANE ELEVATION OF 2134.06 FEET AND AN UPPER PLANE ELEVATION OF 2144.29 FEET.

PARCEL TEN (10):

EXPLANATION:

THIS LEGAL DESCRIBES PARCEL PAT AS SHOWN IN FILE 112, PAGE 04 OF SURVEYS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE.

LEGAL DESCRIPTION

PARCEL PAT

A PORTION OF LOT 1 AS SHOWN IN THAT CERTAIN FINAL MAP ENTITLED “THE ALADDIN COMMERCIAL SUBDIVISION” AS RECORDED IN BOOK 96, PAGE 33 OF PLATS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE AND LYING WITHIN THE NORTHWEST QUARTER (NW 1/4) OF SECTION 21, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 21 BEING A POINT ON THE CENTERLINE OF HARMON AVENUE; THENCE NORTH 89°31’10” EAST ALONG THE SOUTH LINE OF THE NORTHWEST CORNER (NW ¼) SAID SECTION 21 AND THE CENTERLINE OF SAID HARMON AVENUE, 315.36 FEET; THENCE DEPARTING SAID SOUTH LINE AND STREET CENTERLINE, NORTH 00°36’27” WEST, 64.70 FEET TO THE NORTHERLY RIGHT-OF-WAY OF SAID HARMON AVENUE; THENCE DEPARTING SAID NORTHERLY RIGHT-OF-WAY AND CONTINUING NORTH 00°36’27” WEST, 155.30 FEET; THENCE NORTH 89°31’10” EAST, 365.00 FEET; THENCE NORTH 00°36’27” WEST,

10

150.00 FEET; THENCE NORTH 80°44’46” EAST, 187.61 FEET TO THE POINT OF BEGINNING; THENCE NORTH 02°04’49” WEST, 38.87 FEET; THENCE SOUTH 89°36’50” WEST, 16.34 FEET; THENCE NORTH 83°50’21” WEST, 35.70 FEET; THENCE NORTH 75°34’09” WEST, 27.60 FEET; THENCE NORTH 69°25’08” WEST, 18.35 FEET; THENCE NORTH 62°34’11” WEST, 33.98 FEET; THENCE NORTH 54°17’49” WEST, 29.97 FEET; THENCE NORTH 46°59’34” WEST, 22.74 FEET; THENCE NORTH 40°08’28” WEST, 32.00 FEET; THENCE NORTH 33°03’43” WEST, 3.07 FEET; THENCE SOUTH 61°18’57” WEST, 0.73 FEET; THENCE NORTH 28°46’21” WEST, 38.64 FEET; THENCE NORTH 61°19’02” EAST, 0.28 FEET; THENCE NORTH 24°57’05” WEST, 12.99 FEET; THENCE NORTH 12°44’50” WEST, 18.14 FEET; THENCE SOUTH 84°42’26” WEST, 3.21 FEET; THENCE NORTH 13°40’17” WEST, 8.67 FEET; THENCE NORTH 10°37’10” WEST, 27.53 FEET; THENCE NORTH 03°36’30” WEST, 27.47 FEET; THENCE NORTH 02°40’26” EAST, 23.31 FEET; THENCE NORTH 64°54’45” WEST, 3.97 FEET; THENCE NORTH 24°28’49” EAST, 33.82 FEET; THENCE NORTH 65°31’11” WEST, 4.25 FEET; THENCE NORTH 00°39’39” WEST, 60.07 FEET; THENCE NORTH 89°01’26” EAST, 19.25 FEET; THENCE SOUTH 65°34’40” EAST, 12.39 FEET; THENCE NORTH 24°25’20” EAST, 43.25 FEET; THENCE NORTH 66°35’56” WEST, 4.97 FEET; THENCE NORTH 24°06’10” EAST, 21.38 FEET; THENCE SOUTH 65°48’52” EAST, 7.53 FEET; THENCE NORTH 24°00’35” EAST, 11.67 FEET; THENCE NORTH 65°10’06” WEST, 7.52 FEET; THENCE NORTH 25°15’30” WEST, 17.50 FEET; THENCE NORTH 55°25’35” EAST, 30.03 FEET; THENCE NORTH 61°17’00” EAST, 32.67 FEET; THENCE NORTH 68°21’59” EAST, 31.51 FEET; THENCE NORTH 75°44’49” EAST, 32.54 FEET; THENCE NORTH 83°01’01” EAST, 33.90 FEET; THENCE SOUTH 86°40’14” EAST, 59.11 FEET; THENCE SOUTH 75°46’00” EAST, 35.94 FEET; THENCE SOUTH 68°09’42” EAST, 33.08 FEET; THENCE SOUTH 61°04’29” EAST, 30.30 FEET; THENCE SOUTH 32°30’36” WEST, 36.71 FEET; THENCE NORTH 54°27’18” WEST, 5.39 FEET; THENCE SOUTH 36°38’59” WEST, 17.12 FEET; THENCE SOUTH 53°35’09” EAST, 33.83 FEET; THENCE SOUTH 46°47’07” EAST, 26.51 FEET; THENCE SOUTH 39°34’43” EAST, 26.17 FEET; THENCE NORTH 54°07’26” EAST, 53.90 FEET; THENCE SOUTH 32°21’53” EAST, 30.56 FEET; THENCE SOUTH 26°23’44” EAST, 20.09 FEET; THENCE SOUTH 19°10’09” EAST, 42.76 FEET; THENCE SOUTH 75°35’22” WEST, 38.87 FEET; THENCE SOUTH 10°13’49” EAST, 33.15 FEET; THENCE SOUTH 02°48’12” EAST, 23.39 FEET; THENCE SOUTH 03°34’14” WEST, 29.14 FEET; THENCE SOUTH 82°45’54” EAST, 38.91 FEET; THENCE SOUTH 10°51’38” WEST, 30.72 FEET; THENCE SOUTH 18°09’27” WEST, 32.09 FEET; THENCE SOUTH 25°25’38” WEST, 22.92 FEET; THENCE NORTH 62°57’05” WEST, 53.76 FEET; THENCE SOUTH 27°25’45” WEST, 9.17 FEET; THENCE SOUTH 32°58’15” WEST, 24.74 FEET; THENCE SOUTH 39°40’27” WEST, 24.73 FEET; THENCE SOUTH 46°56’53” WEST, 27.39 FEET; THENCE SOUTH 39°34’42” EAST, 52.83 FEET; THENCE SOUTH 51°59’10” WEST, 30.54 FEET; THENCE SOUTH 61°07’08” WEST, 33.91 FEET; THENCE SOUTH 69°09’29” WEST, 30.78 FEET; THENCE SOUTH 75°32’27” WEST, 32.50 FEET; THENCE SOUTH 83°29’29” WEST, 35.64 FEET TO THE POINT OF BEGINNING.

EXCEPTING THEREFROM PARCEL NB14 AS SHOWN IN FILE 111, PAGE 94 OF SURVEYS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 21, BEING A POINT ON THE CENTERLINE OF HARMON AVENUE; THENCE NORTH 89 °31’10” EAST ALONG THE SOUTH LINE OF THE NORTHWEST CORNER OF SAID SECTION 21 AND THE CENTERLINE OF SAID HARMON AVENUE 315.36 FEET; THENCE DEPARTING SAID SOUTH LINE AND STREET CENTERLINE, NORTH 00 °36’27” WEST, 64.70 FEET TO THE NORTHERLY RIGHT-OF-WAY OF SAID HARMON AVENUE; THENCE DEPARTING SAID NORTHERLY RIGHT-OF-WAY AND CONTINUING NORTH 00 °36’27” WEST, 155.30

11

FEET; THENCE NORTH 89 °31’10” EAST, 365.00 FEET; THENCE NORTH 00 °36’27” WEST, 150.00 FEET; THENCE SOUTH 89 °31’10” WEST, 590 FEET TO THE EAST RIGHT OF WAY OF LAS VEGAS BOULEVARD SOUTH; THENCE ALONG SAID EASTERLY RIGHT OF WAY, NORTH 00 °36’27” WEST, 434.07 FEET; THENCE DEPARTING SAID EASTERLY RIGHT-OF-WAY, NORTH 89 °23’33” EAST, 618.50 FEET TO THE POINT OF BEGINNING; THENCE NORTH 23 °51’47” EAST, 36.68 FEET; THENCE SOUTH 68 °09’41” EAST, 46.13 FEET; THENCE SOUTH 21 °50’19” WEST, 19.46 FEET; THENCE SOUTH 54 °36’20” WEST, 22.48 FEET; THENCE NORTH 65 °22’54” WEST, 35.30 FEET TO THE POINT OF BEGINNING.

PARCEL NB14 HAS AN UPPER PLANE ELEVATION OF 2117.29 FEET.

PARCEL PAT HAS AN UPPER ELEVATION OF INFINITY.

PARCEL ELEVEN (11):

EXPLANATION:

THIS LEGAL DESCRIBES PARCEL NA4 AS SHOWN IN FILE 112, PAGE 05 OF SURVEYS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE.

LEGAL DESCRIPTION

PARCEL NA4

A PORTION OF LOT 1 AS SHOWN IN THAT CERTAIN FINAL MAP ENTITLED “THE ALADDIN COMMERCIAL SUBDIVISION” AS RECORDED IN BOOK 96, PAGE 33 OF PLATS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE AND LYING WITHIN A PORTION OF THE NORTHWEST QUARTER (NW 1/4) OF SECTION 21, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 21 BEING A POINT ON THE CENTERLINE OF HARMON AVENUE; THENCE NORTH 89°31’10” EAST ALONG THE SOUTH LINE OF THE NORTHWEST CORNER OF SAID SECTION 21 AND THE CENTERLINE OF SAID HARMON AVENUE, 315.36 FEET; THENCE DEPARTING SAID SOUTH LINE AND STREET CENTERLINE, NORTH 00°36’27” WEST, 64.70 FEET TO THE NORTHERLY RIGHT-OF-WAY OF SAID HARMON AVENUE; THENCE DEPARTING SAID NORTHERLY RIGHT-OF-WAY AND CONTINUING NORTH 00°36’27” WEST, 155.30 FEET; THENCE NORTH 89°31’10” EAST, 365.00 FEET; THENCE NORTH 00°36’27” WEST, 150.00 FEET; THENCE SOUTH 89°31’10” WEST, 590.00 FEET TO A POINT ON THE EASTERLY RIGHT-OF-WAY OF LAS VEGAS BOULEVARD SOUTH; THENCE ALONG SAID EASTERLY RIGHT-OF-WAY, NORTH 00°36’27” WEST, 691.42 FEET; THENCE NORTH 00°54’27” WEST, 114.38 FEET; THENCE DEPARTING SAID EASTERLY RIGHT-OF-WAY, NORTH 89°23’20” EAST, 665.61 FEET; THENCE SOUTH 00°35’55” EAST, 39.49 FEET TO THE POINT OF BEGINNING; THENCE NORTH 89°24’05” EAST, 9.64 FEET; THENCE SOUTH 00°35’39” EAST, 32.12 FEET; THENCE SOUTH 88°57’10” WEST, 9.35 FEET; THENCE NORTH 01°06’33” WEST, 32.19 FEET TO THE POINT OF BEGINNING.

PARCEL NA4 HAS A LOWER PLANE ELEVATION OF 2117.29 FEET AND AN UPPER PLANE ELEVATION OF 2125.80 FEET.

PARCEL TWELVE (12):

12

EXPLANATION:

THIS LEGAL DESCRIBES PARCEL NA12 AS SHOWN IN FILE 112, PAGE 06 OF SURVEYS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE.

LEGAL DESCRIPTION

PARCEL NA12

A PORTION OF LOT 1 AS SHOWN IN THAT CERTAIN FINAL MAP ENTITLED “THE ALADDIN COMMERCIAL SUBDIVISION” AS RECORDED IN BOOK 96, PAGE 33 OF PLATS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE AND LYING WITHIN A PORTION OF THE NORTHWEST QUARTER (NW 1/4) OF SECTION 21, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 21 BEING A POINT ON THE CENTERLINE OF HARMON AVENUE; THENCE NORTH 89°31’10” EAST ALONG THE SOUTH LINE OF THE NORTHWEST CORNER OF SAID SECTION 21 AND THE CENTERLINE OF SAID HARMON AVENUE, 315.36 FEET; THENCE DEPARTING SAID SOUTH LINE AND STREET CENTERLINE, NORTH 00°36’27” WEST, 64.70 FEET TO THE NORTHERLY RIGHT-OF-WAY OF SAID HARMON AVENUE; THENCE DEPARTING SAID NORTHERLY RIGHT-OF-WAY AND CONTINUING NORTH 00°36’27” WEST, 155.30 FEET; THENCE NORTH 89°31’10” EAST, 365.00 FEET; THENCE NORTH 00°36’27” WEST, 150.00 FEET; THENCE SOUTH 89°31’10” WEST, 590.00 FEET TO A POINT ON THE EASTERLY RIGHT-OF-WAY OF LAS VEGAS BOULEVARD SOUTH; THENCE ALONG SAID EASTERLY RIGHT-OF-WAY, NORTH 00°36’27” WEST, 691.42 FEET; THENCE NORTH 00°54’27” WEST, 114.38 FEET; THENCE DEPARTING SAID EASTERLY RIGHT-OF-WAY, NORTH 89°23’20” EAST, 655.01 FEET; THENCE SOUTH 00°35’55” EAST, 38.24 FEET TO THE POINT OF BEGINNING; THENCE NORTH 89°24’05” EAST, 4.10 FEET; THENCE SOUTH 00°42’53” EAST, 3.25 FEET; THENCE NORTH 89°24’05” EAST, 5.33 FEET; THENCE SOUTH 00°35’55” EAST, 20.93 FEET; THENCE SOUTH 89°28’24” WEST, 9.39 FEET; THENCE NORTH 00°42’53” WEST, 24.17 FEET TO THE POINT OF BEGINNING.

PARCEL NA12 HAS A LOWER PLANE ELEVATION OF 2117.29 FEET AND AN UPPER PLANE ELEVATION OF 2134.29 FEET.

PARCEL THIRTEEN (13):

EXPLANATION:

THIS LEGAL DESCRIBES PARCEL NA13 AS SHOWN IN FILE 112, PAGE 07 OF SURVEYS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE.

LEGAL DESCRIPTION

PARCEL NA13

A PORTION OF LOT 1 AS SHOWN IN THAT CERTAIN FINAL MAP ENTITLED “THE ALADDIN COMMERCIAL SUBDIVISION” AS RECORDED IN BOOK 96, PAGE 33 OF PLATS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE AND LYING

13

WITHIN A PORTION OF THE NORTHWEST QUARTER (NW 1/4) OF SECTION 21, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 21 BEING A POINT ON THE CENTERLINE OF HARMON AVENUE; THENCE NORTH 89°31’10” EAST ALONG THE SOUTH LINE OF THE NORTHWEST CORNER (NW 1/4) OF SAID SECTION 21 AND THE CENTERLINE OF SAID HARMON AVENUE, 315.36 FEET; THENCE DEPARTING SAID SOUTH LINE AND STREET CENTERLINE, NORTH 00°36’27” WEST, 64.70 FEET TO THE NORTHERLY RIGHT-OF-WAY OF SAID HARMON AVENUE; THENCE DEPARTING SAID NORTHERLY RIGHT-OF-WAY AND CONTINUING NORTH 00°36’27” WEST, 155.30 FEET; THENCE NORTH 89°31’10” EAST, 365.00 FEET; THENCE NORTH 00°36’27” WEST, 150.00 FEET; THENCE SOUTH 89°31’10” WEST, 590.00 FEET TO A POINT ON THE EASTERLY RIGHT-OF-WAY OF LAS VEGAS BOULEVARD SOUTH; THENCE ALONG SAID EASTERLY RIGHT-OF-WAY, NORTH 00°36’27” WEST, 691.42 FEET; THENCE NORTH 00°54’27” WEST, 114.38 FEET; THENCE DEPARTING SAID EASTERLY RIGHT-OF-WAY, NORTH 89°23’20” EAST, 558.63 FEET; THENCE SOUTH 00°38’05” EAST, 39.64 FEET TO THE POINT OF BEGINNING; THENCE NORTH 89°30’29” EAST, 18.63 FEET; THENCE SOUTH 01°07’37” EAST, 4.21 FEET; THENCE SOUTH 89°29’40” WEST, 2.50 FEET; THENCE SOUTH 00°29’31” EAST, 16.19 FEET; THENCE SOUTH 89°30’29” WEST, 16.17 FEET; THENCE NORTH 00°29’31” WEST, 20.40 FEET TO THE POINT OF BEGINNING.

PARCEL NA13 HAS A LOWER PLANE ELEVATION OF 2117.29 FEET AND AN UPPER PLANE ELEVATION OF 2144.29 FEET.

PARCEL FOURTEEN (14):

EXPLANATION:

THIS LEGAL DESCRIBES PARCEL NA AS SHOWN IN FILE 112, PAGE 08 OF SURVEYS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE.

LEGAL DESCRIPTION

PARCEL NA

A PORTION OF LOT 1 AS SHOWN IN THAT CERTAIN FINAL MAP ENTITLED “THE ALADDIN COMMERCIAL SUBDIVISION” AS RECORDED IN BOOK 96, PAGE 33 OF PLATS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE AND LYING WITHIN A PORTION OF THE NORTHWEST QUARTER (NW 1/4) OF SECTION 21, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 21 BEING A POINT ON THE CENTERLINE OF HARMON AVENUE; THENCE NORTH 89°31’10” EAST ALONG THE SOUTH LINE OF THE NORTHWEST CORNER (NW ¼) OF SAID SECTION 21 AND THE CENTERLINE OF SAID HARMON AVENUE, 315.36 FEET; THENCE DEPARTING SAID SOUTH LINE, NORTH 00°36’27” WEST, 64.70 FEET TO THE NORTHERLY RIGHT-OF-WAY OF SAID HARMON AVENUE; THENCE DEPARTING SAID NORTHERLY RIGHT-OF-WAY AND CONTINUING NORTH 00°36’27” WEST, 155.30 FEET; THENCE NORTH 89°31’10” EAST, 365.00 FEET; THENCE NORTH 00°36’27” WEST, 150.00 FEET; THENCE SOUTH 89°31’10”

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WEST, 136.35 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING SOUTH 89°31’10” WEST, 453.65 FEET TO A POINT ON THE EASTERLY RIGHT-OF-WAY OF LAS VEGAS BOULEVARD SOUTH; THENCE ALONG SAID EASTERLY RIGHT-OF-WAY, NORTH 00°36’27” WEST, 691.42 FEET; THENCE NORTH 00°54’27” WEST, 114.38 FEET; THENCE DEPARTING SAID EASTERLY RIGHT-OF-WAY NORTH 89°23’20” EAST, 995.09 FEET; THENCE SOUTH 00°36’40” EAST, 55.14 FEET; THENCE NORTH 89°26’04” EAST, 1.87 FEET; THENCE SOUTH 00°24’51” EAST, 77.63 FEET; THENCE SOUTH 89°21’10” WEST, 122.55 FEET; THENCE NORTH 00°33’56” WEST, 77.83 FEET; THENCE SOUTH 89°26’04” WEST, 60.22 FEET; THENCE SOUTH 00°38’26” EAST, 78.74 FEET; THENCE NORTH 89°42’33” EAST, 0.11 FEET; THENCE SOUTH 00°40’41” EAST, 135.10 FEET; THENCE NORTH 75°46’00” WEST, 0.21 FEET; THENCE NORTH 86°40’14” WEST, 59.11 FEET; THENCE SOUTH 83°01’01” WEST, 33.90 FEET; THENCE SOUTH 75°44’49” WEST, 32.54 FEET; THENCE SOUTH 68°21’59” WEST, 31.51 FEET; THENCE SOUTH 61°17’00” WEST, 32.67 FEET; THENCE SOUTH 55°25’35” WEST, 30.03 FEET; THENCE SOUTH 25°15’30” EAST, 17.50 FEET; THENCE SOUTH 65°10’06” EAST, 7.52 FEET; THENCE SOUTH 24°00’35” WEST, 11.67 FEET; THENCE NORTH 65°48’52” WEST, 7.53 FEET; THENCE SOUTH 24°06’10” WEST, 21.38 FEET; THENCE SOUTH 66°35’56” EAST, 4.97 FEET; THENCE SOUTH 24°25’20” WEST, 43.25 FEET; THENCE NORTH 65°34’40” WEST, 12.39 FEET; THENCE SOUTH 89°01’26” WEST, 19.25 FEET; THENCE SOUTH 00°39’39” EAST, 60.07 FEET; THENCE SOUTH 65°31’11” EAST, 4.25 FEET; THENCE SOUTH 24°28’49” WEST, 33.82 FEET; THENCE SOUTH 64°54’45” EAST, 3.97 FEET; THENCE SOUTH 02°40’26” WEST, 23.31 FEET; THENCE SOUTH 03°36’30” EAST, 27.47 FEET; THENCE SOUTH 10°37’10” EAST, 27.53 FEET; THENCE SOUTH 13°40’17” EAST, 8.67 FEET; THENCE NORTH 84°42’26” EAST, 3.21 FEET; THENCE SOUTH 12°44’50” EAST, 18.14 FEET; THENCE SOUTH 24°57’05” EAST, 12.99 FEET; THENCE SOUTH 61°19’02” WEST, 0.28 FEET; THENCE SOUTH 64°45’39” WEST, 97.70 FEET; THENCE SOUTH 25°14’21” EAST, 74.12 FEET; THENCE SOUTH 64°18’14” WEST, 61.67 FEET; THENCE SOUTH 00°36’12” EAST, 60.97 FEET TO THE POINT OF BEGINNING.

EXCEPTING THEREFROM PARCEL NB8 AS SHOWN IN FILE 111, PAGE 87 OF SURVEYS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 21, THENCE NORTH 01°28’29” WEST, ALONG THE WEST LINE OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 21, A DISTANCE OF 1175.72 FEET TO A POINT ON THE WESTERLY PROLONGATION OF THE NORTH LINE OF SAID LOT 1; THENCE ALONG SAID WESTERLY PROLONGATION, NORTH 89°23’20” EAST, 107.55 FEET TO A POINT ON THE EASTERLY RIGHT-OF-WAY OF LAS VEGAS BOULEVARD SOUTH; THENCE CONTINUING ALONG THE NORTH LINE OF SAID LOT 1, NORTH 89°23’20” EAST, 214.60 FEET; THENCE DEPARTING SAID NORTH LINE, SOUTH 00°36’40” EAST, 29.96 FEET TO THE POINT OF BEGINNING; THENCE NORTH 89°16’02” EAST, 40.64 FEET; THENCE SOUTH 00°43’58” EAST, 1.15 FEET; THENCE SOUTH 89°13’24” WEST, 8.31 FEET; THENCE SOUTH 00°46’36” EAST, 14.85 FEET; THENCE SOUTH 89°16’02” WEST, 15.66 FEET; THENCE SOUTH 00°43’58” EAST, 34.30 FEET; THENCE SOUTH 01°01’23” EAST, 39.73 FEET; THENCE SOUTH 88°58’37” WEST, 20.42 FEET; THENCE NORTH 00°28’57” WEST, 58.65 FEET; THENCE NORTH 88°43’35” EAST, 3.58 FEET; THENCE NORTH 01°16’25” WEST, 31.46 FEET TO THE POINT OF BEGINNING.

PARCEL NB8 HAS AN UPPER PLANE ELEVATION OF 2117.29 FEET.

FURTHER EXCEPTING THEREFROM PARCEL NB10 AS SHOWN IN FILE 111, PAGE 92 OF SURVEYS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE

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DESCRIBED AS FOLLOWS:

PARCEL “1”

COMMENCING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 21; THENCE NORTH 01°28’29” WEST, ALONG THE WEST LINE OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 21, A DISTANCE OF 1175.72 FEET TO A POINT ON THE WESTERLY PROLONGATION OF THE NORTH LINE OF SAID LOT 1; THENCE ALONG SAID WESTERLY PROLONGATION, NORTH 89°23’20” EAST, 107.55 FEET TO A POINT ON THE EASTERLY RIGHT-OF-WAY OF LAS VEGAS BOULEVARD SOUTH; THENCE CONTINUING ALONG THE NORTH LINE OF SAID LOT 1, NORTH 89°23’20” EAST, 937.26 FEET; THENCE DEPARTING SAID NORTH LOT LINE, SOUTH 00°36’40” EAST, 63.05 FEET TO THE POINT OF BEGINNING; THENCE NORTH 89°34’34” EAST, 8.11 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT “A”; THENCE SOUTH 00°07’36” WEST, 16.90 FEET; THENCE SOUTH 89°34’34” WEST, 8.11 FEET; THENCE NORTH 00°07’36” EAST, 16.90 FEET TO THE POINT OF BEGINNING.

PARCEL “1” OF PARCEL NB10 HAS AN UPPER PLANE ELEVATION OF 2117.29 FEET.

TOGETHER WITH THE FOLLOWING DESCRIBED AREA;

PARCEL “2”

BEGINNING AT THE AFOREMENTIONED POINT “A”; THENCE NORTH 89°34’34” EAST, 8.11 FEET; THENCE SOUTH 00°07’36” WEST, 16.90 FEET; THENCE SOUTH 89°34’34” WEST, 8.11 FEET; THENCE NORTH 00°07’36” EAST, 16.90 FEET TO THE POINT OF BEGINNING.

PARCEL “2” OF PARCEL NB10 HAS A LOWER PLANE ELEVATION OF 2111.29 FEET AND AN UPPER PLANE ELEVATION OF 2117.29 FEET.

PARCEL NA HAS AN UPPER PLANE ELEVATION OF 2117.29 FEET.

PARCEL FIFTEEN (15):

EXPLANATION:

THIS LEGAL DESCRIBES PARCEL NA2 AS SHOWN IN FILE 112, PAGE 09 OF SURVEYS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE.

LEGAL DESCRIPTION

PARCEL NA2

A PORTION OF LOT 1 AS SHOWN IN THAT CERTAIN FINAL MAP ENTITLED “THE ALADDIN COMMERCIAL SUBDIVISION” AS RECORDED IN BOOK 96, PAGE 33 OF PLATS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE AND LYING WITHIN A PORTION OF THE NORTHWEST QUARTER (NW 1/4) OF SECTION 21, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 21 BEING A POINT ON THE CENTERLINE OF HARMON AVENUE; THENCE NORTH 89°31’10” EAST ALONG THE SOUTH LINE OF THE

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NORTHWEST CORNER (NW 1/4) OF SAID SECTION 21 AND THE CENTERLINE OF SAID HARMON AVENUE, 315.36 FEET; THENCE DEPARTING SAID SOUTH LINE AND STREET CENTERLINE, NORTH 00°36’27” WEST, 64.70 FEET TO THE NORTHERLY RIGHT-OF-WAY OF SAID HARMON AVENUE; THENCE DEPARTING SAID NORTHERLY RIGHT-OF-WAY AND CONTINUING NORTH 00°36’27” WEST, 155.30 FEET; THENCE NORTH 89°31’10” EAST, 365.00 FEET; THENCE NORTH 00°36’27” WEST, 150.00 FEET; THENCE SOUTH 89°31’10” WEST, 136.35 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING SOUTH 89°31’10” WEST, 271.50 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT “A”; THENCE CONTINUING SOUTH 89°31’10” WEST, 182.15 FEET TO A POINT ON THE EASTERLY RIGHT-OF-WAY OF LAS VEGAS BOULEVARD SOUTH; THENCE ALONG SAID EASTERLY RIGHT-OF-WAY, NORTH 00°36’27” WEST, 691.42 FEET; THENCE NORTH 00°54’27” WEST, 114.38 FEET; THENCE DEPARTING SAID EASTERLY RIGHT-OF-WAY, NORTH 89°23’20” EAST, 995.09 FEET; THENCE SOUTH 00°36’40” EAST, 55.14 FEET; THENCE SOUTH 89°26’04” WEST, 148.98 FEET; THENCE SOUTH 00°36’01” EAST, 47.55 FEET; THENCE SOUTH 89°26’44” WEST, 32.00 FEET; THENCE SOUTH 00°40’41” EAST, 166.27 FEET; THENCE NORTH 75°46’00” WEST, 0.21 FEET; THENCE NORTH 86°40’14” WEST, 59.11 FEET; THENCE SOUTH 83°01’01” WEST, 33.90 FEET; THENCE SOUTH 75°44’49” WEST, 32.54 FEET; THENCE SOUTH 68°21’59” WEST, 31.51 FEET; THENCE SOUTH 61°17’00” WEST, 32.67 FEET; THENCE SOUTH 55°25’35” WEST, 30.03 FEET; THENCE SOUTH 25°15’30” EAST, 17.50 FEET; THENCE SOUTH 65°10’06” EAST, 7.52 FEET; THENCE SOUTH 24°00’35” WEST, 11.67 FEET; THENCE NORTH 65°48’52” WEST, 7.53 FEET; THENCE SOUTH 24°06’10” WEST, 21.38 FEET; THENCE SOUTH 66°35’56” EAST, 4.97 FEET; THENCE SOUTH 24°25’20” WEST, 43.25 FEET; THENCE NORTH 65°34’40” WEST, 12.39 FEET; THENCE SOUTH 89°01’26” WEST, 19.25 FEET; THENCE SOUTH 00°39’39” EAST, 60.07 FEET; THENCE SOUTH 65°31’11” EAST, 4.25 FEET; THENCE SOUTH 24°28’49” WEST, 33.82 FEET; THENCE NORTH 64°54’45” EAST, 3.97 FEET; THENCE SOUTH 02°40’26” WEST, 23.31 FEET; THENCE SOUTH 03°36’30” EAST, 27.47 FEET; THENCE SOUTH 10°37’10” EAST, 27.53 FEET; THENCE SOUTH 13°40’17” EAST, 8.67 FEET; THENCE NORTH 84°42’26” EAST, 3.21 FEET; THENCE SOUTH 12°44’50” EAST, 18.14 FEET; THENCE SOUTH 24°57’05” EAST, 12.99 FEET; THENCE SOUTH 61°19’02” WEST, 0.28 FEET; THENCE SOUTH 64°45’39” WEST, 97.70 FEET; THENCE SOUTH 25°14’21” EAST, 74.12 FEET; THENCE SOUTH 64°18’14” WEST, 61.67 FEET; THENCE SOUTH 00°36’12” EAST, 60.97 FEET TO THE POINT OF BEGINNING.

EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL:

COMMENCING AT THE AFOREMENTIONED POINT “A”; THENCE NORTH 00°39’34” WEST, 1.97 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING NORTH 00°39’34” WEST, 10.80 FEET; THENCE NORTH 89°20’28” EAST, 1.61 FEET; THENCE SOUTH 00°39’34” EAST, 10.80 FEET; THENCE SOUTH 89°20’26” WEST, 1.61 FEET TO THE POINT OF BEGINNING.

THE ABOVE DESCRIBED PARCEL HAS A LOWER PLANE ELEVATION OF 2144.29 FEET AND AN UPPER PLANE ELEVATION OF 2145.29.

FURTHER EXCEPTING THEREFROM THE FOLLOWING PARCELS:

PARCEL NB4 AS SHOWN IN FILE 111, PAGE 91 OF SURVEYS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE DESCRIBED AS FOLLOWS:

A PORTION OF LOT 1 AS SHOWN IN THAT CERTAIN FINAL MAP ENTITLED “THE ALADDIN COMMERCIAL SUBDIVISION” AS RECORDED IN BOOK 96, PAGE 33 OF PLATS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE AND LYING

17

WITHIN A PORTION OF THE NORTHWEST QUARTER (NW 1/4) OF SECTION 21, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 21, BEING A POINT ON THE CENTERLINE OF HARMON AVENUE; THENCE NORTH 89°31’10” EAST ALONG THE SOUTH LINE OF THE NORTHWEST CORNER (NW 1/4) OF SAID SECTION 21 AND THE CENTERLINE OF SAID HARMON AVENUE, 315.36 FEET; THENCE DEPARTING SAID SOUTH LINE AND STREET CENTERLINE, NORTH 00°36’27” WEST, 64.70 FEET TO THE NORTHERLY RIGHT-OF-WAY OF SAID HARMON AVENUE; THENCE DEPARTING SAID NORTHERLY RIGHT-OF-WAY AND CONTINUING NORTH 00°36’27” WEST, 155.30 FEET; THENCE NORTH 89°31’10” EAST, 365.00 FEET; THENCE NORTH 00°36’27” WEST, 150.00 FEET; THENCE SOUTH 89°31’10” WEST, 433.44 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING SOUTH 89°31’10” WEST, 77.92 FEET; THENCE NORTH 00°28’50” WEST, 0.67 FEET; THENCE SOUTH 88°18’38” WEST, 0.59 FEET; THENCE NORTH 00°37’21” WEST, 7.89 FEET; THENCE NORTH 88°16’52” WEST, 1.62 FEET; THENCE NORTH 46°39’43” WEST, 16.82 FEET; THENCE NORTH 00°48’13” WEST, 17.49 FEET; THENCE NORTH 44°55’10” EAST, 17.07 FEET; THENCE SOUTH 79°38’00” EAST, 1.58 FEET; THENCE NORTH 00°21’54” WEST, 14.09 FEET; THENCE SOUTH 89°38’05” WEST, 4.75 FEET; THENCE NORTH 00°33’20” WEST, 47.23 FEET; THENCE NORTH 81°49’18” WEST, 7.02 FEET; THENCE NORTH 00°45’04” WEST, 44.10 FEET; THENCE NORTH 89°45’05” EAST, 11.13 FEET; THENCE NORTH 00°24’46” WEST 6.76 FEET; THENCE NORTH 89°25’28” EAST, 78.69 FEET; THENCE SOUTH 00°45’37” EAST, 162.76 FEET TO THE POINT OF BEGINNING.

PARCEL NB4 HAS A LOWER PLANE ELEVATION OF 2144.29 FEET AND AN UPPER ELEVATION OF INFINITY.

PARCEL NB5 AS SHOWN IN FILE 111, PAGE 88 OF SURVEYS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE DESCRIBED AS FOLLOWS:



COMMENCING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 21; THENCE NORTH 01°28’29” WEST, ALONG THE WEST LINE OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 21, A DISTANCE OF 1175.72 FEET TO A POINT ON THE WESTERLY PROLONGATION OF THE NORTH LINE OF SAID LOT 1; THENCE ALONG SAID WESTERLY PROLONGATION, NORTH 89°23’20” EAST, 107.55 FEET TO A POINT ON THE EASTERLY RIGHT-OF-WAY OF LAS VEGAS BOULEVARD SOUTH; THENCE CONTINUING ALONG THE NORTH LINE OF SAID LOT 1, NORTH 89°23’20” EAST, 246.93 FEET; THENCE DEPARTING SAID NORTH LOT LINE, SOUTH 00°36’40” EAST, 29.89 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 00°46’36” EAST, 24.98 FEET; THENCE SOUTH 89°26’21” WEST, 20.14 FEET; THENCE NORTH 00°33’37” WEST, 8.60 FEET; THENCE SOUTH 89°26’23” WEST, 11.35 FEET; THENCE SOUTH 00°33’37” EAST, 8.60 FEET; THENCE SOUTH 89°31’31” WEST, 32.59 FEET; THENCE SOUTH 01°00’06” EAST, 135.40 FEET; THENCE SOUTH 88°56’33” WEST, 6.03 FEET; THENCE NORTH 00°50’48” WEST, 40.45 FEET; THENCE SOUTH 89°09’12” WEST, 37.37 FEET; THENCE SOUTH 47°07’07” WEST, 60.66 FEET; THENCE SOUTH 89°08’03” WEST, 1.67 FEET; THENCE SOUTH 00°51’57” EAST, 2.48 FEET; THENCE SOUTH 89°08’03” WEST, 15.40 FEET; THENCE NORTH 45°06’44” WEST, 11.67 FEET; THENCE NORTH 00°41’40” WEST, 15.49 FEET; THENCE NORTH 44°39’23” EAST, 14.74 FEET; THENCE NORTH 89°22’28” EAST, 5.69 FEET; THENCE NORTH 05°16’55” EAST, 54.19 FEET; THENCE SOUTH 89°10’56” WEST, 4.06 FEET; THENCE NORTH 45°11’33”

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WEST, 4.59 FEET TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 13.91 FEET, FROM WHICH THE RADIUS BEARS NORTH 39°50’17” WEST, THENCE NORTHWESTERLY ALONG SAID CURVE TO THE RIGHT THROUGH A CENTRAL ANGLE OF 167°59’03”, AN ARC LENGTH OF 40.78 FEET TO A POINT OF NON-TANGENCY TO WHICH A RADIAL LINE BEARS NORTH 51°51’14” WEST; THENCE ALONG A NON-TANGENT LINE NORTH 44°52’42” WEST, 4.64 FEET; THENCE NORTH 00°35’26” WEST, 34.07 FEET; THENCE NORTH 43°59’53” EAST, 7.54 FEET; THENCE NORTH 88°49’23” EAST, 26.50 FEET; THENCE NORTH 01°10’37” WEST, 9.22 FEET; THENCE NORTH 89°16’16” EAST, 153.53 FEET TO THE POINT OF BEGINNING.

PARCEL NB5 HAS A LOWER PLANE ELEVATION OF 2144.29 FEET AND AN UPPER ELEVATION OF INFINITY.

PARCEL NB13 AS SHOWN IN FILE 111, PAGE 95 OF SURVEYS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE, DESCRIBED AS FOLLOWS:

A CYLINDER HAVING A 32.09 FOOT RADIUS BEING A PORTION OF LOT 1 AS SHOWN IN THAT CERTAIN FINAL MAP ENTITLED “THE ALADDIN COMMERCIAL SUBDIVISION” AS RECORDED IN BOOK 96, PAGE 0033 OF PLATS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE AND LYING WITHIN A PORTION OF THE NORTHWEST QUARTER (NW 1/4) OF SECTION 21, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 21, BEING A POINT ON THE CENTERLINE OF HARMON AVENUE; THENCE NORTH 89°31’10” EAST ALONG THE SOUTH LINE OF THE NORTHWEST CORNER OF SAID SECTION 21 AND THE CENTERLINE OF SAID HARMON AVENUE, 315.36 FEET; THENCE DEPARTING SAID SOUTH LINE AND STREET CENTERLINE, NORTH 00°36’27” WEST, 64.70 FEET TO THE NORTHERLY RIGHT-OF-WAY OF SAID HARMON AVENUE; THENCE DEPARTING SAID NORTHERLY RIGHT-OF-WAY AND CONTINUING NORTH 00°36’27” WEST, 155.30 FEET; THENCE NORTH 89°31’10” EAST, 365.00 FEET; THENCE NORTH 00°36’27” WEST, 150.00 FEET; THENCE SOUTH 89°31’10” WEST, 590.00 FEET TO THE EAST RIGHT-OF-WAY OF LAS VEGAS BOULEVARD SOUTH; THENCE ALONG SAID EASTERLY RIGHT-OF-WAY, NORTH 00°36’27” WEST, 373.97 FEET; THENCE DEPARTING SAID EASTERLY RIGHT-OF-WAY, NORTH 89°23’33” EAST, 507.55 FEET TO THE RADIUS POINT OF SAID CYLINDER AND BEING THE POINT OF BEGINNING.

PARCEL NB13 HAS A LOWER PLANE ELEVATION OF 2144.29 FEET AND AN UPPER PLANE ELEVATION OF 2171.85 FEET.


PARCEL NA2 HAS A LOWER PLANE ELEVATION OF 2144.29 FEET AND AN UPPER ELEVATION OF INFINITY.

PARCEL SIXTEEN (16):

EXPLANATION:

THIS LEGAL DESCRIBES PARCEL NA14 AS SHOWN IN FILE 112, PAGE 11 OF SURVEYS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE.

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LEGAL DESCRIPTION

PARCEL NA14

A PORTION OF LOT 1 AS SHOWN IN THAT CERTAIN FINAL MAP ENTITLED “THE ALADDIN COMMERCIAL SUBDIVISION” AS RECORDED IN BOOK 96, PAGE 33 OF PLATS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE AND LYING WITHIN A PORTION OF THE NORTHWEST QUARTER (NW 1/4) OF SECTION 21, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 21 BEING A POINT ON THE CENTERLINE OF HARMON AVENUE; THENCE NORTH 89°31’10” EAST ALONG THE SOUTH LINE OF THE NORTHWEST CORNER OF SAID SECTION 21 AND THE CENTERLINE OF SAID HARMON AVENUE, 315.36 FEET; THENCE DEPARTING SAID SOUTH LINE AND STREET CENTERLINE, NORTH 00°36’27” WEST, 64.70 FEET TO THE NORTHERLY RIGHT-OF-WAY OF SAID HARMON AVENUE; THENCE DEPARTING SAID NORTHERLY RIGHT-OF-WAY AND CONTINUING NORTH 00°36’27” WEST, 155.30 FEET; THENCE NORTH 89°31’10” EAST, 365.00 FEET; THENCE NORTH 00°36’27” WEST, 150.00 FEET; THENCE SOUTH 89°31’10” WEST, 459.06 FEET; THENCE NORTH 00°28’50” WEST, 1.81 FEET TO A POINT HEREINAFTER REFERRED AS POINT NO. 1, SAME POINT BEING THE POINT OF BEGINNING; THENCE NORTH 00°39’34” WEST, 10.80 FEET; THENCE NORTH 89°20’26” EAST, 52.83 FEET; THENCE SOUTH 00°39’34” EAST, 10.80 FEET; THENCE SOUTH 89°20’26” WEST, 52.83 FEET TO POINT OF BEGINNING.

THE ABOVE DESCRIBED AREA HAS A LOWER PLANE ELEVATION OF 2117.29 FEET AND AN UPPER PLANE ELEVATION OF 2145.29 FEET.

EXCEPTING THEREFROM THE FOLLOWING DESCRIBED AREA:

BEGINNING AT THE AFOREMENTIONED POINT NO. 1; THENCE NORTH 00°39’34” WEST, 10.80 FEET; THENCE NORTH 89°20’26” EAST, A SLOPE DISTANCE OF 16.41 FEET AT A VERTICAL ANGLE ABOVE THE HORIZON OF 33°15’50” TO A POINT HEREINAFTER REFERRED TO AS POINT NO. 2; THENCE SOUTH 00°39’34” EAST, 10.80 FEET; THENCE SOUTH 89°20’26” WEST, A SLOPE DISTANCE OF 16.41 FEET AT A VERTICAL ANGLE BELOW THE HORIZON OF 33°15’50” TO THE POINT OF BEGINNING.

THE ABOVE DESCRIBED AREA HAS A LOWER PLANE ELEVATION OF 2117.29 FEET AND AN UPPER PLANE ELEVATION OF 2126.29 FEET.

EXCEPTING THEREFROM THE FOLLOWING DESCRIBED AREA:

BEGINNING AT THE AFOREMENTIONED POINT NO. 2; THENCE NORTH 89°20’26” EAST, 7.11 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT NO. 3; THENCE SOUTH 00°39’34” EAST, 10.80 FEET; THENCE SOUTH 89°20’26” WEST, 7.11 FEET; THENCE NORTH 00°39’34” WEST, 10.80 FEET TO THE POINT OF BEGINNING.

THE ABOVE DESCRIBED AREA HAS A LOWER PLANE ELEVATION OF 2117.29 FEET AND AN UPPER PLANE ELEVATION OF 2126.29 FEET.

EXCEPTING THEREFROM THE FOLLOWING DESCRIBED AREA:

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BEGINNING AT THE AFOREMENTIONED POINT NO. 3; THENCE NORTH 89°20’26” EAST, A SLOPE DISTANCE OF 17.09 FEET AT A VERTICAL ANGLE ABOVE THE HORIZON OF 31°46’28” TO A POINT HEREINAFTER REFERRED TO AS POINT NO. 4; THENCE SOUTH 00°39’34” EAST, 10.80 FEET; THENCE SOUTH 89°20’26” WEST, A SLOPE DISTANCE OF 17.09 FEET AT A VERTICAL ANGLE BELOW THE HORIZON OF 31°46’28”; THENCE NORTH 00°39’34” WEST, 10.80 FEET TO THE POINT OF BEGINNING.

THE ABOVE DESCRIBED AREA HAS A LOWER PLANE ELEVATION OF 2126.29 FEET AND AN UPPER PLANE ELEVATION OF 2136.29 FEET.

EXCEPTING THEREFROM THE FOLLOWING DESCRIBED AREA:

BEGINNING AT THE AFOREMENTIONED POINT NO. 4; THENCE NORTH 89°20’26” EAST, 2.94 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT NO. 5; THENCE SOUTH 00°39’34” EAST, 10.80 FEET; THENCE SOUTH 89°20’26” WEST, 2.94 FEET; THENCE NORTH 00°39’34” WEST, 10.80 FEET TO THE POINT OF BEGINNING.

THE ABOVE DESCRIBED AREA HAS A LOWER PLANE ELEVATION OF 2117.29 FEET AND AN UPPER PLANE ELEVATION OF 2136.29.

TOGETHER WITH THE FOLLOWING DESCRIBED AREA:

BEGINNING AT THE AFOREMENTIONED POINT NO. 5; THENCE NORTH 89°20’26” EAST, A SLOPE DISTANCE OF 17.09 FEET AT A VERTICAL ANGLE ABOVE THE HORIZON OF 31°46’28”; THENCE SOUTH 00°39’34” EAST, 10.80 FEET; THENCE SOUTH 89°20’26” WEST, A SLOPE DISTANCE OF 17.09 FEET AT A VERTICAL ANGLE BELOW THE HORIZON OF 31°46’28”; THENCE NORTH 00°39’34” WEST, 10.80 FEET TO THE POINT OF BEGINNING.

THE ABOVE DESCRIBED AREA HAS A LOWER PLANE ELEVATION OF 2136.29 FEET AND AN UPPER PLANE ELEVATION OF 2145.29 FEET.

PARCEL SEVENTEEN (17):

EXPLANATION:

THIS LEGAL DESCRIBES PARCEL NA1 AS SHOWN IN FILE 112, PAGE 10 OF SURVEYS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE.

LEGAL DESCRIPTION

PARCEL NA1

A PORTION OF LOT 1 AS SHOWN IN THAT CERTAIN FINAL MAP ENTITLED “THE ALADDIN COMMERCIAL SUBDIVISION” AS RECORDED IN BOOK 96, PAGE 33 OF PLATS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE AND LYING WITHIN A PORTION OF THE NORTHWEST QUARTER (NW 1/4) OF SECTION 21, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 21 BEING A POINT ON THE CENTERLINE OF HARMON AVENUE; THENCE NORTH 89°31’10” EAST ALONG THE SOUTH LINE OF THE NORTHWEST CORNER OF SAID SECTION 21 AND THE CENTERLINE OF SAID

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HARMON AVENUE, 315.36 FEET; THENCE DEPARTING SAID SOUTH LINE AND STREET CENTERLINE, NORTH 00°36’27” WEST, 64.70 FEET TO THE NORTHERLY RIGHT-OF-WAY OF SAID HARMON AVENUE; THENCE DEPARTING SAID NORTHERLY RIGHT-OF-WAY AND CONTINUING NORTH 00°36’27” WEST, 155.30 FEET; THENCE NORTH 89°31’10” EAST, 365.00 FEET; THENCE NORTH 00°36’27” WEST, 150.00 FEET; THENCE SOUTH 89°31’10” WEST, 511.36 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING SOUTH 89°31’10” WEST, 78.64 FEET TO A POINT ON THE EASTERLY RIGHT-OF-WAY OF LAS VEGAS BOULEVARD SOUTH; THENCE ALONG SAID EASTERLY RIGHT-OF-WAY, NORTH 00°36’27” WEST, 691.42 FEET; THENCE NORTH 00°54’27” WEST, 114.38 FEET; THENCE DEPARTING SAID EASTERLY RIGHT-OF-WAY, NORTH 89°23’20” EAST, 995.09 FEET; THENCE SOUTH 00°36’40” EAST, 55.14 FEET; THENCE SOUTH 89°26’04” WEST, 238.13 FEET; THENCE NORTH 00°36’12” WEST, 24.94 FEET; THENCE SOUTH 89°24’05” WEST, 171.48 FEET; THENCE NORTH 01°02’20” WEST, 6.54 FEET; THENCE SOUTH 89°21’55” WEST, 41.81 FEET; THENCE SOUTH 00°23’47” EAST, 6.50 FEET; THENCE SOUTH 89°21’10” WEST, 30.06 FEET; THENCE SOUTH 00°27’18” WEST, 25.12 FEET; THENCE SOUTH 89°26’12” WEST, 266.06 FEET; THENCE NORTH 00°46’36” WEST, 24.98 FEET; THENCE SOUTH 89°16’16” WEST, 153.53 FEET; THENCE SOUTH 01°10’37” EAST, 9.22 FEET; THENCE SOUTH 88°49’23” WEST, 26.50 FEET; THENCE SOUTH 43°59’53 WEST, 7.54 FEET; THENCE SOUTH 00°35’26” EAST, 34.07 FEET; THENCE SOUTH 44°52’42” EAST, 4.64 FEET TO THE BEGINNING OF A NON-TANGENT CURVE, CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 13.91 FEET, FROM WHICH A RADIAL LINE BEARS SOUTH 51°51’14” EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE TO THE LEFT THROUGH A CENTRAL ANGLE OF 167°59’03”, AN ARC LENGTH OF 40.78 FEET TO A POINT OF NON-TANGENCY, A RADIAL LINE TO SAID POINT BEARS SOUTH 39°50’17” EAST; THENCE ALONG A NON-TANGENT LINE SOUTH 45°11’33” EAST, 4.59 FEET; THENCE NORTH 89°10’56” EAST, 4.06 FEET; THENCE SOUTH 05°16’55” WEST, 54.19 FEET; THENCE SOUTH 89°22’28” WEST, 5.69 FEET; THENCE SOUTH 44°39’23” WEST, 14.74 FEET; THENCE SOUTH 00°41’40” EAST, 15.49 FEET; THENCE SOUTH 45°06’44” EAST, 11.67 FEET; THENCE NORTH 89°08’03” EAST, 15.40 FEET; THENCE SOUTH 00°51’57” EAST, 3.09 FEET; THENCE SOUTH 45°34’44” EAST, 20.69 FEET; THENCE NORTH 89°51’51” EAST, 7.08 FEET; THENCE NORTH 00°36’08” WEST, 10.54 FEET; THENCE NORTH 89°22’51” EAST, 8.64 FEET; THENCE SOUTH 00°51’36” EAST, 6.32 FEET; THENCE NORTH 89°23’00” EAST, 70.00 FEET; THENCE NORTH 00°37’00” WEST, 2.46 FEET; THENCE NORTH 89°21’39” EAST, 42.47 FEET; THENCE SOUTH 00°34’21” EAST, 2.48 FEET; THENCE NORTH 89°23’00” EAST, 9.86 FEET; THENCE NORTH 00°43’19” WEST, 22.52 FEET; THENCE NORTH 89°15’40” EAST, 8.51 FEET; THENCE SOUTH 00°42’30” EAST, 2.77 FEET; THENCE NORTH 89°17’30” EAST, 109.10 FEET; THENCE NORTH 01°05’27” WEST, 2.82 FEET; THENCE NORTH 89°48’50” EAST, 8.27 FEET; THENCE SOUTH 65°42’02” EAST, 42.12 FEET; THENCE SOUTH 25°03’42” WEST, 5.05 FEET; THENCE SOUTH 65°27’22” EAST, 25.40 FEET; THENCE NORTH 11°28’05” EAST, 0.61 FEET; THENCE SOUTH 65°22’40” EAST, 39.03 FEET; THENCE SOUTH 24°17’06” WEST, 24.04 FEET; THENCE SOUTH 63°36’49” EAST, 9.33 FEET; THENCE SOUTH 01°01’35” WEST, 10.31 FEET; THENCE SOUTH 25°00’58” WEST, 43.66 FEET; SOUTH 65°55’32” EAST, 27.15 FEET; THENCE SOUTH 24°20’07” WEST, 74.69 FEET; THENCE SOUTH 45°12’47” WEST, 2.26 FEET; THENCE SOUTH 45°48’06” EAST, 19.04 FEET; THENCE NORTH 89°40’45” EAST, 3.70 FEET; THENCE NORTH 04°12’09” EAST, 1.49 FEET; THENCE NORTH 88°19’56” EAST, 4.28 FEET; THENCE SOUTH 00°41’26” EAST, 62.53 FEET; THENCE SOUTH 89°37’37” WEST, 8.30 FEET; THENCE SOUTH 00°36’39” EAST, 60.49 FEET; THENCE SOUTH 64°40’35” WEST, 16.80 FEET; THENCE SOUTH 25°41’08” EAST, 60.80 FEET; THENCE SOUTH 64°22’54” WEST, 87.94 FEET; THENCE NORTH 24°50’35” WEST, 3.46 FEET; THENCE SOUTH 65°09’25” WEST, 6.45 FEET; THENCE SOUTH 24°50’35” EAST, 3.51 FEET; THENCE SOUTH 64°23’08” WEST, 139.31 FEET; THENCE NORTH 25°54’06” WEST, 37.43 FEET; THENCE SOUTH 89°01’31”

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WEST, 19.00 FEET; THENCE NORTH 00°44’18” WEST, 34.11 FEET; THENCE SOUTH 88°58’21” WEST, 2.57 FEET; THENCE NORTH 00°19’14” EAST, 2.01 FEET; THENCE SOUTH 89°26’21” WEST, 133.64 FEET; THENCE SOUTH 00°24’46” EAST, 34.83 FEET; THENCE SOUTH 89°45’05” WEST, 11.13 FEET; THENCE SOUTH 00°45’04” EAST, 44.10 FEET; THENCE SOUTH 81°49’18” EAST, 7.02 FEET; THENCE SOUTH 00°33’20” EAST, 47.23 FEET; THENCE NORTH 89°38’05” EAST, 4.75 FEET; THENCE SOUTH 00°21’54” EAST, 14.09 FEET; THENCE NORTH 79°38’00” WEST, 1.58 FEET; THENCE SOUTH 44°55’10” WEST, 17.07 FEET; THENCE SOUTH 00°48’13” EAST, 17.49 FEET; THENCE SOUTH 46°39’43” EAST, 16.82 FEET; THENCE SOUTH 88°16’52” EAST, 1.62 FEET; THENCE SOUTH 00°37’21” EAST, 7.89 FEET; THENCE NORTH 88°18’38” EAST, 0.59 FEET; THENCE SOUTH 00°28’50” EAST, 0.67 FEET TO THE POINT OF BEGINNING.

PARCEL NA1 HAS A LOWER PLANE ELEVATION OF 2117.29 FEET AND AN UPPER PLANE ELEVATION OF 2144.29 FEET.

PARCEL EIGHTEEN (18):

A NON-EXCLUSIVE EASEMENT FOR PEDESTRIAN AND VEHICULAR INGRESS, EGRESS, PARKING, UTILITIES, MAINTENANCE AND OTHER USES AS PROVIDED FOR IN THAT CERTAIN “CONSTRUCTION, OPERATION AND RECIPROCAL EASEMENT AGREEMENT” BY AND BETWEEN ALADDIN GAMING, LLC, ALADDIN BAZAAR, LLC AND ALADDIN MUSIC HOLDINGS, LLC, RECORDED MARCH 2, 1998 IN BOOK 980302 AS INSTRUMENT NO. 00003 AND RE-RECORDED MARCH 24, 1998 IN BOOK 980324 AS INSTRUMENT NO. 01111 AND RE-RECORDED MAY 29, 1998 IN BOOK 980529 AS INSTRUMENT NO. 02358 AND RE-RECORDED OCTOBER 22, 1998 IN BOOK 981022 AS INSTRUMENT NO. 00509 AS AMENDED BY MEMORANDUM OF AMENDMENT AND RATIFICATION OF REA RECORDED NOVEMBER 20, 2000 IN BOOK 20001120 AS INSTRUMENT NO. 00858, AS AMENDED BY SECOND AMENDMENT OF CONSTRUCTION, OPERATION RECIPROCAL EASEMENT AGREEMENT RECORDED MARCH 31, 2003 IN BOOK 20030331 AS INSTRUMENT NO. 04875, AS ASSIGNED BY “ASSIGNMENT AND ASSUMPTION OF RECIPROCAL EASEMENT AGREEMENT” RECORDED SEPTEMBER 1, 2004 IN BOOK 20040901 AS INSTRUMENT NO. 00285 OF OFFICIAL RECORDS, AS MODIFIED BY A DOCUMENT DECLARING MODIFICATIONS THEREOF RECORDED NOVEMBER 17, 2005 IN BOOK 20051117 AS INSTRUMENT NO. 05802 OF OFFICIAL RECORDS OF CLARKS COUNTY, NEVADA.

PARCEL NINETEEN (19):

A NON-EXCLUSIVE RIGHT TO USE THAT CERTAIN MULTI-LEVEL PARKING STRUCTURE AND SURFACE-LEVEL PARKING FACILITIES AS SET FORTH IN THAT CERTAIN “MEMORANDUM OF COMMON PARKING AREA USE AGREEMENT” BY AND BETWEEN ALADDIN GAMING, LLC AND ALADDIN BAZAAR, LLC RECORDED MARCH 2, 1998 IN BOOK 980302 AS INSTRUMENT NO. 00005 AND RE-RECORDED MAY 29, 1998 IN BOOK 980529 AS INSTRUMENT NO. 02360 OF OFFICIAL RECORDS, CLARK COUNTY, NEVADA RECORDS.

NOTE: THE ABOVE METES AND BOUNDS LEGAL DESCRIPTION APPEARED PREVIOUSLY IN THAT CERTAIN DOCUMENT RECORDED SEPTEMBER 1, 2004 IN BOOK 20040901 AS INSTRUMENT NO. 00286 OF OFFICIAL RECORDS, CLARK COUNTY, NEVADA.

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EX-10.36

Exhibit 10.36

ASSIGNMENT OF CONTRACTS, OPERATING PERMITS AND
CONSTRUCTION PERMITS

ASSIGNMENT OF CONTRACTS, OPERATING PERMITS AND CONSTRUCTION PERMITS (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Assignment”), dated as of November 30, 2006, made by PH FEE OWNER LLC, a Delaware limited liability company, and OPBIZ, L.L.C., a Nevada limited liability company, each having its principal place of business at c/o OpBiz, L.L.C., 3667 Las Vegas Boulevard South, Las Vegas, Nevada 89109 (individually or collectively as the context may require, “Borrower”), in favor of COLUMN FINANCIAL, INC., a Delaware corporation having an address at 11 Madison Avenue, 9th Floor, New York, New York 10010 (“Lender”).

RECITALS

WHEREAS, this Assignment is given in connection with a loan in the principal sum of up to Eight Hundred Twenty Million and No/100 Dollars ($820,000,000) (the “Loan”) made by Lender to Borrower pursuant to that certain Loan Agreement, dated as of the date hereof (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Loan Agreement”) and evidenced by that certain Promissory Note, dated the date hereof, given by Borrower to Lender (as amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Note”).

WHEREAS, payment of the Debt and the performance of all of Borrower’s obligations under the Note, the Loan Agreement and the other Loan Documents are secured by, inter alia, that certain Deed of Trust, Security Agreement, Assignment of Leases and Rents, Financing Statement and Fixture Filing dated as of the date hereof (as amended, modified or supplemented from time to time, the “Security Instrument”) encumbering, among other things, certain real property and improvements located at Las Vegas Boulevard and Harmon Avenue in Clark County, Nevada, commonly known on the date hereof as Aladdin Hotel and Casino (the “Property”), and the personal property described therein.

WHEREAS, Borrower desires to further secure the payment of the Debt and the performance of all of its obligations under the Note, the Loan Agreement and the other Loan Documents.

WHEREAS, this Assignment is given pursuant to the Loan Agreement, and payment, fulfillment, and performance by Borrower of its obligations thereunder and under the other Loan Documents is secured hereby, and each and every term and provision of the Loan Agreement and the Note, including the rights, remedies, obligations, covenants, conditions, agreements, indemnities, representations and warranties therein, are hereby incorporated by reference herein as though set forth in full and shall be considered a part of this Assignment.

WHEREAS, capitalized terms used herein and not otherwise defined herein shall have the respective meanings specified in the Loan Agreement.

NOW THEREFORE, in consideration of the making of the Loan by Lender and the covenants, agreements, representations and warranties set forth in this Assignment, and without

limiting the provisions of the Security Instrument, Borrower hereby irrevocably, absolutely and unconditionally assigns and transfers to Lender, its successors and assigns, as collateral security for the Debt and the Obligations (as defined in the Security Instrument), all of Borrower’s right, title and interest in, to and under:

(A)          the Management Agreement, the License Agreement, and, to the extent assignable, any and all other contracts and agreements with architects, engineers, contractors, subcontractors, management agents, leasing agents, sales agents, service and maintenance agents and providers, and other third parties (collectively, the “Contracting Parties” or, singularly, a “Contracting Party”), whether now existing or hereafter arising, relating to the design, construction, ownership, use, occupancy, possession, management, operation, leasing, sale, service, maintenance or repair of, or otherwise in respect of, the Property, including, without limitation, architect agreements, engineering agreements, construction contracts, subcontractor agreements, management agreements, leasing agreements, sales agency agreements, service contracts, equipment leases and personal property leases, including all warranties and guarantees (collectively, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “Contracts” or, singularly, a “Contract”) including, without limitation, the following:

(i)            all of the right, title and interest of Borrower in, to and under any and all guaranties and/or warranties and any and all options, licenses, and other agreements now or subsequently executed or created by or on behalf of Borrower with respect to the Contracts; and

(ii)           the rights of Borrower under the Contracts to receive and collect any monies or other benefits or sums due or to become due or to which   Borrower may now or shall hereafter become entitled or may demand or claim under the Contracts; and

(iii)          all of the right, power and authority of Borrower to alter, modify, amend or change in any material respect the terms, conditions and provisions of the Contracts or to surrender, cancel or terminate the same or to accept any surrender, cancellation or termination of the same; and

(iv)          all of the rights, powers and privileges of Borrower under the Contracts, including, without limitation, the right to sue for enforcement of the provisions thereof or to seek damages for a breach thereof or indemnification thereunder, whether heretofore or hereafter existing;

(B)           to the extent assignable under applicable law, any and all Operating Permits (as defined in the Loan Agreement), Construction Permits (as defined in the Loan Agreement) permits, licenses, franchises, certificates, consents and approvals (including, without limitation, all agreements, certificates of use and occupancy (or their equivalent) and applications and approvals issued by any Governmental Authority and all building, construction, land use, environmental, utility agreements or other franchises, approvals, consents and authorizations (including, but not limited to liquor and food licenses and business licenses and approvals from any applicable Governmental Authority) required for or useful in connection with the ownership, use, occupation or operation of the Property and the transactions provided for in the Loan

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Agreement and the other Loan Documents) relating to the design, construction, ownership, use, occupancy, management, operation, leasing, sale, maintenance or repair of, or otherwise in respect of, the Property, whether now existing or hereafter arising (collectively, the “Permits and Licenses”);

(C)           to the extent assignable, any and all warranties and guaranties relating to the Property or to any fixtures, equipment or personal property owned by Borrower and located on and/or used in connection with the Property, whether now existing or hereafter arising;

(D)          to the extent assignable, any and all plans, specifications, drawings, insurance policies, warranties, guaranties, indemnities, appraisals, engineering, environmental, soil, and/or other reports and studies, tenant lists, books, records, correspondence, files and advertising and marketing materials, and other documents or instruments, relating to the Property, whether now existing or hereafter arising; and

(E)           any and all cash and non-cash proceeds of any of the foregoing, and all claims of Borrower with respect thereto, together with all right, title and interest of Borrower in and to any and all extensions and renewals of any of the foregoing.

The Contracts, together with the items referred to in the foregoing paragraphs (B), (C), (D) and (E), are sometimes collectively referred to herein as the “General Intangibles”.

This Assignment is made upon the following terms and conditions:

1.             Representations and Warranties.  Borrower represents and warrants to Lender that:

(a)           Borrower has not assigned or granted, and will not assign or grant, a security interest in any of the General Intangibles to anyone other than Lender.

(b)           All sums due and payable to any Contracting Party by Borrower under the related Contracts have been paid in full.

(c)           Borrower’s interest in the General Intangibles is not subject to any claim, setoff, lien, deduction or encumbrance of any nature (other than the encumbrance created hereby and the encumbrances created by the Security Instrument and the other Loan Documents), and no other Person has any right, title or interest in the General Intangibles.

(d)           Borrower has full power and authority to make this Assignment, without the need for any consent that has not been obtained.

(e)           Neither Borrower nor, to Borrower’s knowledge, any Contracting Party is in default under any of the terms, covenants or provisions of any Contract and Borrower knows of no event which, but for the passage of time or the giving of notice or both, would constitute an event of default under any Contract by Borrower or any Contracting Party.

(f)            Neither Borrower nor any Contracting Party has commenced any action or given or received any notice for the purpose of terminating any Contract, and the Contracts and,

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to the extent applicable, the General Intangibles are in full force and effect and have not been modified, amended or assigned (other than pursuant to this Assignment).

(g)           As of the date hereof, the Permits and Licenses set forth on Exhibit A attached to this Assignment are all of the Permits and Licenses in effect with respect to the Property (none of which have been amended, modified or otherwise changed in any way), true, correct and complete copies of all such Permits and Licenses have been delivered to Lender, and Borrower shall from time to time, promptly after Lender’s request therefor, update such Exhibit A so that the same is a current and complete list as of the time in question of all Permits and Licenses then in existence and deliver copies of the same to Lender.

(h)           Borrower has not performed any act or executed any instrument that might prevent Lender from operating under any of the terms and conditions hereof, or that would limit Lender in such operation.

2.             Certain Covenants.  Borrower covenants and agrees with Lender as follows:

(a)           Borrower shall and shall cause its employees, agents and contractors to (i) at all times comply with, cause compliance with, make all payments required by, and otherwise perform and discharge all of its covenants, obligations, agreements, and conditions under the Contracts, (ii) secure or enforce all of its rights under the Contracts, and (iii) in a commercially reasonable manner, enforce or secure the performance of all covenants, obligations, agreements and conditions to be performed and discharged by any Contracting Party under the Contracts.

(b)           Borrower shall not enter into any material Contracts or other General Intangibles or make any material changes in or amendments to any of the Contracts or other General Intangibles without the prior written consent of Lender, which consent shall not be unreasonably withheld, provided, that notwithstanding the foregoing, Lender’s consent shall not be required with respect to any new Contract or any changes in or amendments to any Contract if (i) such Contract does not relate to the design, construction or overall management or operation of the Property, (ii) such Contract is terminable without cause and without payment of any penalty or termination fee on not more than thirty (30) days’ notice and (iii) the Contracting Party under such Contract does not have any right, by reason of applicable law or otherwise, to assert a lien against the Property;

(c)           Borrower shall not tender or accept a surrender or cancellation of any of the General Intangibles without the prior written consent of Lender where such surrender or cancellation would adversely affect the Property or adversely affect Lender’s interest therein or Lender’s security or where such surrender or cancellation would violate the terms of any Loan Document;

(d)           Borrower shall not (a) waive, excuse, condone or in any manner release or discharge (in whole or in part) any party to the Contracts from any material claim or any material obligation, covenant, condition or agreement to be performed by it under the Contracts, (b) fail to exercise promptly and diligently any of the material  rights that it may have under the Contracts, or (c) fail to deliver promptly to Lender a copy of each demand or notice given or received by it,

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or its employees, agents or contractors, relating in any way to a material provision of the Contracts;

(e)           Borrower shall promptly provide to Lender a true, correct and complete copy of each Contract promptly after it has been executed and delivered by the parties thereto;

(f)            Borrower shall promptly provide to Lender copies of all changes in or amendments to any Contract whether or not Lender’s consent thereto is required pursuant to Section 2(b) above and Borrower shall promptly notify Lender in writing of any surrender or cancellation of any Contract whether or not Lender’s consent thereto is required pursuant to Section 2(c) above;

(g)           Borrower shall give immediate notice to Lender of any notice of default served by or upon Borrower with respect to its obligations under any of the Contracts or the other General Intangibles and, at the sole cost and expense of Borrower, shall enforce or secure the performance of each and every material obligation of the Contracting Parties to be kept or performed under the Contracts; and

(h)           Borrower, at its expense, shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect and maintain to the extent commercially reasonable under the circumstances the Permits and Licenses in the ordinary course of business and to cooperate with Lender in assigning the Permits and Licenses (and in obtaining the consent of any Governmental Authority to such assignments) or having new permits and licenses issued to Lender or a third party designated by Lender in the event of a foreclosure, deed in lieu of foreclosure or other transfer of the Property, in accordance with the terms and provisions of the Loan Documents.  Notwithstanding this Assignment, Lender shall have no obligations or liability of any kind under or with respect to the Permits and Licenses, either before or after its exercise of any rights hereby granted to it, and Borrower agrees to save and hold Lender harmless of and from, and to indemnify and defend it against, any and all such obligations and liabilities, contingent or otherwise, now existing or later arising.

3.             Defense of Claims; Borrower Obligations; Indemnification.  Borrower covenants and agrees to appear in and defend, at Borrower’s sole cost and expense, any action or proceeding arising under, growing out of or in any manner connected with the General Intangibles or the obligations, duties or liabilities of Borrower under the General Intangibles, and to pay all actual reasonable costs and expenses of Lender, including, reasonable attorneys’ fees and expenses, in any such action or proceeding in which Lender may appear.  Neither this Assignment nor any action or actions on the part of Lender (including, without limitation, any assumption by Lender of the rights and obligations under the General Intangibles pursuant to the provisions of Section 5) shall relieve Borrower of any of its obligations under the General Intangibles and Borrower shall continue to be primarily liable for all obligations thereunder, Borrower hereby agreeing to perform each and all of its obligations under the General Intangibles.  Borrower hereby agrees to protect, defend, indemnify and hold Lender free and harmless from and against any and all loss, cost, liability or expense (including, but not limited to, reasonable attorneys’ fees and costs and reasonable accountants’ fees and costs) resulting from any failure of Borrower to so perform under the General Intangibles.

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4.             Event of Default.  It shall be an Event of Default hereunder: (a) upon the breach by Borrower of any negative covenant or condition hereof; (b) upon the failure by Borrower in the performance or observance of any affirmative covenant or condition hereof and the continuance of such failure for thirty (30) days (or such shorter period of time provided under any other Loan Document) after notice of such default from Lender (provided that no such notice of default shall be required if such failure by Borrower is a default under any other Loan Document and such other Loan Document does not require the giving of notice prior to the same constituting an Event of Default thereunder); and (c) if any representation or warranty made by Borrower herein shall have been false or misleading in any material respect as of the date the representation or warranty was made.

5.             Certain Rights and Remedies of Lender.  In addition to any of Lender’s rights and remedies at law or in equity, upon the occurrence of an Event of Default hereunder or under any of the other Loan Documents, (i) Borrower shall not enter into, modify, amend or terminate any Contracts without the prior written consent of Lender and (ii) Lender may, but shall not be obligated to, assume any or all of the obligations of Borrower under any or all of the Contracts and/or exercise any or all of the rights, benefits and privileges of Borrower under any or all of the General Intangibles.  Without limiting the generality of the foregoing, upon the occurrence of an Event of Default hereunder or under any of the other Loan Documents, Lender may give notice to any or all of the Contracting Parties, either requiring the Contracting Party to continue performance under its Contract or, alternatively, terminating the Contract.  This Assignment shall constitute a direction to and full authority to the Contracting Parties under the Contracts to act at Lender’s written direction and otherwise perform on Lender’s behalf under the Contracts, without proof of the Event of Default relied upon.  The Contracting Parties shall be entitled to rely upon written notice from Lender that Lender has assumed all of the rights and obligations of Borrower under the applicable Contract(s) without any inquiry into whether Borrower is in default hereunder or under any of the other Loan Documents.  Lender’s notice to any Contracting Party to continue performance under its Contract may specify (although Lender shall have no obligation to so specify) that Lender has elected to assume all the rights and obligations of Borrower under such Contract.  Under no circumstances shall Lender be deemed by any party to have assumed Borrower’s rights and obligations under a Contract unless and until such written notice is delivered to the Contracting Party in accordance with the foregoing provision.  Lender shall not be liable for any acts, omissions or defaults occurring or arising under any Contract prior to Lender’s assumption of such Contract, and Borrower hereby indemnifies Lender for any liability to which Lender may be exposed due to any such prior act, omission or default.  The exercise of any rights under this Assignment by Lender shall not cure or waive any Default or Event of Default, or invalidate any act done pursuant hereto or pursuant to any other Loan Documents, but shall be cumulative of all other rights and remedies under this Assignment and the other Loan Documents.

6.             Right to Cure.  Upon the occurrence of an Event of Default hereunder or under any of the Loan Documents or any default or breach by Borrower under any of the General Intangibles, Lender shall have the right at any time, but shall have no obligation, to take in its name or in the name of Borrower, or otherwise, such action as Lender may at any time or from time to time determine to be reasonably necessary to cure any default under the General Intangibles or to protect the rights of Borrower or Lender thereunder.  Lender shall incur no liability to Borrower if any action taken by Lender or on Lender’s behalf in good faith pursuant

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to this Assignment shall prove to be in whole or in part inadequate or invalid. Borrower hereby agrees to protect, defend, indemnify and hold Lender and its affiliated entities free and harmless from and against any and all loss, cost, liability or expense (including, but not limited to, attorneys’ fees and costs and accountants’ fees and costs) to which Lender and/or its affiliated entities may be exposed, or that Lender and/or its affiliated entities may incur, in exercising any of its rights under this Assignment, except to the extent caused by the gross negligence or willful misconduct of Lender.

7.             Attorney-in-Fact.  Borrower hereby irrevocably constitutes and appoints Lender its true and lawful attorney-in-fact, in Borrower’s name or in Lender’s name, or otherwise, to enforce all of the rights of Borrower under the General Intangibles, exercisable at any time from and after the occurrence of an Event of Default by Borrower hereunder or under any of the other Loan Documents or any default or breach by Borrower under any of the General Intangibles.  It is hereby recognized that the power of attorney herein granted is coupled with an interest and shall not be revocable so long as any of the Obligations (as defined in the Security Instrument) are outstanding.

8.             Delivery of Consents to Assignment.  Borrower shall promptly request, use all commercially reasonable efforts to obtain, and upon obtaining same deliver to Lender, consents to the terms of this Assignment, in the form attached hereto as Exhibit B or in such other form reasonably acceptable to Lender, from such Contracting Parties as Lender may request from time to time.

9.             Further Assurances.  Borrower will, at the cost of Borrower, and without expense to Lender, do, execute, acknowledge and deliver all further acts, conveyances, assignments, notices of assignments, transfers and assurances as Lender shall, from time to time, require for the better assuring, conveying, assigning, transferring and confirming unto Lender the property and rights hereby assigned or intended now or hereafter so to be, or which Borrower may be or may hereafter become bound to convey or assign to Lender, or for carrying out the intention or facilitating the performance of the terms of this Assignment or for filing, registering or recording this Assignment and, on demand, will execute and deliver and hereby authorizes Lender to execute in the name of Borrower to the extent Lender may lawfully do so, one or more financing statements, chattel mortgages or comparable security instruments, to evidence more effectively the lien and security interest hereof in and upon the General Intangibles.

10.           No Oral Change.  This Assignment and any provisions hereof may not be modified, amended, waived, extended, changed, discharged or terminated orally, or by any act or failure to act on the part of Borrower or Lender, but only by an agreement in writing signed by the party against whom the enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought.

11.           General Definitions.  Unless the context clearly indicates a contrary intent or unless otherwise specifically provided herein, words used in this Assignment may be used interchangeably in singular or plural form and the word “Borrower” shall mean “each Borrower and any subsequent owner or owners of the Property or any part thereof or interest therein,” the word “Lender” shall mean “Lender and any subsequent holder of the Note, the word “Note” shall mean “the Note and any other evidence of indebtedness secured by the Loan Agreement, the

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word “Property” shall include any portion of the Property and any interest therein, the phrases “attorneys’ fees”, “legal fees” and “counsel fees” shall include any and all attorney’s, paralegal and law clerk fees and disbursements, including, but not limited to, fees and disbursements at the pre-trial, trial and appellate levels incurred or paid by Lender in protecting its interest in the Property, the Leases and the Rents and enforcing its rights hereunder; whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa.  Terms used herein that are defined in Article 8 and Article 9 of the UCC and not otherwise defined herein or by reference herein have the meaning assigned to such terms therein.

12.           Inapplicable Provisions.  If any term, covenant or condition of this Assignment is held to be invalid, illegal or unenforceable in any respect, this Assignment shall be construed without such provision.

13.           Governing Law.  This Assignment shall be governed in accordance with the terms and provisions of Section 10.3 of the Loan Agreement.

14.           Notices.  All notices or other written communications hereunder shall be delivered in accordance with Section 10.6 of the Loan Agreement.

15.           Exculpation.  The provisions of Section 9.4 of the Loan Agreement are hereby incorporated by reference into this Assignment to the same extent and with the same force as if fully set forth herein.

16.           Termination of Assignment.  Upon indefeasible repayment and performance in full of the Debt and the other Obligations, this Assignment shall be deemed automatically terminated and of no further force or effect.

17.           WAIVER OF TRIAL BY JURY.  BORROWER HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS ASSIGNMENT, THE NOTE, OR THE OTHER LOAN DOCUMENTS OR ANY ACTS OR OMISSIONS OF LENDER, ITS OFFICERS, EMPLOYEES, DIRECTORS OR AGENTS IN CONNECTION THEREWITH.

18.           Successors and Assigns.  This Assignment shall be binding upon Borrower and its successors and assigns and shall inure to the benefit of Lender and its successors and assigns forever.  Borrower may not assign or delegate this Assignment without the prior written consent of Lender, and any attempted assignment without such consent shall be null and void.

19.           Headings, Etc.  The headings and captions of various sections and paragraphs of this Assignment are for convenience of reference only and are not to be construed as defining or limiting, in any way, the scope or intent of the provisions hereof.

20.           Performance of Borrower’s Obligations.  Borrower shall pay immediately upon demand all reasonable sums expended by Lender under the authority hereof together with

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interest thereon at the Default Rate and the same shall be an obligation of Borrower and shall be secured hereby and by the Loan Documents.

21.           Facsimile Signature.  Execution of the signature page of this Assignment by Borrower and the delivery thereof to Lender or its counsel by facsimile shall be fully effective as if any such party had executed and delivered an original counterpart of this Assignment.

22.           Joint and Several Liability.  If Borrower consists of more than one Person, the obligations and liabilities of each such Person shall be joint and several.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

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IN WITNESS WHEREOF, Borrower has executed this Assignment as of the day and year first above written.

PH FEE OWNER LLC, a Delaware limited liability company
	By:
		Name:
		Title:
OPBIZ, L.L.C., a Nevada limited liability company
	By:
		Name:
		Title:

EXHIBIT A

List of Contracts, Operating Permits, Construction Permits

(see attached)

EXHIBIT B

Form of Contracting Party’s Consent

CONTRACTING PARTY’S CONSENT

[                          ] (“Contracting Party”) is a party to an agreement relating to the property commonly known as the Aladdin Hotel and Casino, Las Vegas, Nevada, which agreement is attached as Exhibit A hereto (the “Contract”).  Contracting Party acknowledges that Column Financial, Inc., a Delaware corporation (“Lender”), has made a loan to PH Fee Owner LLC, a Delaware limited liability company, and OpBiz, L.L.C., a Nevada limited liability company (individually or collectively as the context may require, “Borrower”), which loan is secured by, among other things, Borrower’s right, title and interest in and to the Property and the contracts, licenses and permits relating to the Property.

Contracting Party hereby agrees as follows:

1.             Contracting Party acknowledges and consents to the assignment of the Contract by Borrower to Lender and the right of Lender to terminate the Contract, each as set forth in that certain Assignment of Contracts, Licenses and Permits, dated as of [              ], 2006 (the “Assignment”), from Borrower to Lender.

2.             In the event Lender assigns its interests under the Contract, then, at the request of the successor or assign of Lender (the “Successor”), and upon the Successor’s written agreement to accept Contracting Party’s attornment, Contractor shall attorn and shall promptly execute and deliver any instrument the Successor may reasonably require to evidence such attornment.  Upon the attornment referred to in this Section 2, the Contract shall continue in full force and effect as if it were a direct agreement between and binding upon the Successor and Contracting Party.

3.             In the event Lender elects to terminate the Contract in accordance with the Assignment, then the Contract will terminate upon Lender’s delivery of written notice thereof and Lender shall have no liability or obligation thereunder.

CONTRACTING PARTY

EX-10.37

Exhibit 10.37

ENVIRONMENTAL INDEMNITY AGREEMENT

ENVIRONMENTAL INDEMNITY AGREEMENT, dated as of November __, 2006 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), made by PH FEE OWNER LLC, a Delaware limited liability company (“Fee Owner”), and OPBIZ, L.L.C., a Nevada limited liability company (“OpBiz” and, together with Fee Owner, individually or collectively as the context indicates, “Borrower”), each having an address at 3667 Las Vegas Boulevard South, Las Vegas, Nevada 89109, in favor of COLUMN FINANCIAL, INC., a Delaware corporation (together with its successors and assigns, collectively, “Lender”), having an address at 11 Madison Avenue, New York, New York 10010 and other Indemnified Parties (defined below).

RECITALS:

WHEREAS, pursuant to that certain Promissory Note, dated as of the date hereof (as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Note”), executed by Borrower, and payable to the order of Lender in the original principal amount of up to $820,000,000, Borrower is indebted, and may from time to time be further indebted, to Lender with respect to a loan (the “Loan”) made pursuant to that certain Loan Agreement, dated as of the date hereof (as amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Loan Agreement”), between Borrower and Lender, which Loan is secured (in part) by that certain Deed of Trust, Security Agreement, Assignment of Leases and Rents, Financing Statement and Fixture Filing, dated as of the date hereof (as amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Security Instrument”), and further evidenced, secured or governed by other instruments and documents executed in connection with the Loan (together with the Note, the Loan Agreement and Security Instrument, collectively, the “Loan Documents”);

WHEREAS, Lender is unwilling to make the Loan unless Borrower agrees to provide the indemnification, representations, warranties, covenants and other matters described in this Agreement for the benefit of the Indemnified Parties;

WHEREAS, Borrower is entering into this Agreement to induce Lender to make the Loan.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower hereby represents, warrants, covenants and agrees for the benefit of the Indemnified Parties as follows:

1.             Environmental Representations and Warranties.  Borrower represents and warrants that, except as otherwise disclosed by that certain Phase I environmental report prepared by LandAmerica Assessment Corporation, dated September 13, 2006, (or Phase II environmental report, if required by Lender) with respect to the Property delivered to Lender by Borrower in connection with the origination of the Loan (hereinafter referred to as the “Environmental Report”), to Borrower’s knowledge; (a) there are no Hazardous Substances (defined below) or underground storage tanks in, on, or under the Property, except those that are both (i) in compliance with all applicable Environmental Laws (defined below) and with permits

issued pursuant thereto and (ii) disclosed to Lender in writing pursuant to the Environmental Report; (b) there are no past, present or threatened Releases (defined below) of Hazardous Substances in, on, under or from the Property which have not been fully remediated as required by Environmental Laws in accordance with Environmental Law; (c) no written notice or other such communication exists from any Person (including but not limited to a Governmental Authority) relating to any threat of any Release of Hazardous Substances migrating to the Property; (d) there is no past or present material non-compliance with Environmental Laws, or with permits issued pursuant thereto, in connection with the Property which has not been fully remediated as required by Environmental Laws; (e) no written notice or other such communication exists from any Person (including but not limited to a Governmental Authority) relating to a Release of Hazardous Substances or Remediation (defined below) thereof, of liability of any Person pursuant to any Environmental Law, any other environmental conditions in connection with the Property, or any actual or potential administrative or judicial proceedings in connection with any of the foregoing; and (f) Borrower has delivered to Lender, in writing, any and all information relating to conditions in, on, under or from the Property and all information that is contained in files and records of Borrower relating to environmental conditions at the Property, including but not limited to any reports relating to Hazardous Substances in, on, under or from the Property.

2.             Environmental Covenants.  Borrower covenants and agrees that: (a) all uses and operations on or of the Property, whether by Borrower or any other Person (subject to commercially reasonable efforts by Indemnitor to the extent relating to the acts or omissions of Persons that are not Affiliates of Borrower), shall be in compliance with all Environmental Laws and permits issued pursuant thereto; (b) there shall be no Releases of Hazardous Substances in, on, under or from the Property, except those that are (i) in compliance with all Environmental Laws and with permits issued pursuant thereto and (ii) fully disclosed to Lender in writing; (c) there shall be no Hazardous Substances in, on, or under the Property, except those that are (i) in compliance with all Environmental Laws and with permits issued pursuant thereto and (ii) fully disclosed to Lender in writing; (d) Borrower shall keep the Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of Borrower or any other Person (the “Environmental Liens”); (e) Borrower shall, at its sole cost and expense, fully and expeditiously cooperate in all activities pursuant to Section 3 of this Agreement, including, but not limited to, providing all relevant information and making knowledgeable persons available for interviews upon request; (f) Borrower shall, at its sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with the Property pursuant to any reasonable written request of Lender made in the event that Lender reasonably and in good faith believes that Hazardous Substances or other environmental hazards exist on the Property in violation of Environmental Law (including, but not limited to, sampling, testing and analysis of soil, water, air, building materials, and other materials and substances whether solid, liquid or gas), and share with Lender the reports and other results thereof, and Lender and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof; (g) Borrower shall, at its sole cost and expense, comply with all reasonable written requests of Lender made in the event that Lender reasonably and in good faith believes that Hazardous Substances or other environmental hazards exist on the Property in violation of Environmental Law to (i) effectuate Remediation of any condition (including, but not limited to, a Release of a Hazardous Substance) required by Environmental Laws in, on, under or from the Property; (ii) comply with any Environmental

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Law; (iii) comply with any directive from any Governmental Authority; and (iv) take any other reasonable action necessary or appropriate for protection of human health or the environment when required by Environmental Law or supported by the opinion of a qualified technical consultant; (h) Borrower shall not take any action, and shall use commercially reasonable efforts not to allow any tenant or other user of the Property to take any action with respect to Hazardous Substances, that materially increases the dangers to human health or the environment on the Property, poses an unreasonable risk of harm to any Person (whether on or off the Property), impairs the value of the Property, is contrary to any requirement of any insurer of the Property, constitutes a public or private nuisance, constitutes waste, or violates any covenant, condition, agreement or easement applicable to the Property; and (i) Borrower shall promptly notify Lender in writing of (A) any presence or Releases of Hazardous Substances in, on, under, or from the Property, (B) any material non-compliance with any Environmental Laws related in any way to the Property, (C) any actual Environmental Lien, (D) any required or proposed Remediation of Hazardous Substances relating to the Property and (E) any written notice or other such communication of which Borrower becomes aware from any source whatsoever (including, but not limited to, a Governmental Authority) relating in any way to Hazardous Substances affecting the Property or Remediation thereof, liability of Borrower pursuant to any Environmental Law related to the Property, other environmental conditions pertaining to Hazardous Substances in connection with the Property, or any actual or potential administrative or judicial proceedings in connection with anything referred to in this Agreement.

3.             Indemnified Rights/Cooperation and Access.  In the event that any Indemnified Party has reason to believe that a Release or a material violation of Environmental Law exists on the Property that, in the reasonable discretion of the Indemnified Party, endangers any tenants or other occupants of the Property or their guests or the general public or materially and adversely affects the value of the Property, upon reasonable notice from Lender or such Indemnified Party, Borrower shall, at Borrower’s expense, promptly cause an engineer or consultant reasonably satisfactory to Lender and such Indemnified Party to conduct an environmental assessment or audit (the scope of which shall be determined in the reasonable discretion of Lender and/or such Indemnified Party) and take any samples of soil, groundwater or other water, air, or building materials or any other invasive testing reasonably requested by Lender and promptly deliver to Lender and such Indemnified Party the results of any such assessment, audit, sampling or other testing; provided, that if such results are not delivered to Lender and such Indemnified Party within a reasonable period or if any Indemnified Party has reason to believe that a Release or material violation of Environmental Law exists on the Property that, in the reasonable judgment of the Indemnified Party, endangers any tenant or other occupant of the Property or their guests or the general public or may materially and adversely affect the value of the Property, upon reasonable notice to Borrower, Lender or such Indemnified Party and any other Person designated by Lender or such Indemnified Party, including, but not limited to, any receiver, any representative of a Governmental Authority, and any environmental consultant, shall have the right, but not the obligation, to enter upon the Property at all reasonable times (with reasonable notice to Indemnitor) to assess any and all aspects of the environmental condition of the Property and its use, including but not limited to, conducting any environmental assessment or audit (the scope of which shall be determined in the reasonable discretion of Lender and/or such Indemnified Party) and taking samples of soil, groundwater or other water, air, or building materials, and reasonably conducting other invasive testing.  Borrower shall cooperate with and provide the Indemnified Parties and any such Person designated by the Indemnified Parties with

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access to the Property and the Indemnified Parties shall minimize interference with use of and activities of tenants on the Property.

4.             Indemnification.  Borrower covenants and agrees, jointly and severally, at its sole cost and expense, to protect, defend, indemnify, release and hold Indemnified Parties harmless from and against any and all Losses (defined below) imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (i) any presence of any Hazardous Substances in, on, above, or under the Property; (ii) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (iii) any activity by Borrower, any Person affiliated with Borrower, and any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any time located in, under, on or above the Property in violation of Environmental Laws; (iv) any activity by Borrower, any Person affiliated with Borrower, and any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including, but not limited to, any removal, remedial or corrective action; (v) any past, present or threatened non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including, but not limited to, any failure by Borrower, any Person affiliated with Borrower, and any tenant or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; (vi) the imposition, recording or filing or the threatened imposition, recording or filing of any Environmental Lien encumbering the Property; (vii) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in this Agreement; (viii) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including, but not limited to, costs to investigate and assess such injury, destruction or loss; (ix) any acts of Borrower, any Person affiliated with Borrower, and any tenant or other user of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances at any facility or incineration vessel containing Hazardous Substances; (x) any acts of Borrower, any Person affiliated with Borrower, and any tenant or other user of the Property in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (xii) any personal injury, wrongful death, or property or other damage arising from the presence of or a Release of Hazardous Substances at the Property under any statutory or common law or tort law theory, including, but not limited to, damages assessed for private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (xiii) any misrepresentation or inaccuracy in any representation or warranty or breach or failure to perform any covenants or other obligations pursuant to this Agreement.

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5.             Duty to Defend and Attorneys and Other Fees and Expenses.  Upon written request by any Indemnified Party, Borrower shall defend any claim, action or proceeding (a “Claim”) that is brought against any Indemnified Party (if requested by any Indemnified Party, in the name of the Indemnified Party), at Borrower’s sole cost and expense, by attorneys and other professionals reasonably approved by such Indemnified Party (it being understood that counsel selected by Borrower’s insurance carrier shall be deemed to be acceptable to such Indemnified Party, and such counsel may also represent Borrower in such investigation, action or proceeding).  Notwithstanding the foregoing, any Indemnified Parties may, in their sole and absolute discretion, engage their own attorneys and other professionals to defend or assist them, and, at the option of Indemnified Parties, their attorneys shall control the resolution of any Claim, provided that no compromise or settlement shall be entered without Borrower’s consent, which consent shall not be unreasonably withheld.  Upon demand, Borrower shall pay or, in the sole and absolute discretion of the Indemnified Parties, reimburse, the Indemnified Parties for the payment of reasonable fees and disbursements of attorneys, engineers, environmental consultants, laboratories and other professionals in connection therewith.

6.             Certain Definitions.  Any capitalized term utilized herein shall have the meaning as specified in the Loan Agreement, unless such term is otherwise specifically defined herein.  As used in this Agreement, the following terms shall have the following meanings:

“Environmental Law” means any present and future laws, statutes, ordinances, rules, regulations and the like, as well as common law, of any applicable jurisdiction relating to protection of human health and safety or the environment, relating to Hazardous Substances, relating to liability for or costs of other actual or threatened danger to human health and safety, the environment or similar issues, including (without limitation) any present and future laws, statutes ordinances, rules, regulations, permits or authorizations and the like, as well as common law, that (a) condition transfer of property upon a negative declaration or other approval of a Governmental Authority of the environmental condition of the Property; (b) require notification or disclosure of Releases of Hazardous Substances or other environmental condition of the Property to any Governmental Authority or other Person, whether or not in connection with transfer of title to or interest in property; (c) impose conditions or requirements in connection with permits or other authorization for lawful activity; (d) relate to nuisance, trespass or other causes of action related to the Property, in each case to the extent related to Hazardous Substances; or (e) relate to wrongful death, personal injury, or property or other damage in connection with any physical condition or use of the Property, in each case to the extent related to Hazardous Substances, and including (without limitation) the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., as amended; the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., as amended; the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., as amended; the Oil Pollution Act, 33 U.S.C. § 2701 et seq., as amended; the Clean Air Act, 42 U.S.C. § 7401 et seq., as amended; the Hazardous Material Transportation Act, 49 U.S.C. § 1801 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq.; the Nevada Hazardous Materials law (NRS Chapter 459); the Nevada Solid Waste/Disposal of Garbage or Sewage law (NRS 444.440 to 444.650, inclusive); the Nevada Water Controls/Pollution law (NRS Chapter 445A); the Nevada Air Pollution law (NRS Chapter 445B); the

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Nevada Cleanup of Discharged Petroleum law (NRS 590.700 to 590.920, inclusive); the Nevada Control of Asbestos law (NRS 618.750 to 618.850, inclusive); the Nevada Appropriation of Public Waters law (NRS 533.324 to 533.4385, inclusive); and the Nevada Artificial Water Body Development Permit law (NRS 502.390).

“Hazardous Substances” shall mean any and all substances (whether solid, liquid or gas) defined, listed, or otherwise classified as pollutants, hazardous wastes, hazardous substances, hazardous materials, extremely hazardous wastes, or words of similar meaning or regulatory effect under any present or future Environmental Laws or that is reasonably likely to have a negative impact on human health or the environment, including, but not limited to, petroleum and petroleum products, asbestos and asbestos-containing materials, polychlorinated biphenyls, lead, radon, mold, mycotoxins, microbial matter, airborne pathogens (naturally occurring or otherwise), radioactive materials, flammables and explosives, but excluding substances of kinds and in amounts ordinarily and customarily used or stored in properties similar to the Property for the purposes of cleaning or other maintenance or operations by Borrower and/or any tenants or licensees at the Property and otherwise in compliance with all applicable Environmental Laws.

“Indemnified Parties” shall mean Lender, any Person who is or will have been involved in the servicing of the Loan, any Person in whose name the encumbrance created by the Security Instrument is or will have been recorded, Persons who may hold or acquire or will have held a full or partial interest in the Loan (including, but not limited to, investors or prospective investors in the Securities, as well as custodians, trustees and other fiduciaries who hold or have held a full or partial interest in the Loan for the benefit of third parties) as well as the respective directors, officers, shareholders, partners, employees, agents, servants, representatives, contractors, subcontractors, affiliates, subsidiaries, participants, successors and assigns of any and all of the foregoing (including, but not limited to, any other Person who holds or acquires or will have held a participation or other full or partial interest in the Loan, whether during the term of the Loan or as a part of or following a foreclosure of the Loan and any successors by merger, consolidation or acquisition of all or a substantial portion of Lender’s assets and business).

“Legal Action” shall mean any claim, suit or proceeding, whether administrative or judicial in nature.

“Losses” includes any losses, damages, costs, fees, expenses, claims, suits, judgments, awards, liabilities (including, but not limited to, strict liabilities), obligations, debts, diminutions in value, fines, penalties, charges, costs of Remediation (whether or not performed voluntarily), amounts paid in settlement, foreseeable and unforeseeable consequential damages, litigation costs, attorneys’ fees, engineers’ fees, environmental consultants’ fees, and investigation costs (including, but not limited to, costs for sampling, testing and analysis of soil, water, air, building materials, and other materials and substances whether solid, liquid or gas), of whatever kind or nature, and whether or not incurred in connection with any judicial or administrative proceedings, actions, claims, suits, judgments or awards.

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“Release” includes, but is not limited to, any release, deposit, discharge, emission, leaking, leaching, spilling, seeping, migrating, injecting, pumping, pouring, emptying, escaping, dumping, disposing, growing or other movement of Hazardous Substances in violation of Environmental Laws.

“Remediation” includes, but is not limited to, any response, remedial, removal, or corrective action; any activity to clean up, detoxify, decontaminate, contain or otherwise remediate any Hazardous Substance; any actions to prevent, cure or mitigate any Release of any Hazardous Substance; any action to comply with any Environmental Laws or with any permits issued pursuant thereto; any inspection, investigation, study, monitoring, assessment, audit, sampling and testing, laboratory or other analysis, or evaluation relating to any Hazardous Substances or to anything referred to herein.

7.             Unimpaired Liability.  The liability of Borrower under this Agreement shall in no way be limited or impaired by, and Borrower hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Security Instrument or any of the other Loan Documents.  In addition, the liability of Borrower under this Agreement shall in no way be limited or impaired by (a) any extensions of time for performance required by the Note, the Loan Agreement, the Security Instrument or any of the other Loan Documents, (b) any sale or transfer of all or part of the Property, (c) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the Security Instrument or any of the other Loan Documents limiting Lender’s recourse to the Property or to any other security for the Note, or limiting Lender’s rights to a deficiency judgment against Borrower, (d) the accuracy or inaccuracy of the representations and warranties made by Borrower or any other Person under the Note, the Loan Agreement, the Security Instrument or any of the other Loan Documents or herein, (e) the release of Borrower or any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the other Loan Documents by operation of law, Lender’s voluntary act, or otherwise, (f) the release or substitution in whole or in part of any security for the Note, or (g) Lender’s failure to record the Security Instrument or file any UCC financing statements (or Lender’s improper recording or filing of any thereof) or to otherwise perfect, protect, secure or insure any security interest or lien given as security for the Note; and, in any such case, whether with or without notice to Borrower and with or without consideration.

8.             Enforcement.  Indemnified Parties may enforce the obligations of Borrower without first resorting to, or exhausting any security or collateral under, or without first having recourse pursuant to, the Note, the Loan Agreement, the Security Instrument, or any of the other Loan Documents or any of the Property, through foreclosure proceedings or otherwise; provided, that nothing herein shall inhibit or prevent Lender from suing on the Note, foreclosing, or exercising any power of sale under, the Security Instrument, or exercising any other rights and remedies thereunder.  This Agreement is not collateral or security for the debt of Borrower pursuant to the Loan, unless Lender expressly elects in writing to make this Agreement additional collateral or security for the debt of Borrower pursuant to the Loan, which Lender is entitled to do in its sole and absolute discretion.  It is not necessary for an Event of Default to have occurred for any Indemnified Party to exercise their rights pursuant to this Agreement.  Notwithstanding any provision of the Loan Agreement, the obligations pursuant to this Agreement are exceptions to any non-recourse or exculpation provision of the Loan Agreement

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and Borrower is fully and personally liable for such obligations, and such liability is not limited to the original or amortized principal balance of the Loan or the value of the Property.

9.             Survival.  The obligations and liabilities of Borrower under this Agreement shall fully survive indefinitely notwithstanding any termination, satisfaction, assignment, entry of a judgment of foreclosure, exercise of any power of sale, or delivery of a deed in lieu of foreclosure of the Security Instrument.  Notwithstanding the foregoing or any provisions of this Agreement to the contrary, the liabilities and obligations of the Indemnitor hereunder shall terminate five (5) years after payment in full of all principal and interest due on the Loan except with respect to any outstanding obligations.  The liabilities and obligations of Borrower hereunder shall not apply to the extent that Borrower proves that such liabilities and obligations arose solely from Hazardous Substances that: (a) were not present on or a threat to the Property prior to the date that Lender or its nominee acquired title to the Property, whether by foreclosure, exercise of power of sale or otherwise and (b) were not the result of any act or negligence of Borrower or any of Borrower’s affiliates, agents or contractors.

10.           Interest.  Any amounts payable to any Indemnified Parties under this Agreement shall become immediately due and payable on demand and, if not paid within five (5) days of such demand therefor, shall bear interest at the Default Rate.

11.           WAIVERS.  BORROWER HEREBY WAIVES (I) ANY RIGHT OR CLAIM OF RIGHT TO CAUSE A MARSHALING OF BORROWER’S ASSETS OR TO CAUSE LENDER OR OTHER INDEMNIFIED PARTIES TO PROCEED AGAINST ANY OF THE SECURITY FOR THE LOAN BEFORE PROCEEDING UNDER THIS AGREEMENT AGAINST BORROWER; (II) AND RELINQUISHES ALL RIGHTS AND REMEDIES ACCORDED BY APPLICABLE LAW TO INDEMNITORS OR GUARANTORS, EXCEPT ANY RIGHTS OF SUBROGATION WHICH BORROWER MAY HAVE, PROVIDED THAT THE INDEMNITY PROVIDED FOR HEREUNDER SHALL NEITHER BE CONTINGENT UPON THE EXISTENCE OF ANY SUCH RIGHTS OF SUBROGATION NOR SUBJECT TO ANY CLAIMS OR DEFENSES WHATSOEVER WHICH MAY BE ASSERTED IN CONNECTION WITH THE ENFORCEMENT OR ATTEMPTED ENFORCEMENT OF SUCH SUBROGATION RIGHTS INCLUDING, WITHOUT LIMITATION, ANY CLAIM THAT SUCH SUBROGATION RIGHTS WERE ABROGATED BY ANY ACTS OF LENDER OR OTHER INDEMNIFIED PARTIES; (III) THE RIGHT TO ASSERT A COUNTERCLAIM, OTHER THAN A MANDATORY OR COMPULSORY COUNTERCLAIM, IN ANY ACTION OR PROCEEDING BROUGHT AGAINST OR BY LENDER OR OTHER INDEMNIFIED PARTIES UNDER OR PURSUANT TO THIS AGREEMENT; (IV) NOTICE OF ACCEPTANCE HEREOF AND OF ANY ACTION TAKEN OR OMITTED IN RELIANCE HEREON; (V) PRESENTMENT FOR PAYMENT, DEMAND OF PAYMENT, PROTEST OR NOTICE OF NONPAYMENT OR FAILURE TO PERFORM OR OBSERVE, OR OTHER PROOF, OR NOTICE OR DEMAND; AND (VI) ALL HOMESTEAD EXEMPTION RIGHTS AGAINST THE OBLIGATIONS HEREUNDER AND THE BENEFITS OF ANY STATUTES OF LIMITATIONS OR REPOSE.  NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, BORROWER HEREBY AGREES TO POSTPONE THE EXERCISE OF ANY RIGHTS OF SUBROGATION WITH RESPECT TO ANY COLLATERAL SECURING THE LOAN UNTIL THE LOAN SHALL HAVE BEEN PAID IN FULL.

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12.           Subrogation.  Borrower shall take any and all reasonable actions, including institution of legal action against third parties, necessary or appropriate to obtain reimbursement, payment or compensation from such Persons responsible for the presence of any Hazardous Substances at, in, on, under or near the Property or otherwise obligated by law to bear the cost.  Indemnified Parties shall be and hereby are subrogated to all of Borrower’s rights now or hereafter in such claims.

13.           Representations and Warranties.  Borrower represents and warrants that:

(a)           it has the full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; the execution, delivery and performance of this Agreement by Borrower has been duly and validly authorized; and all requisite action has been taken by Borrower to make this Agreement valid and binding upon Borrower, enforceable in accordance with its terms;

(b)           its execution of, and compliance with, this Agreement is in the ordinary course of business of Borrower and will not result in the breach of any term or provision of the charter, by-laws, partnership or trust agreement, or other governing instrument of Borrower or result in the breach of any term or provision of, or conflict with or constitute a default under, or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which Borrower or the Property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which Borrower or the Property is subject;

(c)           to the best of Borrower’s knowledge, there is no action, suit, proceeding or investigation pending or threatened against it which, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of Borrower, or in any material impairment of the right or ability of Borrower to carry on its business substantially as now conducted, or in any material liability on the part of Borrower, or which would draw into question the validity of this Agreement or of any action taken or to be taken in connection with the obligations of Borrower contemplated herein, or which would be likely to impair materially the ability of Borrower to perform under the terms of this Agreement;

(d)           it does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement;

(e)           to the best of Borrower’s knowledge, no approval, authorization, order, license or consent of, or registration or filing with, any governmental authority or other person, and no approval, authorization or consent of any other party is required in connection with this Agreement; and

(f)            this Agreement constitutes a valid, legal and binding obligation of Borrower, enforceable against it in accordance with the terms hereof.

14.           No Waiver.  No delay by any Indemnified Party in exercising any right, power or privilege under this Agreement shall operate as a waiver of any such privilege, power or right.

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15.           Notice of Legal Actions.  Borrower shall, within five business days of receipt thereof, give written notice to Lender of (a) any written notice, advice or other such communication from any Governmental Authority or from any other source whatsoever with respect to Hazardous Substances on, from or affecting the Property, and (b) any legal action brought against such party or related to the Property, with respect to which Borrower may have liability under this Agreement.

16.           Examination of Books and Records.  Indemnified Parties and their accountants shall have the right to examine the records, books, management and other papers of Borrower which reflect upon its financial condition, at the Property or at the office regularly maintained by Borrower where the books and records are located.  Indemnified Parties and their accountants shall have the right to make copies and extracts from the foregoing records and other papers.  In addition, at reasonable times and upon reasonable notice, Indemnified Parties and their accountants shall have the right to examine and audit the books and records of Borrower pertaining to the income, expenses and operation of the Property during reasonable business hours at the office of Borrower where the books and records are located.

17.           Transfer of Loan.  Lender may, at any time, sell, transfer or assign the Note, the Loan Agreement, the Security Instrument, this Agreement and the other Loan Documents, and any or all servicing rights with respect thereto, or grant participations therein or issue securities evidencing a beneficial interest in a rated or unrated public offering or private placement (collectively, “Securities”).  Lender may forward to each purchaser, transferee, assignee, servicer, participant or investor in Securities or any credit rating agency rating such Securities (each of the foregoing entities, an “Investor”) and each prospective Investor, all documents and information which Lender now has or may hereafter acquire relating to Borrower and the Property, whether furnished by Borrower, any guarantor or otherwise, as Lender determines necessary or desirable.  Borrower shall cooperate with Lender in connection with any transfer described in this Section 17, including, without limitation, the delivery of an estoppel certificate required in accordance with the Loan Agreement and/or in such form, substance and detail as Lender, such Investor or prospective Investor may reasonably require and such other documents as may be reasonably requested by Lender.  Borrower shall also furnish, and Borrower hereby consents to Lender furnishing to such Investors or such prospective Investors, any and all information concerning the financial condition of Borrower and any and all information concerning the Property and the Leases as may be requested by Lender, any Investor or any prospective Investor in connection with any sale, transfer or participation interest.

18.           Taxes.  Borrower has filed all federal, state, county, municipal, and city income and other tax returns required to have been filed by it and has paid all taxes and related liabilities which have become due pursuant to such returns or pursuant to any assessments received by it.  Borrower has any knowledge of any basis for any additional assessment in respect of any such taxes and related liabilities for prior years.

19.           Notices.  All notices, demands, requests, consents, approvals or other communications (any of the foregoing, a “Notice”) required, permitted, or desired to be given hereunder shall be in writing sent by facsimile or by registered or certified mail, postage prepaid, return receipt requested, or delivered by hand or reputable overnight courier addressed to the party to be so notified at its address hereinafter set forth, or to such other address as such party

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may hereafter specify in accordance with the provisions of this Section 19.  Any Notice shall be deemed to have been received: (a) three (3) days after the date such Notice is mailed, (b) on the date of sending by facsimile if sent during business hours on a Business Day (otherwise on the next Business Day), (c) on the date of delivery by hand if delivered during business hours on a Business Day (otherwise on the next Business Day), and (d) on the next Business Day if sent by an overnight commercial courier, in each case addressed to the parties as follows:

If to Borrower:	3667 Las Vegas Boulevard South Las Vegas, Nevada 89109 Attention: Mark Helm, Esq. Facsimile No.: (702) 785-5936
with a copy to:	Greenberg Traurig, LLP 200 Park Avenue New York, NY 10166 Attention: Joseph F. Kishel, Esq. Facsimile No. (212) 801-6400
If to Lender:	Column Financial, Inc. 11 Madison Avenue New York, New York 10010 Attention: Michael May Facsimile No. (212) 352-8106
with a copy to:	Column Financial, Inc. One Madison Avenue New York, New York 10010 Legal and Compliance Department Attention: Casey McCutcheon, Esq. Facsimile No. (917) 326-8433
and a copy to:	Fried, Frank, Harris, Shriver & Jacobson LLP
	One New York Plaza
	New York, New York 10004
	Attention: Jonathan Mechanic, Esq.
	Facsimile No.: (212) 859-4000

20.           Duplicate Originals; Counterparts.  This Agreement may be executed in any number of duplicate originals and each duplicate original shall be deemed to be an original.  This Agreement may be executed in several counterparts, each of which counterparts shall be deemed an original instrument and all of which together shall constitute a single Agreement.  The failure of any party hereto to execute this Agreement, or any counterpart hereof, shall not relieve the other signatories from their obligations hereunder.

21.           No Oral Change.  This Agreement, and any provisions hereof, may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of Borrower or any Indemnified Party, but only by an agreement in

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writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought.

22.           Headings, Etc. The headings and captions of various paragraphs of this Agreement are for convenience of reference only and are not to be construed as defining or limiting, in any way, the scope or intent of the provisions hereof.

23.           Number and Gender/Successors and Assigns.  All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the Person or Persons referred to may require.  Without limiting the effect of specific references in any provision of this Agreement, the term “Borrower” shall be deemed to refer to each and every Person comprising an Borrower from time to time, as the sense of a particular provision may require, and to include the heirs, executors, administrators, legal representatives, successors and assigns of such Borrower, all of whom shall be bound by the provisions of this Agreement, provided that no obligation of any Borrower may be assigned except with the written consent of Lender.  Each reference herein to Lender shall be deemed to include its successors and assigns.  This Agreement shall inure to the benefit of Indemnified Parties and their respective successors and assigns forever.

24.           Release of Liability.  Any one or more parties liable upon or in respect of this Agreement may be released without affecting the liability of any party not so released.

25.           Rights Cumulative.  The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies which Lender has under the Note, the Security Instrument, the Loan Agreement or the other Loan Documents or would otherwise have at law or in equity.

26.           Inapplicable Provisions.  If any term, condition or covenant of this Agreement shall be held to be invalid, illegal or unenforceable in any respect, this Agreement shall be construed without such provision.

27.           Governing Law; Submission to Jurisdiction.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to choice of law principles) and the applicable laws of the United States of America.  Any legal suit, action or proceeding against Borrower or Lender arising out of or relating to this Agreement may, at Lender’s option, be instituted in any Federal or State court in the City of New York, County of New York, pursuant to Section 5-1402 of the New York General Obligations Law, and Borrower waives any objections which it may now or hereafter have based on venue and/or forum non conveniens of any such suit, action or proceeding, and Borrower and hereby irrevocably submits to the jurisdiction of any such court in any suit, action or proceeding.  Borrower does hereby designate and appoint:

National Registered Agents Inc.

875 Avenue of the Americas Suite 501

New York New York 10001

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as its authorized agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suit, action or proceeding in any Federal or State court in New York, New York, and agrees that service of process upon said agent at said address and written notice of said service mailed or delivered to Borrower in the manner provided herein shall be deemed in every respect effective service of process upon Borrower in any such suit, action or proceeding in the State of New York.

28.           Miscellaneous.

(a)           Wherever pursuant to this Agreement (i) Lender exercises any right given to it approve or disapprove, (ii) any arrangement or term is to be satisfactory to Lender, or (iii) any other decision or determination is to be made by Lender, the decision of Lender to approve or disapprove, all decisions that arrangements or terms are satisfactory or not satisfactory and all other decisions and determinations made by Lender, shall be in the sole and absolute discretion of Lender and shall be final and conclusive, except as may be otherwise expressly and specifically provided herein.

(b)           Wherever pursuant to this Agreement it is provided that Borrower pay any costs and expenses, such costs and expenses shall include, but not be limited to, legal fees and disbursements of Lender, whether retained firms, the reimbursements for the expenses of the in-house staff or otherwise.

29.           Joint and Several Liability.  Notwithstanding any other provision of this Agreement, the liability of each Borrower under this Agreement shall be joint and several.

[NO FURTHER TEXT ON THIS PAGE]

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IN WITNESS WHEREOF, Borrower has caused this Agreement to be duly executed and delivered as of the date first above written.

PH FEE OWNER LLC, a Delaware limited liability company
By:
	Name:
	Title:
OPBIZ, L.L.C., a Nevada limited liability company
By:
	Name:
	Title:

EX-10.38

Exhibit 10.38

COLLATERAL ASSIGNMENT OF TIMESHARE PROJECT PROCEEDS

COLLATERAL ASSIGNMENT OF TIMESHARE PROJECT PROCEEDS, dated as of November 30, 2006 (this “Assignment”), made by PH FEE OWNER LLC, a Delaware limited liability company (“Fee Owner”), and OPBIZ, L.L.C., a Nevada limited liability company (“OpBiz”) and TSP OWNER LLC a Delaware limited liability company (“TSP Owner” and, together with Fee Owner, individually or collectively as the context indicates, “Assignor”), each having its principal place of business at 3667 Las Vegas Boulevard South, Las Vegas, Nevada 89109, in favor of COLUMN FINANCIAL, INC., a Delaware corporation having an address at 11 Madison Avenue, New York, New York 10010 (together with its successors and/or assigns, “Assignee”).  Capitalized terms used but not defined herein shall have the meanings assigned such terms in that certain Loan Agreement, dated as of the date hereof, between Fee Owner and OpBiz (collectively, “Borrower”), collectively, as borrower, and Assignee, as lender (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Loan Agreement”).

1.             Assignment.  For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by Assignor, Assignor hereby assigns, grants, delivers and transfers to Assignee, as additional security for the full and timely repayment of the Loan made pursuant to the Loan Agreement and timely performance of all obligations of Borrower under the Loan Documents, all of Assignor’s right, title and interest, whether now owned or hereafter acquired, now existing or hereafter arising, in and to any and all Timeshare Project Proceeds (such right, title and interest being collectively referred to herein as the “Collateral”).  The assignment hereunder of the Collateral is intended, to the fullest extent permitted by law, to be an absolute assignment from Assignor to the Assignee and not merely the passing of a security interest.  As used herein, “Collateral Agreement(s)” shall mean any documents, now or hereafter existing, pursuant to which Assignee is entitled to receive Timeshare Project Proceeds.

2.             Loan Documents.  TSP Owner  hereby approves of the Loan Documents and the terms thereof, and covenants and agrees to be bound and to abide by the terms thereof governing the Timeshare Project, the Timeshare Project Property and the Timeshare Project Proceeds, including without limitation, Section 5.2.11 of the Loan Agreement.

3.             Defense of Claims.  TSP Owner covenants and agrees to appear in and defend, at Assignor’s sole cost and expense, any action or proceeding arising under, growing out of or in any manner connected with the Collateral or the obligations, duties or liabilities of Assignor under the Collateral Agreements, and to pay all reasonable costs and expenses of Assignee, including, without limitation, reasonable attorneys’ fees and costs and expenses, in any such action or proceeding in which Assignee may appear.

4.             Remedies.  Should Assignor fail to make any payment or to do any act required of Assignor pursuant to this Assignment and such failure shall continue beyond any applicable notice and cure period, then, Assignee (or its designee or nominee) may (but without obligation to do so and without releasing Assignor or any other Person from any obligation under the Collateral Agreements or this Assignment) make or do the same, after giving notice to Assignor of its intention to so make or do, in such manner and to such extent as Assignee (or its designee or nominee) may deem necessary to protect the security hereof and thereof, including

specifically, without limiting the generality of the foregoing, the right to appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Assignee and also the right to perform and discharge each and every obligation, covenant and agreement of Assignor in respect of the Collateral, and in exercising any such powers to pay necessary costs and expenses, employ counsel and incur and pay reasonable attorneys’ fees and costs and expenses.  Any curing by Assignee of Assignor’s default in respect of the Collateral shall not be construed as an assumption by Assignee of any or all obligations, covenants and agreements of Assignor relating to the Collateral, as the case may be.  Assignee (or its designee or nominee) may exercise all rights and remedies contained herein and in the Loan Documents and without regard for the adequacy of security for the obligations of Borrower hereby secured, either in person or by agent with or without bringing any action or proceeding and exercise all rights in respect of the Collateral and do any acts that Assignee (or its designee or nominee) deems proper to protect the security hereof, and upon the occurrence of such event Assignor shall not exercise any further rights in respect of the Collateral to the extent such exercise would in any way interfere with, diminish, frustrate or inhibit (i) any exercise of Assignee of its remedies in connection with the Collateral, (ii) any right of Assignee with respect to the Collateral, (iii) the value of the Collateral or (iv) otherwise adversely affect the Collateral or the purposes of this Agreement.  No commission of any act authorized by this Section 6 shall be deemed to cure or waive any default, or to waive, modify or affect any notice of an Event of Default, under the Loan Agreement, or to invalidate any act done pursuant to such notice.  Assignee shall not by any act (except by a written instrument), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Event of Default or in any breach of any of the terms and conditions hereof.  No failure to exercise, nor any delay in exercising, on the part of Assignee any right, power or privilege hereunder shall operate as a waiver thereof.  No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  A waiver by Assignee of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which Assignee otherwise has on any future occasion.  The rights and remedies herein provided are cumulative, may be exercised singularly or concurrently, and are not exclusive of any rights or remedies provided by law.

5.             Performance of Assignor’s Obligations.  Assignor shall pay immediately upon demand all reasonable sums expended by Assignee under the authority hereof together with interest thereon at the Default Rate and such payment obligation shall be secured hereby.

6.             Representations and Warranties.  Assignor represents and warrants that:

(a)           Assignor will benefit from Assignee’s making the Loan to Borrower.

(b)           a true and correct copy of each Collateral Agreement in effect on the date hereof has been delivered to Assignee and, none of the foregoing has been amended, modified or otherwise changed in any material respect and all of the foregoing are in full force and effect;

(c)           it has the full power, right and authority to assign its interest in the Collateral;

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(d)           it has not transferred, assigned, granted a security interest in or otherwise encumbered its interest in and to the Collateral other than in favor of Assignee;

(e)           no security agreement, financing statement or other document is on file or of record in any public office with respect to the Collateral, other than in favor of Assignee; and

(f)            it has not performed any act or executed any instrument that might prevent Assignee from operating under any of the terms and conditions hereof, or that would limit Assignee in such operation.

7.             Counterparty Cooperation.  Assignor shall immediately notify the Counterparties of this Assignment and authorize and direct the Counterparties to, unless directed otherwise by Assignee, pay all Timeshare Project Proceeds directly to Assignee in accordance with the instructions set forth on Schedule-1.

8.             No Obligation of Assignee.  Assignee shall not be obligated to perform or discharge, nor does it hereby undertake to perform or discharge, any obligation, duty or liability of Assignor under the Collateral Agreements or otherwise in respect of the Collateral by reason of this Assignment.  Should Assignee incur any loss, cost, claim, demand, expense, liability or damage under the Collateral Agreements or otherwise in connection with the Collateral, or by reason of this Assignment, or in the defense against any such claims or demands, the amount thereof, including reasonable costs and expenses and reasonable attorneys’ fees, together with interest thereon at the Default Rate, shall be secured hereby and Assignor shall reimburse Assignee therefor immediately upon demand.

9.             Release.  Upon the payment in full of the Debt and performance in full of all of Borrower’s obligations under the other Loan Documents, this Assignment shall become and be void and of no effect and, upon request, at Assignor’s sole cost and expense, Assignee will confirm such termination in writing or deliver an assignment in lieu of termination.

10.           Power of Attorney.  Assignor hereby irrevocably constitutes and appoints Assignee as its attorney-in-fact, which power is coupled with an interest, and is deemed to be non-cancelable, with full power of substitution, to, in Assignee’s own name and capacity, or in the name and capacity of Assignor, but only for so long as an Event of Default has occurred and is continuing, take any action and to execute any instrument which Assignee may deem reasonably necessary or advisable to accomplish the purposes of this Assignment, including, without limitation, to (a) receive, indorse and collect all instruments made payable to Assignor representing any interest payment, dividend, or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same, (b) demand, receive and enforce all rights of Assignor under the Agreements (c) modify, supplement and terminate the Collateral Agreements, in such manner as Assignee shall elect (except to the extent such modification or supplementation would materially increase the obligations of Assignor thereunder), (d) give appropriate releases, receipts for or on behalf of Assignor in connection with the Collateral Agreements, and (e) file, pursue, receive payment and acquittances for or otherwise compromise each and every claim Assignor has or may have against a Counterparty for payment or otherwise under Collateral Agreements, all in the name, place and stead of Assignor or in Assignee’s name,

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with the same force and effect as Assignor could have if this Assignment had not been made. Assignor authorizes any Person to rely exclusively on the certificate of an officer of Assignee or its successor with respect to any matters set forth therein and hereby waives and releases any claim Assignor may have against such Person for its reliance. Assignor hereby agrees to deliver to Assignee, immediately upon Assignee’s written demand, all instruments and documents as Assignee may reasonably require in order to permit and evidence Assignee’s succession to the right, title and interest of Assignor in and to the Collateral as provided herein (which succession shall only be effective for so long as an Event of Default has occurred and is continuing). Assignor acknowledges and agrees that the power of attorney herein granted is coupled with an interest and is irrevocable.

11.           Trial By Jury Waived.  ASSIGNEE AND ASSIGNOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS ASSIGNMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE ASSIGNEE OR ASSIGNOR IN CONNECTION HEREWITH OR THEREWITH. ASSIGNOR ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF TJIS ASSIGNMENT) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR ASSIGNEE ENTERING INTO THIS ASSIGNMENT AND EACH OTHER LOAN DOCUMENT.

12.           CONSENT TO JURISDICTION.  ANY LEGAL SUIT, ACTION OR PROCEEDING. AGAINST (I) ANY PARTY COMPRISING ASSIGNOR OR (II) ASSIGNEE ARISING OUT OF OR RELATING TO THIS ASSIGNMENT MAY AT ASSIGNEE’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND ASSIGNOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND ASSIGNOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING.  EACH PARTY COMPRISING ASSIGNOR DOES HEREBY DESIGNATE AND APPOINT:

National Registered Agents, Inc.
875 Avenue of the American
Suite 501
New York, New York 10001

AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND NOTICE OF SAID SERVICE MAILED OR DELIVERED TO ASSIGNOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT

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EFFECTIVE SERVICE OF PROCESS UPON ASSIGNOR IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK.  EACH PARTY COMPRISING ASSIGNOR (I) SHALL GIVE PROMPT NOTICE TO ASSIGNEE OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.

13.           Governing Law, Entire Agreement, etc.  THIS ASSIGNMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF ANY SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK. THIS ASSIGNMENT CONSTITUTES THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT THERETO.

14.           Further Assurances.  Assignor agrees to execute and deliver, in recordable form if necessary, any and all documents and instruments requested by the assignee to give effect to the terms and provisions of this Assignment.

15.           Severability.  Any provision of this Assignment which is prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Assignment or affecting the validity or enforceability of such provision in any other jurisdiction.

16.           Execution in Counterparts, Effectiveness, etc.  This Assignment may be executed in any number of counterparts, each of which shall be effective only upon delivery and thereafter shall be deemed an original, and all of which shall be taken to be one and the same instrument, for the same effect as if all parties hereto had signed the same signature page. Any signature page of this Assignment may be detached from any counterpart of this Assignment without impairing the legal effect of any signatures thereon and may be attached to another counterpart of this Assignment identical in form hereto but having attached to it one or more additional signature pages.

17.           Notices.  All notices, consents, approvals and requests required or permitted hereunder shall be given in writing and shall be effective for all purposes if (i) hand delivered, (ii) sent by certified or registered United States mail, postage prepaid, return receipt requested, (iii) sent by expedited prepaid delivery service, either commercial or United States Postal Service, with proof of attempted delivery, or (iv) sent by facsimile (with answer back acknowledged), in each case addressed as follows (or at such other address and person as shall

5

be designated from time to time by any party hereto, as the case may be, in a notice to the other parties hereto in the manner provided for in this Section 19):

If to Assignee:Column Financial, Inc.
11 Madison Avenue, 9th Floor
New York, New York 10010
Attention:  Michael May - Director
Facsimile No.:  (212) 352-8106

with a copy to:Column Financial, Inc.
One Madison Avenue
New York, New York 10010
Legal and Compliance Department
Attention:  Casey McCutcheon, Esq.
Facsimile No.:  (917) 326-8433

and a copy to:Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004
Attention:  Jonathan L. Mechanic, Esq.
Facsimile No.:  (212) 859-4000

If to any Assignor:c/o OpBiz, L.L.C.
3667 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Attention:  Mark Helm, Esq.
Facsimile No.:  (702) 785-5936

With a copy to:Greenberg Traurig LLP
200 Park Avenue
New York, New York 10166
Attention:  Joseph F. Kishel, Esq.
Facsimile No.:  (212) 805-9238

A notice shall be deemed to have been given, (i) in the case of hand delivery, at the time of delivery, (ii) in the case of registered or certified mail, when delivered or the first attempted delivery on a Business Day,  (iii) in the case of expedited prepaid delivery, upon the first attempted delivery on a Business Day, or (iv) in the case of facsimile, upon sender’s receipt of a machine generated confirmation of successful transmission after advice by telephone to recipient that a facsimile notice is forthcoming.

18.           Modification.  This Assignment may not be modified, amended or terminated except by a written agreement executed by all of the parties hereto.

19.           Successors and Assigns.  This Assignment shall be binding upon and shall inure to the benefit of Assignor and Assignee and their respective successors and assigns.

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20.           Assignability.  Assignee shall have the right to assign this Assignment and the obligations hereunder only in connection with the assignment of the Loan.  The parties hereto acknowledge that following the execution and delivery of this Assignment, Assignee may sell, transfer and assign this Assignment, the Loan and the other Loan Documents.  All references to “Assignee” hereunder shall be deemed to include the assigns of Assignee and the parties hereto acknowledge that actions taken by Assignee hereunder may be taken by Assignee’s agents and by the agents of the assigns of Assignee.

23.           Secondary Market Transactions.  TSP Owner hereby covenants and agrees to be bound and to abide by the terms of Section 9.1 and 9.2 of the Loan Agreement.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

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IN WITNESS WHEREOF, Assignor and Assignee have duly executed this Assignment on the day and year first written above.

ASSIGNOR:

OPBIZ, L.L.C., a Nevada limited liability company

By:

Name:

Title:

FEE OWNER:

PH FEE OWNER LLC, a Delaware limited liability company

By:

Name:

Title:

TSP OWNER:

TSP OWNER LLC, a Delaware limited liability company

By:

Name:

Title:

Schedule-1

Bank Name: KeyBank, N.A.
ABA Number: 021-300-077
Account Name: PH Fee Owner LLC and OpBiz, L.L.C. Cash Management Account, f/b/o
Column Financial Inc., and its successors and assigns, as secured party
Account Number: 327825049676

Note: For deposit in Timeshare Project Proceeds Account

ASSIGNEE:
COLUMN FINANCIAL, INC.,
a Delaware corporation
By:
	Name:
	Title:

EX-10.39

Exhibit 10.39

COLLATERAL ASSIGNMENT OF
INTEREST RATE CAP AGREEMENT

COLLATERAL ASSIGNMENT OF INTEREST RATE CAP AGREEMENT, dated as of November 29, 2006 (this “Assignment”), made by PH FEE OWNER LLC, a Delaware limited liability company, and OPBIZ, L.L.C., a Nevada limited liability company, each having its principal place of business at c/o OpBiz, L.L.C., 3667 Las Vegas Boulevard South, Las Vegas, Nevada 89109 (collectively, “Assignor”), in favor of COLUMN FINANCIAL, INC., a Delaware corporation having an address at 11 Madison Avenue, New York, New York 10010 (“Assignee”).  Capitalized terms used but not defined herein shall have the meanings assigned such terms in that certain Loan Agreement, dated as of the date hereof, between Assignor, as borrower, and Assignee, as lender (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Loan Agreement”).

1.                     For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by Assignor, Assignor hereby assigns, grants, delivers and transfers to Assignee, as collateral, all of its interest, whether now owned or hereafter acquired, now existing or hereafter arising, wherever located, in, to and under that certain Confirmation  (Reference Number DPA609207), dated November 29, 2006, between Assignor and SMBC Derivative Products Limited, as the counterparty thereunder (the “Counterparty”) (together with that certain ISDA Master Agreement (Multicurrency-Cross Border) form deemed to have been executed by Assignor and the Counterparty concurrently with the Confirmation  pursuant to the terms of such Confirmation , the “Interest Rate Cap Agreement”), including, but not limited to, any and all rights that such Assignor may now or hereafter have to any and all payments, disbursements, distributions or proceeds (collectively, the “Payments”) owing, payable or required to be delivered to Assignor on account of the Interest Rate Cap Agreement with respect to the period commencing on the date hereof and ending on the date on which Assignor shall have repaid the Loan in its entirety, and all proceeds of any or all of the foregoing (collectively, the “Cap Collateral”).  Assignor hereby grants to Assignee a security interest in and to the Interest Rate Cap Agreement, the Cap Collateral and all Proceeds (as defined in the Uniform Commercial Code adopted in the State of New York (the “UCC”)) thereof, to have and to hold the same, unto Assignee, its successors and assigns, and Assignor covenants and agrees to cause all Payments to be made directly to Assignee.  This Assignment constitutes additional security for the obligations of Assignor governed by the Loan Agreement and secured or evidenced by the other Loan Documents.

2.                     Counterparty hereby consents to the assignment contained in Paragraph 1 hereof and agrees that it will make any Payments that become payable under or pursuant to the Interest Rate Cap Agreement directly into the Cash Management Account until such time as this Assignment is terminated or otherwise canceled, at which time the Counterparty will be instructed to make payments to or on behalf of Assignor.

3.                     Prior to the occurrence of an Event of Default, Payments received by Assignee shall be deposited into the Cash Management Account and applied to payments becoming due under the Note, as and when such payments are due.  Upon the occurrence of an Event of Default (a) Payments received by Assignee may be applied by Assignee to any principal, interest and other amounts owing by Borrower under the Note and the other Loan

1

Documents in such order and priority as Assignee shall determine in its sole and absolute discretion and (b) Assignee shall be entitled to exercise all remedies provided in the UCC with respect to the security interest being granted herein.

4.                     Assignor hereby covenants and agrees that Assignor shall not, without first obtaining Assignee’s or its successor’s or assign’s written consent, convey, assign, sell, mortgage, encumber, pledge, hypothecate, grant a security interest in, grant an option or options with respect to, or otherwise dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration) the Interest Rate Cap Agreement.  Assignor and Counterparty hereby covenant and agree that neither Assignor nor Counterparty shall, without first obtaining Assignee’s or its successor’s or assign’s written consent, amend, modify, cancel or terminate the Interest Rate Cap Agreement.  Assignee agrees to be bound by all of the terms, covenants and conditions of the Interest Rate Cap Agreement.

5.                     In the event that for any reason the Interest Rate Cap Agreement ever expires, or is terminated, rescinded or revoked and, as a result thereof, a termination fee or such similar payment is owing to Assignor by Counterparty, such sum is and shall be considered a Payment and a part of the Cap Collateral and shall be held and disbursed by Assignee in accordance with the terms hereof; provided, that so long as no Event of Default has occurred and is continuing, Assignee will (a) make such termination fee or similar payment available to Assignor to be applied to the reasonable and customary costs and expenses payable by Assignor in connection with Assignor’s replacement of the Interest Rate Cap Agreement and (b) disburse the balance of such termination fee or similar payment to Assignor if Assignor has replaced the Interest Rate Cap Agreement in accordance with the terms and provisions of this Assignment and the other Loan Documents, and such replacement interest rate cap agreement is in fact in full force and effect.

6.                     Assignor represents and warrants that:  (a) it has the full power, right and authority to assign its interest in the Cap Collateral, (b) Assignor owns the Cap Collateral free and clear of all liens and claims of others and Assignor has not transferred, assigned, granted a security interest in or otherwise encumbered its interest in and to the Cap Collateral other than in favor of Assignee, (c) no security agreement, financing statement or other document is on file or of record in any public office with respect to the Cap Collateral, other than in favor of Assignee, (d) the obligation of the Counterparty under the Interest Rate Cap Agreement to make Payments is not subject to any defense or counterclaim arising from any act or omission of Assignor or any Affiliate of Assignor, (e) the location of its chief executive office is the address set forth in the caption to this Assignment and (f) upon the filing of UCC Financing Statements naming Assignor as debtor and Assignee as secured party in the Office of the Delaware Secretary of State and the Office of the Nevada Secretary of State, Assignee will have a first priority perfected lien on the Cap Collateral.

7.                     Assignor covenants and agrees with Assignee as follows (a) it will comply with all terms of the Interest Rate Cap Agreement, (b) it will not waive any provision of the Interest Rate Cap Agreement, fail to deliver a copy of any notice received from Counterparty to Assignee or, without the prior written consent of Assignee, fail to exercise any right thereunder and (c) it will not change the location of its state of organization from the location specified in the caption to this Assignment unless, in conjunction therewith, Assignor executes and delivers

2

to Assignee such additional UCC Financing Statements as Assignee shall reasonably request to allow for Assignee’s continued prior and perfected lien on the Cap Collateral.

8.                     Assignor further covenants and agrees with Assignee that it will at any time and from time to time, upon the written request of Assignee, and at the sole expense of Assignor, promptly and duly execute and deliver such further instruments and documents and take such further action as Assignee may reasonably request for the purpose of obtaining or preserving the full benefits of this Assignment and of the rights and powers herein granted, including, without limitation, the filing of any financing or continuation statements under the UCC.  Assignor also hereby authorizes Assignee to file any such financing or continuation statement without the signature of Assignor to the extent permitted by applicable law.  A carbon, photographic or other reproduction of this Assignment shall be sufficient as a financing statement for filing in any jurisdiction.

9.                     This Assignment does not include the delegation to Assignee of any of Assignor’s duties, responsibilities or obligations under the Interest Rate Cap Agreement, Assignor remaining liable to perform all duties, responsibilities and obligations to be performed by Assignor thereunder, and Assignee shall not have any obligation or liability under the Interest Rate Cap Agreement or by reason of or arising out of this Assignment or the receipt by Assignee of any Payment and Assignor specifically agrees to indemnify and forever hold Assignee harmless from any claim or liability on account thereof, including, without limitation, attorneys’ fees incurred.

10.                   Assignee shall only be accountable for Payments actually received by it hereunder.  Assignee’s sole duty with respect to the custody, safekeeping and physical preservation of the Cap Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as Assignee deals with similar property for its own account.  Neither Assignee nor any of its directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon all or any part of the Cap Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Cap Collateral upon the request of Assignor or any other person or to take any other action whatsoever with regard to the Cap Collateral or any part thereof.  The powers conferred on Assignee hereunder are solely to protect Assignee’s interests in the Cap Collateral and shall not impose any duty upon Assignee to exercise any such powers.  Assignee shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to Assignor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

11.                   Any notices required to be given under this Assignment shall be given in the manner provided in the Loan Agreement.

12.                   This Assignment may not be modified, amended or terminated except by a written agreement executed by all of the parties hereto.

13.                   Any provision of this Assignment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition

3

or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

14.                   Assignee shall not by any act (except by a written instrument), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Event of Default or in any breach of any of the terms and conditions hereof.  No failure to exercise, nor any delay in exercising, on the part of Assignee any right, power or privilege hereunder shall operate as a waiver thereof.  No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  A waiver by Assignee of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which Assignee otherwise have on any future occasion.  The rights and remedies herein provided are cumulative, may be exercised singularly or concurrently and are not exclusive of any rights or remedies provided by law.

15.                   The parties hereto hereby notify Counterparty of this Assignment and the security interests granted to Assignee hereunder and instruct Counterparty to make all payments to be made under or pursuant to the terms of the Interest Rate Cap Agreement, without set-off, defense or counterclaim, to Assignee in accordance with written instructions (subject to the terms hereof) delivered by Assignee, its successors or assigns, to Counterparty at the address set forth under its signature hereto.

16.                   THIS ASSIGNMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO CHOICE OF LAW DOCTRINE.

17.                   This Assignment shall terminate upon the earlier to occur of (a) the termination or expiration of the Interest Rate Cap Agreement and (b) the payment in full of the Loan.

18.                   This Assignment shall be binding upon and shall inure to the benefit of Assignor and Assignee and their respective successors and assigns.

19.                   This Assignment may be executed in any number of counterparts each of which shall be an original, but all of which shall constitute one instrument.

20.                   Assignee shall have the right to assign this Assignment and the obligations hereunder in connection with the assignment of the Loan.  The parties hereto acknowledge that following the execution and delivery of this Assignment, Assignee may sell, transfer and assign this Assignment, the Loan and the other Loan Documents.  All references to “Assignee” hereunder shall be deemed to include the assigns of Assignee and the parties hereto acknowledge that actions taken by Assignee hereunder may be taken by Assignee’s agents and by the agents of the assigns of Assignee.

21.                   The provisions of Section 9.4 of the Loan Agreement are hereby incorporated by reference as if fully set forth herein.

4

22.                   In consideration of the foregoing agreement by the Counterparty, Assignor and Assignee agree that (a) Counterparty shall be entitled to conclusively rely (without any independent investigation) on any notice or instructions from Assignee in respect of the Interest Rate Cap Agreement and (b) Counterparty shall be held harmless and shall be fully indemnified by Assignor, from and against any and all claims, other than those arising out of the gross negligence or willful misconduct of Counterparty, and from and against any damages, penalties, judgments, liabilities, losses or expenses (including attorney’s fees and disbursements) reasonably incurred by Counterparty as a result of the assertion of any claim, by any person or entity, arising out of, or otherwise related to, any actions taken or omitted to be taken by Counterparty in reliance upon any such instructions or notice provided by Assignee.

23.           If Assignor consists of more than one Person, the obligations and liabilities of each such Person shall be joint and several.

[NO FURTHER TEXT ON THIS PAGE]

5

IN WITNESS WHEREOF, Assignor and Assignee have duly executed this Assignment on the day and year first written above.

ASSIGNOR:	PH FEE OWNER LLC, a Delaware limited liability company
	By:	______________________________
		Name:
		Title:
	OPBIZ, L.L.C., a Nevada limited liability company
	By:	______________________________
		Name:
		Title:
ASSIGNEE:	COLUMN FINANCIAL, INC., a Delaware limited liability company
	By:	______________________________
		Name:
		Title:

6

THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF NOTICE OF THE FOREGOING ASSIGNMENT AND CONSENTS THERETO AND AGREES THAT THE UNDERSIGNED SHALL HEREAFTER CAUSE ALL PAYMENTS REQUIRED TO BE MADE BY THE UNDERSIGNED PURSUANT TO THE TERMS OF THE INTEREST RATE CAP AGREEMENT TO BE MADE DIRECTLY TO ASSIGNEE, ITS SUCCESSORS OR ASSIGNS, IN ACCORDANCE WITH WRITTEN INSTRUCTIONS (BUT SUBJECT TO THE TERMS OF THE ASSIGNMENT) TO BE DELIVERED BY ASSIGNEE, ITS SUCCESSORS OR ASSIGNS, TO THE UNDERSIGNED AT THE ADDRESS SET FORTH BELOW.  THE UNDERSIGNED FURTHER AGREES THAT ALL SUCH PAYMENTS SHALL BE MADE TO ASSIGNEE WITHOUT SET-OFF, DEFENSE OR COUNTERCLAIM.  THE UNDERSIGNED AGREES THAT IT SHALL NOT AMEND OR MODIFY THE INTEREST RATE CAP AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF ASSIGNEE, ITS SUCCESSORS OR ASSIGNS.

COUNTERPARTY:

SMBC DERIVATIVE PRODUCTS LIMITED
By: SMBC Capital Markets, Inc.
Its: Agent
By:	____________________________________
	Name: R. Spencer Smith
	Title: Vice President
By:	____________________________________
	Name: Rozina Dewji
	Title: Assistant Vice President

Address for notice:

SMBC Derivative Products Limited

Eighth Floor, Temple Court

11 Queen Victoria Street

London EC4N 4TA United Kingdom

Attention: Swaps Administration

Facsimile No.: (44 207) 786 1419

Telephone No.: (44 207) 786 1400

with a copy to:

SMBC Capital Markets, Inc.

277 Park Avenue, Fifth Floor

7

New York, NY  10172  USA

Attention: President

Facsimile No.: (212) 224-4948

                   (212) 224-5111 (for payment and reset notices)

Telephone No.: (212) 224-5021

8

EX-10.40

Exhibit 10.40

ACKNOWLEDGMENT AND CONSENT OF PLEDGE

The undersigned hereby acknowledges receipt of a copy of that certain Pledge and Security Agreement (the “Pledge Agreement”) of even date herewith made by MEZZCO, L.L.C., a Nevada limited liability company (“Pledgor”), in favor of Column Financial, Inc., a Delaware corporation (together with its successors and assigns, “Lender”), and agrees that Pledgor is bound thereby.  The undersigned agrees to notify Lender promptly in writing of the occurrence of any of the events described in Section 5(a) of the Pledge Agreement.

Dated:  as of November 30, 2006

OpBiz, L.L.C., a Nevada limited liability company
By:
	Name:
	Title:

EX-10.41

Exhibit 10.41

ACKNOWLEDGMENT AND CONSENT OF PLEDGE

The undersigned hereby acknowledges receipt of a copy of that certain Pledge and Security Agreement (the “Pledge Agreement”) of even date herewith made by MEZZCO, L.L.C., a Nevada limited liability company (“Pledgor”), in favor of Column Financial, Inc., a Delaware corporation (together with its successors and assigns, “Lender”), and agrees that Pledgor is bound thereby.  The undersigned agrees to notify Lender promptly in writing of the occurrence of any of the events described in Section 5(a) of the Pledge Agreement.

Dated:  as of November 30, 2006

OpBiz, L.L.C., a Nevada limited liability company
By:
	Name:
	Title:

EX-10.42

Exhibit 10.42

ACKNOWLEDGEMENT AND CONSET OF PLEDGE

The undersigned hereby acknowledges receipt of a copy of that certain Pledge and Security Agreement (the “Pledge Agreement”) of even date herewith made by PH FEE LLC., a Delaware limited liability company (“Pledgor”), in favor of Column Financial, Inc., a Delaware corporation (together with its successors and assigns, “Lender”), and agrees that Pledgor is bound thereby.  The undersigned agrees to notify Lender promptly in writing of the occurrence of any of the events described in Section 5(a) of the Pledge Agreement.

Dated:  as of November 30, 2006

TSP Owner LLC, a Delaware limited liability company
By:
	Name:
	Title:

1

EX-10.43

Exhibit 10.43

ACKNOWLEDGEMENT AND CONSENT OF PLEDGE

The undersigned hereby acknowledges receipt of a copy of that certain Pledge and Security Agreement (the “Pledge Agreement”) of even date herewith made by PH FEE OWNER LLC., a Delaware limited liability company (“Pledgor”), in favor of Column Financial, Inc., a Delaware corporation (together with its successors and assigns, “Lender”), and agrees that Pledgor is bound thereby.  The undersigned agrees to notify Lender promptly in writing of the occurrence of any of the events described in Section 5(a) of the Pledge Agreement.

Dated:  as of November 30, 2006

TSP Owner LLC, a Delaware limited liability company
By:
	Name:
	Title:

EX-10.44

EXHIBIT 10.44

SECURITY AGREEMENT

(COPYRIGHTS)

WHEREAS, OPBIZ, L.L.C., a Nevada limited liability company (herein referred to as “Grantor”), has adopted, used and is using the copyrights listed on the annexed Schedule 1 annexed hereto as part hereof, which copyrights are registered in the United States Copyright Office (the “Copyrights”);

WHEREAS, Grantor is obligated to Column Financial, Inc., (referred to herein as the “Grantee”) as defined in the Security Agreement dated as of November [   ], 2006 (the “Security Agreement”) among Grantor, the other Pledgors named therein and the Grantee for the payment and performance of the Secured Obligations (as defined in the Security Agreement); and

WHEREAS, pursuant to the Security Agreement, Grantor has granted to Grantee a security interest in, and mortgage on, all right, title and interest of Grantor in and to the Copyrights, all extensions, continuations, continuations-in-part, renewals and reissues thereof, and all proceeds thereof, including, without limitation, any and all causes of action which may now or hereafter exist by reason of infringement thereof (the “Collateral”), to secure the payment, performance and observance of the Secured Obligations, as defined in the Security Agreement.

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, Grantor does hereby further assign unto Grantee and grant to Grantee a security interest in, and mortgage on, the Collateral to secure the prompt payment, performance and observance of the Secured Obligations.

Grantor does hereby further acknowledge and affirm that the rights and remedies of Grantee with respect to the security interest in and mortgage on the Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein.

Grantee’s address is 11 Madison Avenue, New York, New York 10010.

1

IN WITNESS WHEREOF, Grantor has caused this Security Agreement to be duly executed by its officer thereunto duly authorized as of the      day of November, 2006.

OPBIZ, L.L.C., a Nevada limited liability company
By:
	Name:
	Title:

2

STATE OF                                    )

                                                      ) ss

County of                                      )

This instrument was acknowledged before me on                   , 200   , by                                   , as                   of                             , a[n]                    limited liability company, on behalf of such company.

(SEAL)
	Notary Public

My commission will expire:

3

SCHEDULE 1 TO SECURITY AGREEMENT

(COPYRIGHTS)

Copyright	Application/Registration No.	Issue Filing Date	Volume/Page No.
Aladdin	VA 1-072-146	August 11, 2000	3514/761
Genii	VA 1-072-147	August 11, 2000	3514/761
Lantern	VA 1-072-145	August 11, 2000	3514/761
Magic Carpet	VA 1-072-149	August 11, 2000	3514/761
Pegasus	VA 1-072-148	August 11, 2000	3514/761
ROC	VA 1-072-151	August 11, 2000	3514/761
Sheharazade	VA 1-072-152	August 11, 2000	3514/761
Sinbad	VA 1-072-150	August 11, 2000	3514/761

4

EX-10.45

Exhibit 10.45

SECURITY AGREEMENT

(TRADEMARKS)

WHEREAS, OPBIZ, L.L.C., a Nevada limited liability company (herein referred to as “Grantor”), has adopted, used and is using the trademarks listed on the annexed Schedule 1 annexed hereto as part hereof, which trademarks are registered in the United States Patent and Trademark Office (the “Trademarks”);

WHEREAS, Grantor is obligated to Column Financial, Inc., (referred to herein as the “Grantee”) as defined in the Security Agreement dated as of November [     ], 2006 (the “Security Agreement”) among Grantor, the other Pledgors named therein and the Grantee for the payment and performance of the Secured Obligations (as defined in the Security Agreement); and

WHEREAS, pursuant to the Security Agreement, Grantor has granted to Grantee a security interest in, and mortgage on, all right, title and interest of Grantor in and to the Trademarks, together with the goodwill of the business symbolized by the Trademarks and the applications and registrations thereof, and all proceeds thereof, including, without limitation, any and all causes of action which exist by reason of infringement thereof (the “Collateral”), to secure the payment, performance and observance of the Secured Obligations;

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, Grantor does hereby further grant to Grantee a security interest in, and mortgage on, the Collateral to secure the prompt payment, performance and observance of the Secured Obligations.

Grantor does hereby further acknowledge and affirm that the rights and remedies of Grantee with respect to the assignment of, security interest in and mortgage on the Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein.

Grantee’s address is 11 Madison Avenue, New York, New York 10010.

IN WITNESS WHEREOF, Grantor has caused this Security Agreement to be duly executed by its officer thereunto duly authorized as of the     day of November, 2006.

OPBIZ, L.L.C., a Nevada limited liability company
By:
	Name:
	Title:

STATE OF	)
	)  ss.
County of	)

This instrument was acknowledged before me on                              , 200   , by                               , as                                          of                                         , a[n]                                               limited liability company, on behalf of such company.

(SEAL)
	Notary Public
My commission will expire:

SCHEDULE 1 TO SECURITY AGREEMENT

TRADEMARKS

Trademark	Application/Registration No.	Issue/Filing Date
Aladdin	Reg. # 1,781,854	July 13, 1993
Aladdin	Reg. # 1,779,369	June 29, 1993
Aladdin (stylized letters)	Reg. # 1,781,855	July 3, 1993
Aladdin (stylized letters)	Reg. # 2,636,409	October 15, 2002
Aladdin (stylized letters)	Reg. # 2,628,932	October 1, 2002
Aladdin and Design	Ser. # 75-936-971	March 6, 2000
Aladdin and Design	Reg. # 2,628,854	October 1, 2002
Aladdin and Design	Reg. # 2,632,473	October 8, 2002
Aladdin Las Vegas and Design	Reg. # 2,628,853	October 1, 2002
Club Aladdin	Reg. # 2,580,871	June 18, 2002
Curve	Reg. # 2,706,903	April 15, 2003
Curve Nightlife Evolved and Design	Reg. # 2,704,444	April 18, 2003
Ebony Horse Bar	Reg. # 2,678,663	January 21, 2003
Elements	Reg. # 2,515,362	December 4, 2001
No Risk Slots	Reg. # 2,761,456	September 9, 2003
Roc Bar	Reg. # 2,734,651	July 8, 2003
Sinbad’s Palace	Reg. # 2,549,131	March 19, 2002
Spice Market Buffet	Reg. # 2,699,487	March 25, 2003

Tangiers	Ser. # 76-069,802	June 12, 2000
Towering Palms Bar & Grill	Reg. # 2,638,236	October 22, 2002
Tremezzo	Reg. # 2,514,613	December 4, 2001
Where Wishes Come True	Reg. # 2,491,106	September 18, 2001
Where Wishes Come True	Reg. # 2,764,504	September 16, 2003
The Sunset Strip Band	Ser.# 78-736,141	October 19, 2005

EX-10.46

Exhibit 10.46

OPERATIONS AND MAINTENANCE AGREEMENT

THIS OPERATIONS AND MAINTENANCE AGREEMENT (“Agreement”) is made as of November 30, 2006, by OpBiz, L.L.C., a Delaware limited liability company (“OpBiz”), and PH Fee Owner LLC, a Nevada limited liability company (“Fee Owner” and, together with OpBiz, individually or collectively as the context indicates, “Borrower”), each having its principal place of business at 3667 Las Vegas Boulevard South, Las Vegas, Nevada 89109, and COLUMN FINANCIAL, INC., a Delaware corporation, having an address at 11 Madison Avenue, New York, New York 10010 (“Lender”).

RECITALS:

C.    This Agreement is being executed in connection with Lender’s making a loan to Borrower in the original principal amount of EIGHT HUNDRED TWENTY MILLION and No/100 Dollars ($820,000,000) (the “Loan”) pursuant to that certain Loan Agreement, dated the date hereof, by and between Borrower and Lender (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “Loan Agreement”).

D.    The Loan is evidenced by a Promissory Note (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “Note”) of even date herewith made by Borrower in favor of Lender, and is secured by, among other things, a  that certain Deed of Trust, Security Agreement, Assignment of Leases and Rents, Financing Statement and Fixture Filing, dated as of the date hereof, made by Borrower to First American Title Insurance Company, a New York corporation, as trustee, for the benefit of Lender, as beneficiary (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “Security Instrument”) of even date herewith granting Lender a first lien on the property more particularly set forth on Exhibit A attached hereto and known as The Planet Hollywood (Aladdin) Casino Resort (the “Property”).  Capitalized terms used but not defined herein shall have the meaning set forth in the Loan Agreement.

E.     As a condition of making the Loan, Lender has required Borrower to develop an operations and maintenance program for the Property.

NOW, THEREFORE, in consideration of the above and the mutual promises contained in this Agreement, the receipt and sufficiency of which are acknowledged, Borrower and Lender agree as follows:

1.             Development and Implementation of Operations and Maintenance Program.  Borrower hereby covenants to prepare, or cause to be prepared, an operations and maintenance program (the “O&M Program”) for the Property which addresses any requirements of the environmental report prepared by Land of America Assessment, dated as of September 13, 2006 (the “Environmental Report”) and includes (a) testing for asbestos at the Property by an engineering firm licensed to conduct such testing and the preparation by such engineering firm of a report on the results of such testing and any recommendations for removal, encapsulation or other remediation with respect to any asbestos; (b) if recommended in the Environmental Report, a plan for the encapsulation,

removal or other action with respect to asbestos at the Property; and (c) compliance with the requirements listed on Exhibit B attached hereto.  The O&M Program shall be subject to Lender’s approval and within forty-five (45) days of the date hereof Borrower shall provide Lender with evidence reasonably satisfactory to Lender that the O&M Program has been established and is in operation.

2.             Compliance with O&M Program.  Borrower hereby covenants and agrees that during the term of the Loan, including any extension or renewal thereof, Borrower shall comply in all respect with the terms and conditions of the O&M Program.

3.             Default Under Note and Loan Agreement.  Borrower hereby acknowledges and agrees that if Borrower fails to comply in all material respects with the terms and conditions of the O&M Program, and such failure continues for a period of thirty (30) days after written notice thereof, such failure will constitute an Event of Default under the Loan Agreement.

4.             Successors and Assigns Bound.  This Agreement shall be binding upon Borrower and Lender and their respective successors and assigns, and shall inure to the benefit of and may be enforced by Lender and it successors, transferees and assigns.  Borrower shall not assign any of its rights and obligations under this Agreement without the prior written consent of Lender, unless expressly permitted in the Loan Agreement.

5.             Applicable Law.  This Agreement shall be governed in accordance with the terms and provisions of Section 10.3 of the Loan Agreement.

6.             Hazardous Materials Covenants of the Borrower.  Lender’s requirement that the Borrower develop and comply with the O&M Program shall not be deemed to constitute a waiver or a modification of any of the Borrower’s representations, covenants or agreements with respect to environmental matters set forth in the Loan Agreement, Security Instrument or any other Loan Document.

7.             Indemnification.  Borrower shall protect, indemnify, and hold harmless Lender and its successors and assigns, respective parents, subsidiaries and affiliates, their respective officers, directors, shareholders, members, managers, employees and agents, and their respective heirs, legal representatives, successors and assigns (collectively, the “Indemnitees” and, each, an “Indemnitee”), from and against all liabilities, obligations, claims, demands, damages, penalties, causes of action, losses, fines, costs and expenses (including without limitation reasonable attorneys’ fees and expenses), imposed upon or incurred by or asserted against Lender by reason of Borrower’s failure to adopt, implement and carry out an O&M program as required under this Agreement.

8.             Survival of Obligations.  Each and all of the covenants and agreements and indemnities contained in this Agreement shall terminate upon sale or similar disposition of the Property by Borrower, other than to any of Borrower’s affiliates.  This Agreement is not intended to be, nor shall it be, secured by the Security Instrument, and it is not intended to secure payment of the Note.

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9.             Continuation of Obligations Under Other Loan Documents.  Nothing herein contained shall in any manner whatsoever alter, impair or affect the obligations of Borrower, or relieve Borrower of any of its obligations, to make payment all and to perform of its other obligations required pursuant to the Note, the Loan Agreement, the Security Instrument and the other Loan Documents.

10.           Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed to constitute an original, but all of which, when taken together, shall constitute one and the same instrument.

[NO FURTHER TEXT ON THIS PAGE]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date and year first written above.

BORROWER:
OPBIZ, L.L.C.
By:
	Name:
	Title:
PH FEE OWNER LLC
By:
	Name:
	Title:
LENDER:
COLUMN FINANCIAL, INC.
By:
	Name:
	Title:

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EXHIBIT A

(Legal Description)

EXH. A-1

EXHIBIT B

The O&M Program with respect to asbestos is designed to clean up any existing contamination, minimize further releases of fibers, and monitor the condition of asbestos-containing materials until they are removed.  The O&M Program should follow the USEPA Guidance Document titled “Managing Asbestos in Place — A Building Owner’s Guide to Operations and Maintenance Programs for Asbestos-Containing Materials” (also known as the “Green Book”).  Specific requirements include the following:

A.Adopt and implement on an on-going basis a program to properly inform all workers who are working on floor tiles and textured ceilings on the Property, as well as all tenants, maintenance staff, custodial workers, contract workers, building occupants or any other persons, of where any asbestos or potential asbestos containing material (“ACM”) is located on the Property, and why and how to avoid disturbing it.

B.Conduct regular surveillance for asbestos and ACM on the Property and to note, assess and document any changes in its condition or characteristics.

C.Institute and control a permit system with respect to all work to be performed on the Property in buildings where asbestos has been identified or is suspected, so as to control activities which might disturb asbestos.

D.Adopt, implement and monitor for ongoing compliance work practices to avoid or minimize fiber release during activities affecting asbestos, including, but not limited to, work practices for cleaning the building and minimizing ACM disturbance during maintenance and renovation.

E.Adopt a procedure for cleaning up asbestos fibers after a fiber release episode.

F.Document all activities in accordance with standards generally applicable to well-run O&M Programs.

G.Adopt, implement and monitor for compliance and effectiveness medical and respiratory protection programs, as necessary.

H.Provide training programs for an asbestos program manager, as well as custodial and maintenance staff training, in accordance with customary standards and practices for well-run O&M Programs.

I.Asbestos in the form of floor tile may be permitted to remain in place, provided the integrity of the material remains intact and undisturbed.  Any repairs, removal or disposal of those tiles must be performed by a licensed asbestos contractor.

EXH. B-1

J.Adopt procedures for handling ACM and asbestos in accordance with local, state, and federal governmental requirements and industry practices.

K.Adopt other procedures as recommended by the United States Environmental Protection Agency and industry, trade and insurance groups.

EXH. B-2

EX-10.47

Exhibit 10.47

RESTRUCTURING AGREEMENT

This Restructuring Agreement (the “Agreement”) is made as of November 30, 2006 between EQUITYCO, L.L.C., a Nevada limited liability company (“EquityCo”), MEZZCO, L.L.C., a Nevada limited liability company (the “Company”), OPBIZ, L.L.C., a Nevada limited liability company (“OpBiz”),the noteholders a party to this Agreement (the “Purchasers”), the warrantholders party to this Agreement (the “Warrantholders”, and together with the Purchasers, the “Securityholders”) and Post Advisory Group, L.L.C., a Delaware limited liability company (the “Collateral Agent”).

RECITALS

WHEREAS, the Company, OpBiz and Securityholders entered into that certain Securities Purchase Agreement dated as of August 9, 2004 (the “Securities Purchase Agreement”), pursuant to which Company issued to the Securityholders (i) 16% Senior Subordinated Secured Notes to the Purchasers in the original aggregate principal amount of Eighty Seven Million Dollars ($87,000,000) (the “Notes”, and together with the Securities Purchase Agreement, and all other documents executed and in effect in connection with the Securities Purchase Agreement, the “Notes Documents”), (ii) warrants of the Company for the purchase (subject to adjustment as provided for therein) of an aggregate of 17,500 Units representing Interests consisting of (a) Class B Units of the Company or (b) if the holders thereof so elect, either Class A Units of the Company or a combination of Class A Units and Class B Units, all exercisable at a price per unit of $0.01 (subject to adjustment), as more fully described therein (the “Warrants”) and (iii) upon exercise of the Warrants (or any of them) the issuance of the Warrant Interests referenced therein and as more fully described in that certain Investor Rights Agreement dated as of August 9, 2004 (the “Investor Rights Agreement”) by and among the Company, OpBiz, L.L.C., a Nevada limited liability company (“OpBiz”) and the Warrantholders signatory thereto from time to time;

WHEREAS, pursuant to Section 2.1(a) of the Securities Purchase Agreement, the Notes are scheduled to mature on August 9, 2011 and the Company is not permitted to voluntarily redeem the Notes on the date hereof, as further provided in Section 2.6.2 of the Securities Purchase Agreement;

WHEREAS, the Company has indicated (i) its desire to enter into that certain credit facility with Column Financial Inc., in the aggregate principal amount of up to $820,000,000 (the “Refinancing”), and (ii) that it desires to use a portion of the proceeds from the Refinancing to voluntarily redeem the Notes in full for an aggregate cash payment equal to $150,000,000 plus the applicable per diem amount described in the payoff letter attached as Exhibit 2(a)(ii) hereto  (the “Prepayment”);

WHEREAS, the Company has requested that (i) the Purchasers consent to the Refinancing and the Prepayment, (ii) the Securityholders agree to a one-time limited waiver of certain defaults by the Company under the Amended and Restated Loan and Facilities Agreement dated as of August 9, 2004 by and between OpBiz, the Lenders signatory thereto from time to time and The Bank of New York, Asset Solutions Division, as administrative agent and collateral agent, and any successor agent appointed thereto from time to time (the “Senior Agent”), such defaults as disclosed in BH/RE L.L.C.’s (a Nevada limited liability company) Form 10-Q for the period ended June 30, 2006 (the “Disclosed Default”), (iii) the Purchasers

agree to terminate the Securities Purchase Agreement in its entirety (the “SPA Termination”), (iv) the Securityholders release OpBiz, from its Guaranteed Obligations, as defined in, and pursuant to, that certain Guaranty Agreement, dated as of August 9, 2004 (the “OpBiz Guaranty”) and executed by OpBiz in favor of the Purchasers (as defined therein) and the Collateral Agent (the “Guaranty Release”), (v) the Securityholders release the Company from its pledge of the Collateral, as defined in, and pursuant to, that certain Pledge Agreement, dated as of August 9, 2004 (the “MezzCo Pledge”), and executed by the Company in favor of the Collateral Agent (the “Pledge Release”), (vi) the Securityholders release their Security Interest, as defined in, and pursuant to, that certain Security Agreement, as amended by that certain Amendment to Security Agreement, in each case dated as of August 9, 2004 and executed by the Company in favor of the Collateral Agent (the “Security Release”), (vii) the Securityholders release the Deed of Trust, dated as of August 9, 2004 and executed by the Company in favor of the Trustee (as defined therein) for the benefit of the Collateral Agent, as Beneficiary thereunder (the “Real Property Release”), and (viii) the Securityholders release the Securities Account, as defined in, and pursuant to, that certain Securities Account Control Agreement, dated as of August 9, 2004 and executed by the Company, the Collateral Agent and Wells Fargo Bank, N.A., as Intermediary thereunder (the “Account Release” and collectively with the Guaranty Release, the Pledge Release, the Security Release and the Real Property Release, the “Releases”);

WHEREAS, the Securityholders are willing to consent to the Refinancing and the Prepayment, and agree to the SPA Termination and the Releases, on the terms and conditions as provided herein, including, without limitation, satisfaction in full of the conditions provided in Section 3 hereof; and

WHEREAS, in connection with the SPA Termination and the Refinancing,  the Company and the Warrantholders have determined that it is in their best interest to, and hereby agree to enter into, an Amended and Restated Investor Rights Agreement dated as of the date hereof (the “A&R Investor Rights Agreement”) and to amend and restate the Warrants (each an “A&R Warrant” and collectively the “A&R Warrants”).

NOW THEREFORE, in consideration of the foregoing and for other consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1.             Defined Terms.  All capitalized terms used but not defined herein shall have the meanings given to such terms in the Securities Purchase Agreement.

2.             Consent, Waiver, Termination and Releases.  Subject to satisfaction in full of the Restructuring Conditions (as defined below):

(a)           The Purchasers hereby consent to the Refinancing and the Prepayment, as more fully provided in the Release, Consent and Waiver, by and among the Company and the Securityholders, dated as of the date hereof and attached hereto as Exhibit 2(a)(i) (the “Release, Consent and Waiver”), and subject to the terms and conditions of the payoff letter, executed by the Purchasers on or about the date hereof and attached hereto as Exhibit 2(a)(ii).

(b)           The Securityholders hereby agree to waive the Disclosed Default, as more fully provided in the Release, Consent and Waiver.

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(c)           The Warrantholders hereby agree that, notwithstanding any provisions in the Warrants or the Investor Rights Agreement to the contrary, no adjustments to the Warrants, as provided in Section 2 of the Warrants, will be made to any Warrant in respect of the Refinancing or the Disclosed Default.

(d)           The Purchasers and the Company hereby agree to the SPA Termination.

(e)           The Purchasers hereby agree to each of the Releases, as more fully provided in the Release, Consent and Waiver, and with respect to the Real Property Release, as additionally provided in that certain Release of Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing, dated on or about the date hereof, recorded with Chicago Title Agency of Nevada, Inc., as Trustee and attached hereto as Exhibit 2(d).  The parties hereto shall cause all Releases to be filed and released or terminated, as the case may be, and the certificate representing the membership interest in OpBiz to be returned to the Company on the date hereof.

(f)            The Purchasers hereby agree to effect the ICA Termination, as defined below.

3.             Effectiveness of this Agreement.  This Agreement and all consents, waivers, terminations, releases, or other acts pursuant to Section 2 herein or otherwise shall become effective only upon the satisfaction in full of the following conditions precedent (which shall be the “Restructuring Conditions”):

(a)           The Purchasers shall have received a wire transfer in the aggregate amount of $150,000,000 in immediately available funds, together with the per diem amount referenced in the payoff letter, to be allocated amongst the Purchasers as set forth on Schedule 3(a) attached hereto.

(b)           The Warrantholders, shall have received a certificate from an Approved Officer of the Company (the “Closing Certificate”), in form reasonably satisfactory to the Warrantholders, and in any event certifying a true and complete copy of the Refinancing Documents shall have been delivered to the Warrantholders, and a fully executed Closing Certificate shall be attached hereto as Exhibit 3(b).

(c)           EquityCo shall have entered into a guaranty, dated the date hereof, with  the Warrantholders, on substantially the same terms as the OpBiz Guaranty (the “EquityCo Guaranty”), and a fully executed EquityCo Guaranty shall be attached hereto as Exhibit 3(c).

(d)           EquityCo shall have entered into a pledge agreement, dated the date hereof, for the benefit of the Warrantholders, on substantially the same terms as the MezzCo Pledge (the “EquityCo Pledge”), and a fully executed EquityCo Pledge shall be attached hereto as Exhibit 3(d).

(e)           The Warrantholders and the Collateral Agent shall have executed and delivered that certain First Amendment to Collateral Agency Agreement, dated the date hereof, in form and substance satisfactory to the Warrantholders, providing that the definition of “Pledged Collateral” in that certain Collateral Agency Agreement, dated as of August 9, 2004, shall include only the Collateral as defined in the EquityCo Pledge, and that “Collateral Documents” therein shall include only the EquityCo Pledge (the “First Amendment to

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Collateral Agency Agreement”), and a fully executed First Amendment to Collateral Agency Agreement shall be attached hereto as Exhibit 3(e).

(f)            OpBiz, Planet Hollywood International, Inc., a Delaware corporation, Planet Hollywood Memorabilia, Inc., a Florida Corporation, Planet Hollywood (Region IV), Inc., a Minnesota corporation, and the Warrantholders shall have entered into that certain Amended and Restated License Subordination Agreement, dated the date hereof, on terms satisfactory to the Warrantholders (the “A&R License Subordination Agreement”), and a fully executed A&R License Subordination Agreement shall be attached hereto as Exhibit 3(f).

(g)           The Company shall have entered into the A&R Investor Rights Agreement with each of the Warrantholders, on terms satisfactory to the Warrantholders and dated the date hereof, and a fully executed copy of the A&R Investor Rights Agreement  shall be attached hereto as Exhibit 3(g).

(h)           The form of the A&R Warrants shall have been agreed upon by the Company and the Warrantholders (the A&R Warrants, together with this Agreement, the Closing Certificate, the EquityCo Guaranty, the EquityCo Pledge, the Amendment to Collateral Agency Agreement, the A&R License Subordination Agreement and the A&R Investor Rights Agreement are collectively referred to herein as the “Restructuring Documents”), and the form of A&R Warrant shall be attached hereto as Exhibit 3(h).

(i)            The Senior Agent, the Company and OpBiz shall have executed and delivered to the Securityholders that certain acknowledgement of termination with respect to the Intercreditor Agreement (Senior Debt), dated the date hereof, in form and substance satisfactory to the Purchasers, providing that the Intercreditor Agreement (Senior Debt) is no longer in force and effect (the “ICA Termination”), and a fully executed ICA Termination shall be attached hereto as Exhibit 3(i).

(j)            The Company and the Securityholders shall have received counterparts hereof, duly executed and delivered by the Company and the Securityholders;

(k)           The Company shall have obtained all consents and approvals, other than the Gaming Approvals described in Section 3.10 of the A&R Investor Rights Agreement, furnished such notices and submitted such registrations or taken such other necessary action to consummate the transactions contemplated hereby;

(l)            The Securityholders shall have received an opinion of counsel to the Company and EquityCo as to the enforceability of this Agreement and the other Restructuring Documents to which the Company or EquityCo is a party, together with  a certificate of the Secretary of the Company and EquityCo, as applicable, evidencing authorization of the same, in form and substance reasonably satisfactory to the Securityholders.

(m)          All fees and expenses of the Securityholders in connection with the transactions contemplated by this Agreement and the other Restructuring Documents (including without limitation, legal fees and expenses) have been paid by the Company.

4.     Release.  The parties hereto agree as follows:

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(a)           EquityCo, the Company and OpBiz (on behalf of themselves and their Subsidiaries),  each hereby remises, releases, acquits, satisfies and forever discharges the Collateral Agent and the Securityholders, their agents, employees, officers, directors, predecessors, attorneys and all others acting or purporting to act on behalf of or at the direction of the Collateral Agent or the Securitiyholders, of and from any and all manner of actions, causes of action, suit, debts, accounts, covenants, contracts, controversies, agreements, variances, damages, judgments, claims and demands whatsoever, in law or in equity, which any of such parties ever had, now has or, to the extent arising from or in connection with any act, omission or state of facts taken or on or prior to the date hereof, may have after the date hereof against the Collateral Agent or the Securityholders, their agents, employees, officers, directors, attorneys and all persons acting or purporting to act on behalf of or at the direction of the Collateral Agent or the Securityholders (“4(a) Releasees”), for, upon or by reason of any matter, cause or thing whatsoever related to the Notes Documents through the date hereof.  Without limiting the generality of the foregoing, EquityCo, the Company and OpBiz, on behalf of themselves and their Subsidiaries, each waives and affirmatively agrees not to allege or otherwise pursue any defenses, affirmative defenses, counterclaims, claims, causes of action, setoffs or other rights they do, shall or may have as of the date hereof, including, but not limited to, the rights to contest any conduct of the Collateral Agent, the Securityholders or other 4(a) Releasees on or prior to the date hereof.

(b)           Collateral Agent and the Securityholders each hereby remises, releases, acquits, satisfies and forever discharges EquityCo, the Company and OpBiz, their agents, employees, officers, directors, predecessors, attorneys and all others acting or purporting to act on behalf of or at the direction of EquityCo, the Company or OpBiz, of and from any and all manner of actions, causes of action, suit, debts, accounts, covenants, contracts, controversies, agreements, variances, damages, judgments, claims and demands whatsoever, in law or in equity, which any of such parties ever had, now has or, to the extent arising from or in connection with any act, omission or state of facts taken or on or prior to the date hereof, may have after the date hereof against EquityCo, the Company or OpBiz, their agents, employees, officers, directors, attorneys and all persons acting or purporting to act on behalf of or at the direction of EquityCo, the Company and OpBiz (“4(b) Releasees”, and together with 4(a) Releasees, the “Releasees”), for, upon or by reason of any matter, cause or thing whatsoever related to the Notes Documents and the Warrant through the date hereof; provided, however, that the foregoing shall not release EquityCo, the Company and OpBiz from (i) any breach of the Restructuring Documents, (ii) its obligation to indemnify the Securityholders pursuant to the Securities Purchase Agreement for events that occurred on or prior to the date hereof, and (iii) the consequences of any “Default” or “Event of Default” (as such terms are defined in the Securities Purchase Agreement) existing on or prior to the date hereof that has not been previously disclosed to the Securityholders, and that would constitute a breach of the covenants incorporated by reference into the A&R Warrants, if the A&R Warrants had been issued on the date hereof.

5.     Termination.  Upon satisfaction of all Restructuring Conditions described herein, and subject to anything contained in this Agreement or in the other Restructuring Documents to the contrary, each of the Securities Purchase Agreement and the other Notes Documents (other than the Restructuring Documents) is hereby terminated, and shall be of no further force and effect, and no party to the Securities Purchase Agreement and the other Notes Documents shall have any further rights, obligations or liabilities whatsoever under such agreements.

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6.     Representations and Warranties.  EquityCo, the Company and the Securityholders (only with respect to Section 6(a) and 6(b) below) each represents, warrants and covenants that as of the date hereof (and after giving effect to the amendments and consent contained herein):

(a)           such party is duly authorized to execute and deliver this Agreement and the other Restructuring Documents.

(b)           the execution, delivery and performance of this Agreement by each party and the other Restructuring Documents have been duly authorized by all necessary action of such party and do not and will not, with respect to each such party, require any registration with, consent or approval of, notice to or action by, any Person (including any governmental agency) in order to be effective and enforceable by such party other than Gaming Approval and other approvals that have already been obtained.  This Agreement and the other Restructuring Documents constitute, and when executed, the A&R Warrants will, constitute the legal, valid and binding obligations of each party hereto and thereto, as applicable, enforceable against each in accordance with their terms.  As of the date hereof, and as of the time each Securityholder delivers its certificate evidencing the Note and /or Warrant for delivery to the Company, each such Securityholder represents and warrants to be the lawful record owner of such Securityholder’s respective Note and /or Warrant, as the case may be, and to hold record title to such Note and /or Warrant, as the case may be, free of any Liens.

(c)           except as set forth on Schedule 6(c) attached hereto, the representations and warranties of the Company contained in this Agreement, the other Restructuring Documents and the Securities Purchase Agreement are true and correct in all material respects as of the date hereof, except to the extent such representations and warranties speak as of another date, in which case such representations and warranties shall be true and correct in all material respects as of such other date.

(d)           except as set forth on  Schedule 6(d) attached hereto, as of date hereof there shall exist no Event of Default and no condition, event or act that, with the giving of notice or lapse of time, or both, would constitute such an Event of Default.

7.     Negotiations.  EquityCo, the Company and OpBiz stipulate and agree that this Agreement and each of the other Restructuring Documents are products of and result from arms-length negotiations between the parties and that neither the Securityholders nor any other party has exerted or attempted to exert improper or unlawful pressure in connection with the execution or delivery of this Agreement or any of the other Restructuring Documents.  Without in any way limiting the foregoing, each of the parties hereto stipulates and agrees that at all times during the course of the negotiations surrounding the execution and delivery of this Agreement and the other Restructuring Documents, such party has, to the extent deemed necessary or advisable in its sole discretion, been advised and assisted by competent counsel of its own choosing, and that counsel has been present and actively participated in the negotiations surrounding this Agreement and the other Restructuring Documents.

8.     Costs and Expenses.  EquityCo and the Company each jointly and severally agrees to pay on demand all reasonable and reasonably documented fees and out-of-pocket expenses of designated counsel to the Securityholders in connection with the transactions contemplated by this Agreement and the other Restructuring Documents.

9.     Delivery of Notes and Warrants.  As promptly as practicable after consummating the transactions contemplated hereby, each Securityholder shall deliver to the Company the Note or

6

Notes held by such Securityholder (or such other evidence indicating such Note or Notes have been lost, stolen or misplaced, in the form of an affidavit reasonably acceptable to the Company).  In the event the Company obtains the Gaming Approvals described in Sections 3.9 and 3.10 of the A&R Investor Rights Agreement, prior to receipt by any Securityholder of such Securityholder’s  A&R Warrant or A&R Warrants, as the case may be, such Securityholder shall have delivered  its Note(s) and / or its Warrant(s) (or such affidavit) to the Company.

10.   Indemnification.  The Company, EquityCo and each of their Subsidiaries (collectively, the “Indemnitors”) agree, jointly and severally, to indemnify, pay and hold each of the Securityholders and the partners, members, officers, directors, employees, beneficiaries, customers, attorneys and agents of each of the Securityholders (collectively, the “Indemnitees”) harmless from and against, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of (i) this Agreement, the Notes, the Warrants, and the other Restructuring Documents and all other matters related thereto or in connection therewith, (ii) the violation of any securities law by the Indemnitors in connection with or otherwise affecting the transactions contemplated by this Agreement (other than securities law violations by the Indemnitors resulting from a breach of the representations made by any Indemnitee under Section 2.1 of the A&R Investor Rights Agreement,  (iii) the failure of any of the parties (other than the Indemnities) to the Restructuring Documents to comply with any law, rule or regulation applicable to the transactions contemplated thereby or (iv) violations of any Environmental Law by the Indemnitors with respect to the Premises (the “Indemnified Liabilities”); provided that the Indemnitors shall have no obligation to an Indemnitee hereunder with respect to (a) Indemnified Liabilities which are determined by a final court decision or arbitral award to have resulted from the gross negligence or willful misconduct of that Indemnitee or (b) any intentional violation of the Gaming Laws by an Indemnitee.  To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Company shall contribute the maximum portion which it is permitted to pay and satisfy under Applicable Law, to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them.  The provisions of this Section 10 will survive the termination of this Agreement and the issuance of the Warrant Interests unless agreed in writing by the applicable Indemnitors and each affected Indemnitee.  NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY RESTRUCTURING DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY, MULTIPLE OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY RESTRUCTURING DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

11.   GOVERNING LAW.  THIS AGREEMENT AND THE OTHER RESTRUCTURING DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK.

7

12.   WAIVER OF JURY TRIAL, ETC.  EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER RESTRUCTURING DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER RESTRUCTURING DOCUMENTS, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT OR ANY OTHER RESTRUCTURING DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.  EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.

[Signature Page Follows.]

8

IN WITNESS WHEREOF, the undersigned have executed or caused this Agreement to be executed under seal as of the day and year first above written.

EQUITYCO:
EQUITYCO, L.L.C., a Nevada limited liability company
By:
Title:
THE COMPANY:
MEZZCO, L.L.C., a Nevada limited liability company
By:
Title:
OPBIZ:
OPBIZ, L.L.C., a Nevada limited liability company
	By: MEZZCO, L.L.C., a Nevada limited liability company, its sole member
By:
Title:

COLLATERAL AGENT:
	POST ADVISORY GROUP, LLC
	By:
		Name:	Lawrence A Post
		Title:	Chief Investment Officer
SECURITYHOLDERS:
	POST TOTAL RETURN MASTER FUND, L.P.
	By:	Post Advisory Group, LLC, its General Partner
	By:
		Name:	Lawrence A Post
		Title:	Chief Investment Officer
Address for notice:
11755 Wilshire Boulevard, Suite 1400
Los Angeles, CA 90025
POST DISTRESSED MASTER FUND, L.P.
	By:	Post Advisory Group, LLC, its Authorized Agent
	By:
		Name:	Lawrence A Post
		Title:	Chief Investment Officer
Address for notice:
c/o Post Advisory Group, LLC
11755 Wilshire Boulevard, Suite 1400
Los Angeles, CA 90025

STATE OF SOUTH DAKOTA RETIREMENT SYSTEM FUND
	By:	Post Advisory Group, LLC, its Authorized Agent
	By:
		Name:	Lawrence A Post
		Title:	Chief Investment Officer
Address for notice:
11755 Wilshire Boulevard, Suite 1400
Los Angeles, CA 90025
DB DISTRESSED OPPORTUNITIES MASTER PORTFOLIO LTD.
	By:	Post Advisory Group, LLC, its Authorized Agent
	By:
		Name:	Lawrence A Post
		Title:	Chief Investment Officer
Address for notice:
c/o Post Advisory Group, LLC
11755 Wilshire Boulevard, Suite 1400
Los Angeles, CA 90025
MW POST PORTFOLIO FUND, LTD.
	By:	Post Advisory Group, LLC, its Authorized Agent
	By:
		Name:	Lawrence A Post
		Title:	Chief Investment Officer
Address for notice:
c/o Post Advisory Group, LLC
11755 Wilshire Boulevard, Suite 1400
Los Angeles, CA 90025

THE OPPORTUNITY FUND LLC
	By:	Post Advisory Group, LLC, its Managing Member
	By:
		Name:	Lawrence A Post
		Title:	Chief Investment Officer
Address for notice:
c/o Post Advisory Group, LLC
11755 Wilshire Boulevard, Suite 1400
Los Angeles, CA 90025
HFR DS OPPORTUNITY MASTER TRUST
	By:	Post Advisory Group, LLC, its Authorized Agent
	By:
		Name:	Lawrence A Post
		Title:	Chief Investment Officer
Address for notice:
c/o Post Advisory Group, LLC
11755 Wilshire Boulevard, Suite 1400
Los Angeles, CA 90025
POST HIGH YIELD, L.P.
	By:	Post Advisory Group, LLC, its General Partner
	By:
		Name:	Lawrence A Post
		Title:	Chief Investment Officer
Address for notice:
c/o Post Advisory Group, LLC
11755 Wilshire Boulevard, Suite 1400
Los Angeles, CA 90025

POST BALANCED FUND, L.P.
	By:	Post Advisory Group, LLC, its General Partner
	By:
		Name:	Lawrence A Post
		Title:	Chief Investment Officer
Address for notice:
c/o Post Advisory Group, LLC
11755 Wilshire Boulevard, Suite 1400
Los Angeles, CA 90025

SPHINX DISTRESSED FUND SPC, a Cayman Islands company (in Official Liquidation pursuant to an Order of the Grand Court dated 28 July 2006)

By: Kenneth Krys

Title: Joint Official Liquidator

By: Christopher Stride

Title: Joint Official Liquidator

CANPARTNERS INVESTMENTS IV, L.L.C.
By:
	Name:
	Title:
Address for notices
c/o Canyon Capital Advisors, L.L.C.
9665 Wilshire Boulevard, Suite 200
Beverly Hills, CA  90212

CONTINENTAL CASUALTY COMPANY
By:
	Name:
	Title:
Address for notices:
333 South Wabash Avenue — 23 South
Chicago, IL 60604

JOHN HANCOCK HIGH YIELD FUND
By:
	Name:	Ismail Gunes
	Title:	Vice President Investment Operations
Address for notices:
101 Huntington Avenue
Boston, MA 02199
Notification for Future corporate actions etc (both required):
c/o Bank of New York Securities Department
P.O. Box 11,203
New York, NY 10249
Fax:  (617) 330-6583
John Hancock High Yield Fund
c/o John Hancock Advisers, LLC
Attn:  Investment Operations, 7th Floor
Private Placement Corporate Actions
101 Huntington Avenue
Boston, MA 02199-7603
Fax:  (617) 375-4808

COCHRAN ROAD, LLC
By:
	Name:	Steven Golub
	Title:	Attorney-in-Fact
Address for notices:
225 Broadway, Suite 1515
New York, NY 10007

YORK CREDIT OPPORTUNITIES FUND, L.P.
By:
	Name:	Adam J. Semler
	Title:	Chief Financial Officer
Address for notices:
767 Fifth Avenue, 17th Floor
New York, NY 10153

JEFFREY D. BENJAMIN

Address for notices:

133 East 64th Street

New York, NY 10021

EXHIBIT 2(a)(i)

RELEASE, CONSENT AND WAIVER

EXHIBIT 2(a)(ii)

PAYOFF LETTER

EXHIBIT 2(d)

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

EXHIBIT 3(b)

CLOSING CERTIFICATE

EXHIBIT 3(c)

EQUITYCO GUARANTY

EXHIBIT 3(d)

EQUITYCO PLEDGE

EXHIBIT 3(e)

FIRST AMENDMENT TO COLLATERAL AGENCY AGREEMENT

EXHIBIT 3(f)

A&R LICENSE SUBORDINATION AGREEMENT

EXHIBIT 3(g)

A&R INVESTOR RIGHTS AGREEMENT

EXHIBIT 3(h)

A&R WARRANTS

EXHIBIT 3(i)

ICA TERMINATION

SCHEDULE 3(a)

PURCHASER  ALLOCATIONS

[see attached spreadsheet]

SCHEDULE 6(c)

SECTION 6(c) DISCLOSURE SCHEDULE

SCHEDULE 6(d)

SECTION 6(d) DISCLOSURE SCHEDULE

Disclosed Defaults (as defined in the Restructuring Agreement).

EX-10.48

Exhibit 10.48

AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT

By and Among

MezzCo, L.L.C.

and

The Mezzanine Investors

named herein

and

the other signatories hereto

Dated as of November 30, 2006

TABLE OF CONTENTS

	Page
ARTICLE I - DEFINITIONS	2
Section 1.1 Construction of Terms	3
Section 1.2 Number of Interests	3
Section 1.3 Defined Terms	3
Section 1.4 Accounting Terms	11
ARTICLE II — REPRESENTATIONS AND WARRANTIES	11
Section 2.1 Representations of the Securityholders, the Individual Investors and BH/RE	11
Section 2.2 Representations of the Company	11
ARTICLE III - RESTRICTIONS ON TRANSFER; CO-SALE; DRAG ALONG	11
Section 3.1 Restrictions on Transfer	11
Section 3.2 Co-Sale Option of Mezzanine Investors	11
Section 3.3 Drag-Along Obligations	11
Section 3.4 Contemporaneous Transfers	11
Section 3.5 Assignment	11
Section 3.6 Gaming Restrictions	11
Section 3.7 Prohibited Transfers	11
Section 3.8 Replacement of Unsuitable Securityholder	11
Section 3.10 Gaming Authorities and Gaming Approval	11
ARTICLE IV - RIGHTS TO PURCHASE	11
Section 4.1 Right to Participate in Certain Sales of Additional Securities and Indebtedness	11
Section 4.2 Assignment of Rights	11
ARTICLE V - REGISTRATION RIGHTS	11
Section 5.1 Piggyback Registration Rights	11
Section 5.2 Parent Registrations	11
Section 5.3 Other Registrations	11
Section 5.4 Registrable Interests	11
Section 5.5 Further Obligations of the Company	11
Section 5.6 Indemnification; Contribution	11
Section 5.7 Rule 144 Requirements	11
Section 5.8 Market Stand-Off	11
Section 5.9 Transfer of Registration Rights	11
Section 5.10 Other Agreements	11
ARTICLE VI — RESERVED	11

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ARTICLE VII — AFFIRMATIVE COVENANTS OF THE COMPANY, BH/RE AND THE MEMBER	11
Section 7.1 Additional Indebtedness	11
Section 7.2 Restrictions on Equity Interests	11
Section 7.3 Put Right	11
Section 7.4 Communication with Gaming Authorities	11
Section 7.5 Tax Covenants	11
Section 7.6 Books and Records	11
Section 7.7 Financial and Other Information	11
Section 7.8 Notices	11
Section 7.9 Existence, Good Standing and Legal Requirements	11
Section 7.10 Election of Directors; Observation Rights	11
Section 7.11 CMBS Guarantees; Reimbursements	11
Section 7.12 Costs, Expenses and Taxes	11
Section 7.13 Indemnification	11
ARTICLE VIII NEGATIVE COVENANTS OF THE COMPANY AND THE MEMBER	11
Section 8.1 Transactions with Affiliates	11
Section 8.2 Business Conducted	11
Section 8.3 Tax Classification	11
Section 8.4 Limitations on Incurrence of Indebtedness and Issuance of Interests	11
ARTICLE IX - MISCELLANEOUS PROVISIONS	11
Section 9.1 Survival of Covenants	11
Section 9.2 Legends on Securities	11
Section 9.3 Amendment and Waiver	11
Section 9.4 Notices	11
Section 9.5 Headings	11
Section 9.6 Counterparts; Facsimiles	11
Section 9.7 Remedies; Severability	11
Section 9.8 Entire Agreement; No Conflict	11
Section 9.9 Adjustments	11
Section 9.10 Law Governing	11
Section 9.11 Successors and Assigns	11
Section 9.12 Consent to Jurisdiction; Waiver of Jury Trial	11
Section 9.13 No Third Party Beneficiaries	11
Section 9.14 Non-Disclosure	11
Section 9.15 Term	11

ii

EXHIBITS
Exhibit A	Form of CMBS Documents
Exhibit B	Form of Joinder Agreement
Exhibit C	Form of Pledge Agreement
Exhibit D	Description of the Premises

SCHEDULES
Schedule 8.1	Transactions with Affiliates

iii

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is made as of this 30th day of November, 2006 by and among MezzCo, L.L.C., a Nevada limited liability company (the “Company”), EquityCo, L.L.C., a Nevada limited liability company and the sole member of the Company (“EquityCo” or the “Member”), the persons identified on the signature pages hereto as the Mezzanine Investors (each, a “Mezzanine Investor” and collectively, the “Mezzanine Investors”) and any other member of the Company or holder of securities convertible into securities of the Company who from time to time becomes party to this Agreement by execution of a Joinder Agreement in substantially the form attached hereto as Exhibit A (together with the Member, the “Non-Mezz Investors”).  The Mezzanine Investors and the Non-Mezz Investors are herein collectively referred to as the “Securityholders” and each a “Securityholder.”

WHEREAS, the Securityholders, the Company and the other signatories thereto are parties to that certain Investor Rights Agreement dated as of August 9, 2004 (the “Original Investor Rights Agreement”) pursuant to which, among other things, the Mezzanine Investors acquired warrants (the “Original Warrants”) in an aggregate amount of 17,500 of the Company’s units (subject to adjustment and increase as provided in the Original Warrants) representing membership interests in the Company, consisting of, Class B Units or if the holder so elects, either Class A Units or a combination of Class A Units and Class B Units exercisable at a price per unit of $.01;

WHEREAS, the Company has indicated (i) its desire to enter into that certain credit facility with Column Financial Inc., in the aggregate amount of up to $820,000,000 in the form attached hereto as Exhibit A attached hereto (the “CMBS Facility”), and (ii) in connection therewith, the Company and the Securityholders have determined it is in their best interest to amend and restate the Original Investor Rights Agreement and the terms of the Original Warrants (each such amended and restated Original Warrant, a “Warrant” and collectively, the  “Warrants”); and

WHEREAS, the parties hereto agree to amending the terms of the Original Warrants and the manner in which the outstanding securities of the Company, now or hereafter outstanding, held by them will be held, Transferred and voted.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows:

ARTICLE I - - DEFINITIONS

Section 1.1  Construction of Terms.  As used herein, the masculine, feminine or neuter gender, and the singular or plural number, shall be deemed to be or to include the other genders or number, as the case may be, whenever the context so indicates or requires.

Section 1.2  Number of Interests.  Whenever any provision of this Agreement calls for any calculation based on a number of Securities held by a Securityholder, the number of Securities deemed to be owned or held by that Securityholder shall be the total number of

Interests then owned or held by the Securityholder, plus the total number of Interests issuable upon the conversion of any convertible securities or the exercise of any vested options, warrants or subscription rights then owned or held by such Securityholder.

Section 1.3  Defined Terms.  The following capitalized terms, as used in this Agreement, shall have the meanings set forth below.

“Affiliate” of a specified Person means any other Person which, directly or indirectly, controls, is controlled by or is under common control with, the specified Person, including, without limitation, any Person:  (a) which beneficially owns or holds, directly or indirectly, ten percent (10%) or more of (i) any class of voting stock of the specified Person, or (ii) the Equity Interests (with voting capacity) of a Person; or (b) who (i) is a director or executive officer (or individual with similar responsibilities) of the specified Person or (ii) if the Person does not have directors or executive officers, has similar responsibilities to a director or executive officer.  The term “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the specified Person.  The term “beneficial ownership” shall have the meaning set forth in Rule 13d-3 promulgated by the Commission under the Exchange Act.

“Aladdin Bazaar” means Aladdin Bazaar, LLC, a Delaware limited liability company.

“Aladdin Gaming” means Aladdin Gaming, LLC, a Nevada limited liability company.

 “Applicable Law” means any law, statute, order, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority (including the Gaming Authorities), in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Appraiser” means an independent nationally recognized investment bank or other qualified financial institution acceptable to the Company and the Majority Holders.

“Approved Officer” means, as to any Person that is a corporation, limited liability company, limited partnership or similar entity, the president, the chief executive officer, the chief operating or chief financial officer, treasurer (or assistant treasurer), controller or any vice-president, manager, managing member or other authorized Person, whose signatures and incumbency have been certified to the Mezzanine Investors in a certificate delivered to the Mezzanine Investors.

“Associate” has the meaning given to such term in Rule 405 promulgated under the Securities Act.

“Bay Harbour Investor” has the meaning assigned to such term in the definition of “Investor Group”.

“BH/RE” means BH/RE, L.L.C., a Nevada limited liability company.

“BH/RE-Starwood Agreement” means the Agreement, made and entered into as of August 9, 2004, by and between Starwood Nevada Holdings, LLC, a Nevada limited liability

2

corporation, Sheraton Operating Corporation, a Delaware Corporation BH/RE, EquityCo, OpBiz and, for certain purposes as described therein, Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation.

“Boulevard Invest” means Boulevard Invest, LLC, a Delaware limited liability company.

“Business” means, collectively, (i) the rental of guest, conference or banquet rooms at the Premises; (ii) the operation of the Casino at the Premises; (iii) the operation of restaurant, bar or banquet services at the Premises; (iv) the rental of commercial, entertainment or retail space to tenants at the Premises; and (iv) the operation of the theater on the Premises.

“Business Day” means any day excluding Saturday, Sunday and any day which shall be in Nevada, Texas or the City of New York a legal holiday or a day on which banking institutions authorized by law or other governmental action to close.

“Capital Expenditures” means all expenditures by the Company or a Subsidiary for the acquisition, leasing (pursuant to a Capital Lease), renovation or repair of assets or additions to equipment (including replacements, capitalized repairs and improvements) which are required to be capitalized under GAAP.

“Capital Lease” means any lease of Property by the Company or a Subsidiary that, in accordance with GAAP, is required to be reflected as a liability on the balance sheet of the Company or such Subsidiary.

“Casino” means the portion of the Premises operated as a casino, including entertainment and music areas, but excluding the Hotel Premises.

“Casualty Event” means the damage, destruction or Taking, as the case may be, of Property, or any part thereof, of the Company or any Subsidiary.

“Closing” means the closing of the transactions contemplated by the Restructuring Documents.

“Closing Date” means November 30, 2006.

“CMBS Documents” means the CMBS Facility, the notes issued thereunder, the security agreements and guaranty agreements executed in connection therewith, all other documents, agreements and certificates executed or delivered in connection therewith or in connection with any other obligations owing to the CMBS Lender from time to time and any refunding, refinancing or replacement thereof to the extent permitted under the CMBS Documents.

“CMBS Facility” has the meaning given such term in the recitals

“CMBS Lender” means Column Financial, Inc., as lender under the CMBS Facility, together with its successors and assigns.

“Code” means the Internal Revenue Code of 1986, as amended.

3

“Collateral Agent” means Post Advisory Group, L.L.C., as collateral agent under the Pledge Agreement until a successor replaces it in accordance with the provisions of the Collateral Agency Agreement dated as of the date hereof, and each successor thereafter.

“Commission” means the Securities and Exchange Commission.

“Company” has the meaning assigned to such term in the first paragraph of this Agreement and any successor or successors thereto.

“Competitor” means (i) any Person that operates, or owns 50% or more of the Equity Interests in, one or more casinos or casino/hotels, (ii) any Person that engages in the management of one or more casinos or casino/hotels as a material portion of its business, or (iii) any Person that directly or indirectly is in control of, is controlled by or under common control with any of the foregoing.

“Condition of the Business” means the financial condition and results of operations of the Business (taken as a whole).

“Consolidated” means, in respect of any Person, as applied to any financial or accounting term, such term determined on a consolidated basis in accordance with GAAP (except as otherwise required herein) for such Person and all of its consolidated Subsidiaries.

“Disposition” means with respect to any Property, any sale, lease, sale and leaseback, assignment, conveyance, transfer (including as a result of a Taking), contribution or other disposition thereof.

“Earl Investor” has the meaning assigned to such term in the definition of “Investor Group”.

“EBITDA” means, with respect to the Company and its consolidated Subsidiaries for any period, without duplication, (a) the sum of (i) Net Income, (ii) Interest Expense, (iii) federal, state and local income taxes deducted in determining Net Income, and (iv) depreciation and amortization and other non-cash items properly deducted in determining Net Income, in each case on a consolidated basis for the Company and its Subsidiaries for such period, calculated on a consolidated basis in accordance with generally accepted accounting principles, minus (b) non-cash items properly added in determining Net Income for such period (calculated on a consolidated basis in accordance with generally accepted accounting principles).  Any and all payments made to Northwind in cash pursuant to the Energy Services Agreement shall be deemed to be operating expenses of the Company for the purpose of determining EBITDA.

“Energy Premises” means the real property on which the utility plant owned and operated by Northwind is located and the adjoining optional improvement site and OpBiz’s right, title and interest in such utility plant.

“Energy Premises Lease” means that certain lease, dated December 3, 1997, as amended to date, between Northwind and Aladdin Gaming as amended from time to time, and assigned to OpBiz.

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“Energy Services Agreement” means that certain Energy Service Agreement dated as of September 24, 1998 by and between Aladdin Gaming and Northwind as amended from time to time, and assigned to by OpBiz.

“Environmental Laws” mean all federal, state and local laws, rules, regulations, ordinances, and consent decrees relating to health, safety, hazardous substances, and environmental matters applicable to the business and facilities of the Company or a Subsidiary (in each case whether or not owned by it).  Such laws and regulations include but are not limited to the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., as amended; the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., as amended; the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., as amended; the Oil Pollution Act, 33 U.S.C. § 2701 et seq., as amended; the Clean Air Act, 42 U.S.C. § 7401 et seq., as amended; the Hazardous Material Transportation Act, 49 U.S.C. § 1801 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq.; the Nevada Hazardous Materials law (NRS Chapter 459); the Nevada Solid Waste/Disposal of Garbage or Sewage law (NRS 444.440 to 444.650, inclusive); the Nevada Water Controls/Pollution law (NRS Chapter 445A); the Nevada Air Pollution law (NRS Chapter 445B); the Nevada Cleanup of Discharged Petroleum law (NRS 590.700 to 590.920, inclusive); the Nevada Control of Asbestos law (NRS 618.750 to 618.850, inclusive); the Nevada Appropriation of Public Waters law (NRS 533.324 to 533.4385, inclusive); and the Nevada Artificial Water Body Development Permit law (NRS 502.390).

“EquityCo” means EquityCo, L.L.C., a Nevada limited liability company.

“Equity Interests” means (i) with respect to the Company, (A) Interests, (B) Preferred Interests, and (C) any warrants, options or other rights entitling the holder thereof to purchase or acquire Interests or Preferred Interests, and (ii) with respect to any other Person, shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interests.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder, as in effect from time to time.

“ERISA Affiliate” means any trade or business (whether or not incorporated) which together with the Company or any of its Subsidiaries would be treated as a single employer under the provisions of Title I or Title IV of ERISA.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, including all rules and regulations issued thereunder.

“Excluded Securities” means (a) Interests or options to purchase Interests issued to employees of the Company and its Subsidiaries (other than employees that are affiliated with BH/RE) in an aggregate amount not to exceed 6,000 of the Company’s Class B Units (subject to adjustments for splits, dividends, recapitalizations and similar changes affecting the Class B Units), (b) Interests issued to the Member in accordance with Section 7.1 (Additional Debt) of this Agreement, provided that the number of Warrant Interests to be issued pursuant to the Warrants is adjusted in accordance with Section 2.2(f)(iv) thereof, (c) the options to purchase 3,000 of the Company’s Class B Units (subject to adjustments for splits, dividends,

5

recapitalizations and similar changes affecting the Class B Units) granted to Michael V. Mecca, the CEO of OpBiz, (d) any Warrant Interests issued upon exercise of the Warrants, (e) any Interests, options, warrants or other securities convertible into or exchangeable for Interests that are issued as consideration for an acquisition, or as a replacement of equity incentives existing at the acquired company or as newly granted equity incentive compensation to the employees of the business being acquired, and (f) any Indebtedness under the CMBS Facility, and any Indebtedness incurred in an arms-length transaction with a third-party lender to refinance the outstanding balance of and any accrued interest on the CMBS Facility (including any premiums and reasonable fees and expenses incurred in connection with such refinancing) or any successive refinancings thereof that comply with the restrictions on refinancings set forth in this clause (f) ..

“Expiration Date” shall have the meaning specified in the Warrants.

“Fiscal Quarter” means any of the quarterly accounting periods of the Company, ending on March 31, June 30, September 30 and December 31 of each year.

“Fiscal Year” means the Company’s Fiscal Year for financial accounting purposes, which ends on December 31 of each year.  Any reference in this Agreement to “Fiscal Year” immediately followed by a specific year (e.g., Fiscal Year 2003) means the Fiscal Year ending on December 31 of such year.

“Gaming Approvals” means all applicable gaming licenses, registrations, permits or exemptions or findings of suitability or waivers from the licensing requirements or any other approvals or authorizations required by any Gaming Authority.

“Gaming Authority” means any of the Nevada Gaming Commission, the Nevada State Gaming Control Board, the Clark County Liquor and Gaming Licensing Board and any other gaming regulatory body or any agency or any successor which has, or may at any time after the Closing Date have, jurisdiction over the gaming activities of OpBiz or its affiliates or those conducted at the Premises or any successor to such authority.

“Gaming Laws”  means the provisions of the Nevada Gaming Control Act, as amended from time to time, all regulations of the Nevada Gaming Commission promulgated thereunder, as amended from time to time, the provisions of the Clark County Code, as amended from time to time, and all other laws, statutes, rules, rulings, orders, ordinances, regulations and other Legal Requirements of any Gaming Authority.

“Gaming License” means any license, qualification, franchise, accreditation, approval, registration, permit, finding of suitability or other authorization relating to gaming, the gaming business or the operation of a casino under the Gaming Laws or required by the Gaming Authorities or otherwise necessary for the operation of gaming, the gaming business or a resort casino.

“Governmental Authority” means any national, state or local government (whether domestic or foreign), any political subdivision thereof or any other governmental or judicial, authority, body, agency, bureau or entity (including the Gaming Authorities, any zoning authority, the Federal Deposit Insurance Corporation, the Comptroller of the Currency or the

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Board of Governors, any central bank or any comparable authority) or any arbitrator with authority to bind the party at law.

“Governing Body” and “Governing Bodies” means any board of directors, board of managers, board of advisors or similar governing or advisory body of the Company and its Subsidiaries.

“Hotel Investor” means any Person (other than the Earl Investor and the Bay Harbour Investor) approved in writing by the Majority Holders to hold Equity Interests, directly or indirectly of the Company and in any event shall include Starwood if Sheraton becomes the Manager.

“Hotel Premises” means the portion of the Premises operated as a hotel, including all rooms and suites, amenities, restaurants, conference centers, meeting, banquet and other public rooms, spa, parking spaces and other facilities of the hotel portion of the Premises, but excluding the Casino.

“Identified Hotel Manager” means any of Sheraton, Hilton Hotels Corporation, Hyatt Corporation, Marriott International Inc. or Loew’s Hotels Holding Corporation (or any Affiliate of any of the foregoing primarily engaged in the management of hotels of at least a like quality to a Sheraton), or any replacement of comparable standing in the hotel management industry that is (i) acceptable to the Majority Holders and (ii) identified on a list delivered to the Mezzanine Investors by the Company no more frequently than once every two years, commencing on August 9, 2006.

“Indebtedness” means, without duplication, with respect to the Company and its Subsidiaries:  (a) all obligations of such Person for borrowed money or for the deferred purchase price of Property or services (other than current accounts payable incurred in the ordinary course of business, and accrued expenses and liabilities incurred in the ordinary course of business), and all obligations evidenced by bonds, debentures, notes, or similar instruments; (b) all obligations and liabilities of any Person secured by any Lien on the Property of the Company or any Subsidiary, with respect to which obligations and liabilities neither the Company nor any of its Consolidated Subsidiaries shall have assumed or become liable for the payment thereof; provided, however, that all such obligations and liabilities which are limited in recourse to such Property shall be included in Indebtedness only to the extent of the book value of such Property that would be shown on a Consolidated balance sheet of the Company and its Subsidiaries prepared in accordance with GAAP; (c) all obligations or liabilities created or arising under any Capital Lease or conditional sale or other title retention agreement with respect to Property acquired by the Company or any of its Subsidiaries, even if the rights and remedies of the lessor, seller or lender thereunder are limited to repossession of such Property; provided, however, that all such obligations and liabilities which are limited in recourse to such Property shall be included in Indebtedness only to the extent of the book value of such Property that would be shown on a Consolidated balance sheet of the Company and its Subsidiaries prepared in accordance with GAAP;  and (d) all obligations and liabilities under guaranties, indemnities, and for reimbursement in connection with letters of credit and surety bonds; provided, however, that for purposes of this Agreement, Indebtedness shall not include indebtedness incurred in connection with the financing of the utility plant owned and operated by Northwind and located on the Energy Premises.  For the purposes of this Agreement, the Indebtedness of any Person shall include the proportion of Indebtedness of any partnership in which such Person is a general

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partner or joint venturer with liability for the indebtedness of such Person but only to the extent of such Person’s interest in such general partnership or joint venture.

“Individual Investor” means each of Douglas Teitelbaum, Robert Earl and each of their Transferees.

“Interest Expense” means, with respect to the Company for any period, the aggregate interest expense of the Company and its consolidated Subsidiaries during such period determined on a consolidated basis, and shall in any event include, without limitation, (i) the amortization of debt discounts, (ii) the amortization of all fees payable in connection with the incurrence of indebtedness to the extent included in interest expense and (iii) the portion of any obligations in respect of Capital Leases allocable to interest expense (recognizing that, in any event, no portion of “Debt Service” or “Return on Equity” under the Energy Service Agreement shall be treated as interest expense on Capital Lease obligations, regardless of GAAP, but instead shall be treated as a component of EBITDA as set forth in the definition of EBITDA).

“Interests” means the Company’s membership interests (whether voting or non-voting) as authorized under the Company’s Third Amended and Restated Operating Agreement, dated as of November 30th, 2006, together with any interests issued or issuable with respect thereto (whether by way of an interest dividend or stock split or in exchange for or in replacement of such interests or otherwise in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization).

“Investor Group” means, collectively, Robert Earl, an individual resident in the State of Florida, or one or more Affiliates of such individual (the “Earl Investor”), Bay Harbour Management, LC,  a Florida company, or an Affiliate thereof (the “Bay Harbour Investor”), and, at the option of the Earl Investor and the Bay Harbour Investor (including for this purpose Douglas P. Teitelbaum), a Hotel Investor or any successor to any of such Persons that the CMBS Lender has approved in writing.

“Issuer Group” means the Company, EquityCo, BH/RE and the owners of their Equity Interests and their equity sponsors.

“Leases” mean collectively, all space leases, occupancy agreements, subleases, licenses, permits, concessions or other agreements or arrangements, whether written or oral, and all agreements for the use or occupancy of all or any portion of the Premises, entered into by the Company or any of its Subsidiaries or by any Person on behalf of the Company or any of its Subsidiaries or assumed by Aladdin Gaming and assigned to the Company or any of its Subsidiaries, together with any and all extensions or renewals thereof, excluding room rentals.

“Leasing Manager” means any leasing manager designated by the Company pursuant to a Leasing Services Agreement and approved in writing by the Majority Holders prior to the retention thereof.

“Leasing Services Agreement” means any contract or agreement pursuant to which any Person other than the Company or an employee of the Company is granted authority to manage the leasing of the Retail Shops or any other portion of the Premises.

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“Legal Requirements”  means all laws, ordinances, rules, regulations, codes, statutes, orders, permits, licenses, authorizations, directives and requirements of any Governmental Authority applicable to the Company or any subsidiary, the Mezzanine Investors or the Premises or any portion thereof, including all applicable licenses, building codes, rent stabilization laws, zoning, planning, use and subdivision ordinances, flood disaster, health, safety and environmental laws and regulations, and the Americans with Disabilities Act of 1990, Pub. L. No. 89-670, 104 Stat. 327 (1990), as amended, and all regulations promulgated pursuant thereto.

“Liens” mean any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether such interest is based on the common law, statute, or contract, and including, without limitation, (a) a security interest, charge, claim, or lien arising from a mortgage, deed of trust, encumbrance, pledge, hypothecation, assignment, deposit arrangement, agreement, or conditional sale or a lease, consignment or bailment for security purposes, or (b) any reservation, exception, encroachment, easement, right-of-way, condition, restriction or other title exception or encumbrance affecting Property.

“Majority Holder” means the holder or holders of at least 50% of the Warrant Interests issuable upon the exercise of all outstanding Warrants.

“Management Agreement” means (a) the Management Contract for Planet Hollywood Hotel and Casino, a Sheraton Hotel, between Sheraton and OpBiz, dated April 23, 2003, together with the modifications thereto set forth in the BH/RE-Starwood Agreement, and any other amendment or modification thereto made in accordance with the terms of such agreement or (b) any other management agreement entered into in substitution, amendment or modification of the foregoing which has been approved in writing by the Majority Holders hereof prior to the effectiveness thereof.

“Management Pool” means options to purchase up to 6,000 Class B Units of the Company (subject to adjustments for splits, dividends, recapitalizations and similar changes affecting the Class B Units) to employees or management (other than Michael V. Mecca) of the Company and its Subsidiaries.

“Manager” means (a) any Identified Hotel Manager or any other Person approved in writing by the Majority Holders or (b) any replacement manager designated by the Company and approved in writing by the Majority Holders prior to the retention thereof; provided, that the consent of the Majority Holders shall not be required in the event that the Company replaces any Manager with an Identified Hotel Manager.

“Material Adverse Effect” means an event has occurred or condition exists that has or would reasonably be expected to have a material adverse effect on the (i) Condition of the Business, (ii) gaming business (taken as a whole) conducted by casinos located on the portion of Las Vegas Boulevard in Clark County, Nevada bounded by Blue Diamond Road at the south end and Oakey Boulevard at the north end, or (iii) on the validity or enforceability of this Agreement, the Warrants, the other Restructuring Documents or the rights or remedies of the Mezzanine Investors hereunder or thereunder; provided, that the material adverse effect was not the direct or indirect result of any action or inaction of the Company or any Subsidiary or Affiliate of the Company taken at the written request of any of the Mezzanine Investors.

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“Material Operating Agreements” means (a)  the Management Agreement (if any), the Leasing Services Agreement (if any), the Energy Premises Lease, the Energy Service Agreement, the Parking Agreement, the REA, the Planet Hollywood License Agreement and any casino operating agreement entered into in accordance with this Agreement) and any contracts or agreements entered into in replacement thereof or substitution therefor, and (b) any other Operating Agreements entered into after the Closing Date by the Company or any Manager or any other Person on their behalf with respect to the Premises or other Property, which (i) has a noncancellable term which exceeds one (1) year in length and requires in excess of an aggregate of $1,500,000 per annum in payments by or on behalf of the Company or any Manager or (ii) requires in excess of an aggregate of $1,500,000 per annum in payments by or on behalf of the Company or any Manager regardless of the term of such Operating Agreement; provided, that contracts or agreements entered into in respect of events or performances at the theater on the Premises will be excluded from Material Operating Agreements so long as any such contracts or agreements (x) are entered into by the Company or any Manager with a headline performing artist of international repute and standing and the average ticket price for any such performance or event shall be at least $100 per ticket or (y)  have a term or duration of less than sixty (60) days and are entered into by the Company or any Manager with a Person who is not covered by clause (x) above.

“Member” shall have the meaning in the recitals hereto.

“Mezzanine Investors” shall have the meaning in the recitals hereto.

“Net Income” means with respect to the Company for any period, the consolidated net income (or net loss) of the Company and its Subsidiaries for such period but excluding any extraordinary gains or losses or any gains or losses from the sale or disposition of assets other than in the ordinary course of business, all computed and calculated in accordance with GAAP.

“Northwind” means Northwind Aladdin, LLC, a Nevada limited liability company.

“OpBiz” means OpBiz, L.L.C., a Nevada limited liability company.

“Operating Agreements” mean, collectively, all agreements entered into by the Company, any Subsidiary thereof or by any other Person on behalf of the Company or any Subsidiary thereof or assumed by the Company or any Subsidiary thereof, relating to the ownership, operation or maintenance of the Premises or any other Property.

“Organizational Documents” means, (a) for any corporation, the Articles of Incorporation and by-laws of such and all amendments thereto, (b) for any partnership, collectively, the general or limited partnership agreement, as the case may be, with all amendments thereto, together with if appropriate, a certificate of limited partnership and all amendments thereto, and (c) for any limited liability company, the operating agreement and any other similar agreements governing the organization of the limited liability company and the management of its business and affairs, and all amendments thereto.

“Parking Agreement” means that certain Common Parking Area Use Agreement, dated as of February 26, 1998, by and between Aladdin Gaming and Boulevard Invest, as amended and modified from time to time and as assumed by Aladdin Gaming and as assumed by OpBiz.

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“Permits” means all licenses, permits, franchises, authorizations, certificates, approvals and consents, including, without limitation, all certificates of occupancy, all environmental, liquor, health and safety licenses of all Governmental Authorities which are material to the conduct of the Business and the ownership, use, occupation and operation of the Premises.

“Permitted Indebtedness” means (a) Indebtedness incurred in connection with the CMBS Facility and any Indebtedness incurred in refinancings of the outstanding principal amount of the CMBS Facility (together with any accrued interest, premiums, and any reasonable fees and expenses incurred therewith); provided that in no event shall principal amount thereof exceed $820 million less the amount of any repayments of principal and any permanent reductions in the commitments, and (b) Indebtedness incurred in connection with the financing of the utility plant owned and operated by Northwind and located on the Energy Premises.

“Person” means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, limited liability company, Governmental Authority, or any other entity.

“Plan” means any pension plan, as defined in Section 3(2) of ERISA (other than a Multiemployer Plan), which is maintained or contributed to by (or to which there is an obligation to contribute of) the Company or an ERISA Affiliate and each such plan for the five-year period immediately following the latest date on which the Company or an ERISA Affiliate maintained, contributed to or had an obligation to contribute to such plan.

“Planet Hollywood License Agreement” means the Amended and Restated Planet Hollywood Hotel& Casino Licensing Agreement dated as of August 9, 2004 entered into by and among Planet Hollywood International, Inc., Planet Hollywood Memorabilia, Inc. and OpBiz.

“Pledge Agreement” means the Pledge Agreement in the form attached hereto as Exhibit C entered into by and between the Collateral Agent and EquityCo and acknowledged by the Company.

“Preferred Interests” means all Equity Interests (whether voting or non-voting) of any class or classes (however designated) that have a preferential right to share in the Company’s dividends or liquidating distributions, together with any interests issued or issuable with respect thereto (whether by way of a interest dividend or interest split or in exchange for or in replacement of such interests or otherwise in connection with a combination of interests, recapitalization, merger, consolidation or other corporate reorganization).

“Premises”means the premises presently known as Aladdin Hotel and Casino and related complexes located at Las Vegas Boulevard and Harmon Avenue in Clark County, Nevada, as described in Exhibit D attached hereto, which Premises include, without limitation, the Hotel Premises, the Retail Shops, the Casino, and the Energy Premises.

“Property” means any right or interest in or to property of any kind whatsoever of the Company or any Subsidiary, whether real, personal or mixed and whether tangible or intangible, including, without limitation, the Premises and Equity Interests held by the Company or any Subsidiary.

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“Qualified Public Offering”shall mean an underwritten public offering on a firm commitment basis lead managed by a nationally recognized investment banking organization or organizations pursuant to an effective registration statement under the Securities Act, covering the offer and sale of Interests or voting common equity securities of the Company or any successor thereto (A) with respect to which the issuer of such securities receives aggregate net proceeds attributable to sales for the account of the Company (after deduction of underwriting discounts and commissions) of not less than $50 million, (B) with respect to which the gross equity value of the issuer of such securities, valued at the initial public offering price, is at least $200 million and (C) with respect to which such Interests are listed for trading on the New York Stock Exchange or quoted on The NASDAQ Stock Market, Inc.

“REA” means  that certain Construction, Operation and Reciprocal Easement Agreement dated as of February 26, 1998 among Aladdin Gaming, Boulevard Invest (as successor in interest to Aladdin Bazaar) and Aladdin Music Holdings, LLC, as amended by that certain (i) Amendment and Ratification of Construction, Operation and Reciprocal Easement Agreement dated as of November 20, 2000 between Aladdin Gaming and Boulevard Invest (as successor in interest to Aladdin Bazaar) which was recorded in the Official Records of Clark County in Book 20001120, Document No.:  00858 and (ii) Second Amendment of Construction, Operation and Reciprocal Easement Agreement between Aladdin and Boulevard Invest (as successor in interest to Aladdin Bazaar) which was recorded in the Official Records of Clark County in Book 20030331, Document No.:  04875 on March 31, 2003, as further amended, modified or supplemented from time to time.

“Required Investors” has the meaning set forth in Section 3.3(e) herein.

“Restructuring Agreement”  means the Restructuring Agreement entered into on the date hereof by and among the Company, EquityCo, the “Purchasers” named therein and the “Warrantholders” named therein.

“Restructuring Documents” has the meaning given such term in the Restructuring Agreement.

“Retail Shops” means collectively, the portion of the Hotel Premises or Casino where retail shops are located.

“Securities” means, at any time, (i) Interests, (ii) Preferred Interests,  (iii) the Warrants, and (iv) any other equity securities now or hereafter issued by the Company, together with any options thereon and any other interests issued or issuable with respect thereto (whether by way of a interests dividend, interests split or in exchange for or upon conversion of such interests or otherwise in connection with a combination of interests, recapitalization, merger, consolidation or other corporate reorganization).  At all times, the number of Securities deemed issued and outstanding or held or to be voted by any Securityholder shall be calculated in accordance with Section 1.2.

“Securities Act” means the Securities Act of 1933, as amended, or any similar successor federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

“Securityholder” shall have the meaning in the recitals hereto.

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“Subsidiary” means, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership, limited liability company or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person.  Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to each direct or indirect Subsidiary or Subsidiaries of the Company.

“Taking” (and its correlative meanings) means any temporary or permanent taking by any Governmental Authority of the Premises or any portion thereof through eminent domain, condemnation or other proceedings or by any settlement or compromise of such proceedings, or any voluntary conveyance of such property or any portion thereof during the pendency of any such proceedings.

“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority and any and all liabilities (including interest, fines, penalties or additions to tax) with respect to the foregoing.

“Transfer” means any direct or indirect transfer, donation, sale, exchange, assignment, pledge, hypothecation, grant of a security interest in or other disposal or attempted disposal of all or any portion of a security or of any rights.  “Transferred” means the accomplishment of a Transfer, and “Transferee” means the recipient of a Transfer.

“Warrants” shall have the meaning in the recitals hereto.

“Warrant Interests” shall have the meaning assigned to such term in the Warrants.

Section 1.4  Accounting Terms.  All accounting terms not specifically defined herein shall be construed in accordance with GAAP, and all financial data submitted pursuant to this Agreement and all financial tests to be calculated in accordance with this Agreement shall be prepared and calculated in accordance with GAAP.  All financial tests relating to the Company shall be calculated with respect to the Company.  If any changes in accounting principles are hereafter occasioned by promulgation of rules, regulations, pronouncements or opinions by or are otherwise required by the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or successors thereto or agencies with similar functions), and any of such changes results in a change in the method of calculation of, or affects the results of such calculation of, any of the financial covenants, standards or terms found herein, then the parties hereto agree to enter into and diligently pursue negotiations in order to amend such financial covenants, standards or terms so as to reflect fairly and equitably such changes, with the desired result that the criteria for evaluating the Company’s financial condition and results of operations shall be the same after such changes as if such changes had not been made.

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ARTICLE II — REPRESENTATIONS AND WARRANTIES

Section 2.1  Representations of the Securityholders, the Individual Investors and BH/RE.  Each of the Securityholders, the Individual Investors and BH/RE, individually and not jointly, hereby represents, warrants and covenants to the Company and the other Securityholders as follows: (a) such Person has full company power and authority (in the case of a Person that is a limited liability company, corporation or similar corporate entity), or capacity (in the case of a Person who is an individual) to enter into this Agreement and perform its obligations hereunder; (b) this Agreement constitutes the valid and binding obligation of such Person enforceable against such Person in accordance with its terms; (c) the execution, delivery and performance by such Person of this Agreement: (i) does not and will not violate any laws, rules or regulations of the United States or any state or other jurisdiction applicable to such Person, or require such Person to obtain any approval, consent or waiver of, or to make any filing with, any Person that has not been obtained or made (other than approvals or consents of Gaming Authorities); and (ii) does not and will not result in a breach of, constitute a default under, accelerate any obligation under or give rise to a right of termination of any indenture or loan or credit agreement or any other material agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which such Person is a party or by which the property of such Person is bound or affected, or result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of the assets or properties of such Person; and (d) each of the Member and BH/RE is a partnership for federal income tax purposes.

Section 2.2  Representations of the Company.  The Company hereby represents, warrants and covenants to the Securityholders as follows: (a) it has full limited liability company power and authority to enter into this Agreement and perform its obligations hereunder; (b) this Agreement constitutes the valid and binding obligation of the Company enforceable against it in accordance with its terms; and (c) the execution, delivery and performance by the Company of this Agreement: (i) does not and will not violate any laws, rules or regulations of the United States or any state or other jurisdiction applicable to the Company, or require the Company to obtain any approval, consent or waiver of, or to make any filing with, any Person that has not been obtained or made (other than approvals or consents of Gaming Authorities); and (ii) does not and will not result in a breach of, constitute a default under, accelerate any obligation under or give rise to a right of termination of any indenture or loan or credit agreement or any other material agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which such Person is a party or by which the property of the Company is bound or affected, or result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of the assets or properties of the Company.

ARTICLE III - RESTRICTIONS ON TRANSFER; CO-SALE; DRAG ALONG

Except as otherwise expressly stated herein, the provisions of this Article III shall terminate immediately upon the closing of a Qualified Public Offering.

Section 3.1  Restrictions on Transfer.  Each Securityholder agrees that it will not Transfer all or any portion of the Securities, except:

(a)           Transfers by any Mezzanine Investor to any Person other than a Competitor made in compliance with the Gaming Laws and any requirements and restrictions

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imposed by the Gaming Authorities; provided, however, that the Transferee shall have entered into a Joinder Agreement providing that all Securities so Transferred shall continue to be subject to all provisions of this Agreement as if such Securities were held by such Mezzanine Investor and for all purposes hereunder such Transferee shall be a “Mezzanine Investor”; and

(b)           Transfers by any Non-Mezz Investor to any Person other than a Competitor made in compliance with the Gaming Laws and any requirements and restrictions imposed by the Gaming Authorities and Section 3.2 hereof; provided, however, that the Transferee in each case shall have entered into a Joinder Agreement providing that all Securities so Transferred shall continue to be subject to all provisions of this Agreement as if such Securities were held by such Non-Mezz Investor and for all purposes hereunder such Transferree shall be a “Non-Mezz Investor”;

(c)           Transfers by a Securityholder pursuant to Section 3.3 hereof made in accordance with the specific procedures set forth therein; and

(d)           Transfers required by Gaming Authorities.

Section 3.2  Co-Sale Option of Mezzanine Investors.  In the event a Non-Mezz Investor described in Section 3.1(b) above ( a “Transferring Investor”) proposes to Transfer all or any portion of its Securities to any Person (the “Offeror”) in response to a bona fide offer (a “Transaction Offer”), such Transferring Investor may do so only pursuant to and in accordance with the following provisions of this Section 3.2 and after receipt of all necessary Gaming Approvals:

(a)           Each Mezzanine Investor (a “Co-Selling Investor”) shall have the right (the “Co-Sale Option”) to participate in the Transaction Offer with respect to any Securities subject thereto by giving written notice (the “Acceptance Notice”) to the Transferring Investor within ten (10) Business Days of receipt of a notice (the “Co-Sale Offer Notice”) specifying the terms of the Transaction Offer.  Each Acceptance Notice shall indicate the maximum number and type of Securities such Co-Selling Investor wishes to sell including the number and type of Securities it would sell if one or more other Co-Selling Investor do not elect to participate in the sale on the terms and conditions stated in the Co-Sale Offer Notice.

(b)          Each Co-Selling Investor shall have the right to sell a portion of its Securities pursuant to the Transaction Offer which is equal to or less than the product obtained by multiplying the total number of Securities subject to the Transaction Offer and available for sale to the Offeror by a fraction, the numerator of which is the total number of Securities owned by such Co-Selling Investor on the date of the Co-Sale Offer Notice on an as exercised basis and the denominator of which is the total number of Securities then held by all Co-Selling Investors and the Transferring Investor on the date of the Co-Sale Offer Notice (also on an as exercised basis).  To the extent one or more Co-Selling Investors elects not to sell, or fails to exercise its rights to sell the full amount of such Securities which they are entitled to sell pursuant to this Section 3.2, the right of the Co-Selling Investors who have elected to sell Securities shall be increased proportionately based on their relative holdings and such other Co-Selling Investors shall have an additional three (3) Business Days from the date upon which they are notified of such election or failure to exercise in which to increase the number of Securities to be sold by them hereunder.

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(c)           Within ten (10) calendar days after the date by which the Co-Selling Investors were first required to notify the Transferring Investor of their intent to participate, the Transferring Investor shall notify each participating Co-Selling Investor of the number of Securities held by such Co-Selling Investor that will be included in the sale and the date on which the Transaction Offer will be consummated, which shall be no later than the later of (i) sixty (60) calendar days after the date by which the Co-Selling Investors were required to notify the Transferring Investor of their intent to participate and (ii) the satisfaction of any approval or filing requirements of any Governmental Authority, if any.

(d)          Each participating Co-Selling Investor may effect its or his participation in any Transaction Offer hereunder by delivery to the Offeror, or to the Transferring Investor for delivery to the Offeror, of one or more instruments or certificates, properly endorsed for Transfer, representing the Securities it elects to sell therein.  The Co-Selling Investors shall make customary representations and warranties and provide customary indemnities in connection therewith.  The Co-Selling Investors further agree that (i) the liability of any Mezzanine Investor with respect to any representation or warranty made by such Mezzanine Investor in connection with any sale pursuant to this Section 3.2 shall be several and not joint with any other Person, and shall be limited to each such Mezzanine Investor’s net proceeds from such sale.  Each Co-Selling Investor shall execute and deliver such instruments of conveyance and Transfer and take such other action, and execute any related documents as the Transferring Investor or Offeror may reasonably require in order to carry out the terms and provisions of this Section 3.2.  In connection with any Transfer subject to this Section 3.2, (i) each Co-Selling Investor shall be fully responsible for (x) its own legal fees, (y) its pro rata share (calculated in accordance with Section 3.2(b)) of any applicable placement or brokerage fees, if any and (z) its pro rata share (calculated in accordance with Section 3.2(b)) of any expenses incurred by the Transferring Investor for the benefit of all participating Securityholders, and (ii) the Transferring Investor shall bear its own expenses.  At the time of consummation of the Transaction Offer, the Offeror shall remit directly to each relevant Co-Selling Investor that portion of the sale proceeds to which the relevant Co-Selling Investor is entitled by reason of its participation therein (less any adjustments due to the conversion of any convertible securities or the exercise of any exercisable securities and any required tax withholding).  No Securities may be purchased by the Offeror from the Transferring Investor unless the Offeror simultaneously purchases from the participating Co-Selling Investors all of the Securities that they have elected to sell pursuant to this Section 3.2.

(e)           Any Securities held by a Transferring Investor which are the subject of the Transaction Offer that the Transferring Investor desires to sell following compliance with this Section 3.2 may be sold to the Offeror only during the period specified in Section 3.2(c) and only on terms no more favorable to the Transferring Investor than those contained in the Co-Sale Offer Notice.  Promptly after such sale, the Transferring Investor shall notify the Co-Selling Investors of the consummation thereof and shall furnish such evidence of the completion and time of completion of such sale and of the terms thereof as may reasonably be requested by the Co-Selling Investors.  The Offeror shall take such Securities subject to the provisions of this Article III.  In the event that the Transaction Offer is not consummated within the period required by this Section 3.2 or the Offeror fails timely to remit to each participating Mezzanine Investor its portion of the sale proceeds, the Transaction Offer shall be deemed to lapse, and any Transfers of Securities pursuant to such Transaction Offer shall be deemed to be

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in violation of the provisions of this Agreement unless the Transferring Investor once again complies with the provisions of this Section 3.2 hereof with respect to such Transaction Offer.

(f)            If (i) any Individual Investor proposes to Transfer all or a portion of its Equity Interests in BH/RE that, when taken together with all previous Transfers of Equity Interests by such Individual Investor (except for any transactions specifically excluded by this second to last sentence of this Section 3.2(f)) would equal an aggregate amount of Equity Interests equal to or greater than 5% of all such Investor’s Equity Interests in BH/RE held as of the date hereof, then the Individual Investor shall (subject to any required consents or approvals of Gaming Authorities) offer to exchange the Securities held by each Mezzanine Investor for Equity Interests in BH/RE of the kind proposed to be Transferred in such sale at their respective fair market values as agreed to by the Individual Investors and the Majority Holders or (ii) BH/RE proposes to Transfer all or a portion of its Equity Interests in any Member (either (i) or (ii) of this Section 3.2(f) a “Parent Sale”), then BH/RE or such Member, as applicable, shall (subject to any required consents or approvals of Gaming Authorities) offer to exchange the Securities held by each Mezzanine Investor for Equity Interests in BH/RE or such Member, as applicable, of the kind proposed to be Transferred in such Parent Sale at their respective fair market values as agreed to by the Individual Investors and the Majority Holders.  If the Individual Investors and the Majority Holders are unable to agree either valuation, then the Individual Investors and the Majority Holders shall select an Appraiser to determine any disputed valuation, the cost of which shall be borne equally by the Majority Holders and Company.  Mezzanine Investors who exchange their Securities for Equity Interests in BH/RE or the Member shall be entitled to participate in such Parent Sale in accordance with the other terms of this Section 3.2 as if such terms were applicable to such Parent Sale, and BH/RE and the Member agree to cooperate with the Mezzanine Investors, in good faith, to achieve this result.  The provisions of this Section 3.2(f) shall not apply to Transfers by any Individual Investor (y) to the spouse, children or siblings of such Individual Investor or to a trust or family limited partnership for the benefit of any of them, or (z) upon the death of any Individual Investor to such Individual Investor’s heirs, executors or administrators or to a trust under such Individual Investor’s will, or Transfers between such Individual Investor and such Individual Investor’s guardian or conservator, provided that in each case the Transferee shall have entered into a Joinder Agreement in substantially the form attached hereto as Exhibit B providing that all Securities so Transferred shall continue to be subject to all provisions of this Agreement as if such Securities were still held by such Individual Investor, except that no further Transfer shall thereafter be permitted hereunder except in compliance with this Sections 3.2(f).  Notwithstanding anything to the contrary in this Agreement or any failure by a Transferee under this Section 3.2(f) to execute a Joinder Agreement, such Transferee shall take any Securities so Transferred subject to all provisions of this Agreement as if such Securities were still held by the Individual Investor making such Transfer, whether or not they so agree in writing.  The parties hereto (including without limitation BH/RE and the Individual Investors) agree that in the event of any exchange of Securities held by a Mezzanine Investor for Equity Interests in the Member or BH/RE pursuant to this Section 3.2(f), all steps will be taken that may be necessary or advisable to ensure that such exchange qualifies under Section 721 of the Code as a tax-free contribution of property to a partnership in exchange for an interest in the partnership. The parties hereto (including, without limitation, BH/RE and the Individual Investors) further agree to treat and report any such exchange for all purposes (including accounting and tax purposes) in conformity with the preceding sentence.

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Section 3.3  Drag-Along Obligations.

(a)           If the Required Investors (as defined in Section 3.3(e) below) (the “Selling Securityholders”) determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or substantially all of the Equity Interests of the Company to any Person not Affiliated with either of the Company or any of the Securityholders (the “Buyer”), or to cause the Company to merge with or into or consolidate with any Buyer, in a bona fide arm’s length transaction (an “Approved Sale”), each Securityholder, subject to the provisions of this Section 3.3, shall be obligated to and shall upon the written request of the Selling Securityholders (and subject to the receipt of all required Gaming Approvals:  (i) sell, Transfer and deliver, or cause to be sold, Transferred and delivered, to the Buyer, his, her or its pro rata portion of Securities on substantially the same terms applicable to the Selling Securityholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities); and (ii) execute and deliver such instruments of conveyance and Transfer and take such other action, including exercising any voting rights in favor of any Approved Sale proposed by the Selling Securityholders (including by delivering any irrevocable written proxy authorizing the Selling Securityholders or their authorized representatives to vote in favor or such Approved Sale) and executing any purchase agreements, merger agreements, escrow agreements or related documents, as the Selling Securityholders may reasonably require in order to carry out the terms and provisions of this Section 3.3; provided further that each Mezzanine Investor shall be required to make any representations or warranties and to provide any customary indemnities in connection therewith severally, but not jointly, with the Selling Securityholders.  The Selling Securityholders shall pay all reasonable out-of-pocket costs and expenses incurred by the Mezzanine Investors in connection with the provisions of this Section 3.3 (including the reasonable fees and expenses of one independent counsel for the Mezzanine Investors as a group, selected by the Majority Holders).  The Mezzanine Investors shall bear on their pro rata share (calculated in accordance with Section 3.2(b)) of any expenses incurred by the Selling Securityholders for the benefit of all Selling Securityholders.

(b)           Not less than thirty (30) days prior to the date proposed for the closing of any Approved Sale, the Selling Securityholders shall give written notice to each other Securityholder, setting forth in reasonable detail the name or names of the Buyer, the terms and conditions of the Approved Sale, including the purchase price, and the proposed closing date.

(c)           The obligations of each Securityholder set forth in this Section 3.3 are subject to condition that, upon consummation of the Approved Sale, each Securityholder receives the same form and per unit amount of consideration, or if any Securityholder is given an option as to the form and per unit amount of consideration, such option is made available to all Securityholders.

(d)           The Selling Securityholders further agree that (i) the liability of any Mezzanine Investor with respect to any representation or warranty made by such Mezzanine Investor in connection with any Approved Sale shall be several and not joint with any other Person, and shall be limited to each such Mezzanine Investor’s net proceeds from the Approved Sale, (ii) the Mezzanine Investors shall not be required to consummate any Approved Sale unless the Mezzanine Investors are provided with (or entitled to rely on) an opinion of counsel to the effect that the Approved Sale is not in violation of any Applicable Law (including Gaming

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Laws), or in the alternative, such Mezzanine Investors shall be indemnified by the Buyer (or the Selling Securityholders) for any violation thereof and (iii) no Mezzanine Investor shall be required to agree to any covenant not to compete or covenant not to solicit customers, employees or suppliers of the Buyer or any Affiliate thereof.

(e)           The “Required Investors” means any Securityholder (or group of Securityholders) who at the time hold at least 75% of the aggregate Interests of the Company then outstanding (without regard to Section 1.2) (the “Threshold Amount”); provided that to the extent Warrant Interests are issued upon the exercise of Warrants originally issued as an adjustment or increase under Section 2.2 of the Warrants, the Threshold Amount shall be reduced by a percentage corresponding to the percentage increase of the aggregate holdings of the Securityholders resulting from the issuance of such Warrant Interests.

Section 3.4  Contemporaneous Transfers.  If two or more Securityholders  propose concurrent Transfers which are subject to this Article III, then the relevant provisions of Sections 3.2 and Section 3.3 shall apply to each such proposed Transfer.

Section 3.5  Assignment.  Each Securityholder shall have the right to assign its rights to any Transferees of its Securities in a Transfer made in compliance with this Article III, and any such Transferree shall be deemed within the definition of a “Mezzanine Investor” or “Non-Mezzanine Investor”, as the case may be, for all purposes of this Article III.

Section 3.6  Gaming Restrictions.  Notwithstanding anything to the contrary in this Article III, no Securityholder shall be permitted to Transfer any Securities, except upon the receipt of all required Gaming Approvals in accordance with all applicable Gaming Laws and any requirements or restrictions imposed by the applicable Gaming Authorities.

Section 3.7  Prohibited Transfers.  If any Transfer is made or attempted contrary to the provisions of this Agreement, such purported Transfer shall be void ab initio; the Company and the other parties hereto shall have, in addition to any other legal or equitable remedies which they may have, the right to enforce the provisions of this Agreement by actions for specific performance (to the extent permitted by law); and the Company shall have the right to refuse to recognize any Transferee as one of its members for any purpose.

Section 3.8  Replacement of Unsuitable Securityholder.  If any Gaming Authority requires that a Securityholder be licensed, qualified or found suitable under any applicable Gaming Law, and such Securityholder:

(a)           fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by such Gaming Authority; or

(b)           is denied such license or qualification or not found suitable; then such Securityholder shall have 60 days in which to sell all Securities then held by such Securityholder and that are required by such Gaming Authority to be sold to a Person reasonably acceptable to such Gaming Authority.  If such Securityholder does not effect such a sale within such 60 day period, the Company shall then have the right, if required by the Gaming Authority:

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(1)                    to require each such Securityholder to transfer its Securities to a transferee designated by the Company and acceptable to the Gaming Authority (including to any other Securityholder, any member of the Investor Group or an Affiliate of any member of the Investor Group), within such time period after the occurrence of the event described in clause (a) or (b) above as may be required or approved by the Gaming Authority, or

(2)                    to redeem the Securities then held by the Securityholder.

In the event the Company exercises its right to designate a transferee pursuant to clause (1) above or to redeem the Securities pursuant to clause (2) above, the minimum purchase price or redemption price (as applicable) shall be, (a) with respect to any Warrants and Warrant Interests then held by such Securityholder, an amount equal to the Redemption Price or the outstanding principal and accrued but unpaid interest on any Put Notes (as such terms are defined in the Warrant) (determined as of the date such Securityholder was required to dispose of its securities pursuant to clause (a) or (b) above), and (b) with respect to any other Securities, the fair market value of such Securities as determined by the Governing Body and the Majority Holders.  All consideration payable pursuant to this Section 3.8 shall be paid in one installment in immediately available funds.

Immediately upon a determination by a Gaming Authority that a Securityholder will not be licensed, qualified or found suitable and must dispose of its Securities, such Securityholder will, to the extent required by applicable Gaming Laws, have no further right:

to (i) exercise directly, or through any proxy, trustee or nominee any voting right conferred by the member’s interest in the Company, (ii) participate in the management of the Company, (iii) receive any remuneration (other than, in respect of the Warrants, the Redemption Price or the outstanding principal and accrued but unpaid interest on any Put Notes) in any form from the Company holding a Gaming License for services rendered or otherwise; or (iv) receive any interest, dividend, economic interests or any other distribution of any kind or payment with respect to the Securities from the Company, including upon dissolution, except the redemption prices referred to in clause (2) above.

The applicable Securityholder shall notify the Company in writing of any transfer or redemption pursuant to this Section 3.8 as soon as practicable.  Any Securityholder that is required to apply for a license, qualification or a finding of suitability shall be responsible for all fees and costs of applying for and obtaining the license, qualification or finding of suitability and of any investigation by the Gaming Authority.

Section 3.9  Special Purpose Entity.  The Company is, as of the date hereof, a single-member SPE (as defined in the CMBS Documents), and the admission of any new member to the Company will cause it to violate those provisions of the CMBS Documents that require certain multi-member limited liability companies to have at least one member that is a SPE. Therefore, as promptly as practicable after the date hereof, EquityCo, as sole member of the Company, shall contribute a one percent interest in the Company to a wholly-owned SPE limited liability company formed for the sole purpose of holding such interest, in order to satisfy the requirement that the Company remain a SPE upon the issuance of membership interests to the holders of Warrants. It is understood and agreed that EquityCo will (i) obtain

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all required Gaming Approvals in connection with the admission of such new SPE subsidiary to the Company prior to such admission, and (ii) pledge the equity interest in such new SPE subsidiary to the Collateral Agent for the benefit of the Mezzanine Investors.  In addition, the Securityholders agree that all provisions of the Restructuring Documents, including this Agreement and the Pledge Agreement, are hereby waived solely to the extent necessary to allow EquityCo and the Company to carry out the express provisions of this Section 3.9.

Section 3.10  Gaming Authorities and Gaming Approval.  Gaming Authority approval is required prior to the issuance of the Warrants described herein and the granting of the pledge described in the Pledge Agreement.  It is understood and agreed that:

(a)           promptly and in any event within 30 days following the Closing Date, EquityCo and the Company agrees to make all filings necessary to obtain all approvals (collectively the “Approvals”) required under applicable Gaming Laws for (i) the pledge by EquityCo to the Collateral Agent for itself and for the benefit of the Mezzanine Investors of its Equity Interests in the Company, (ii) issuance of the Warrants to the Mezzanine Investors, and (iii) any other restrictions on the issuance or transfer of or agreements not to encumber the Equity Interests in the Company, and, in each case, to use its continuous, diligent and commercially reasonable best efforts to obtain such approvals.

(b)           the Company shall obtain all Approvals within 180 days following the filing of all applications therefor in accordance with the preceding clause (a).  Such 180-day period shall be extended by any delay attributable to Collateral Agent’s or any Mezzanine Investor’s failure to cooperate with the Gaming Authorities as required by clause (d) below, and the Company shall not have any obligation to obtain the Approvals with respect to any Mezzanine Investor in the event the Approvals are denied solely by reason of a determination by the Gaming Authorities that such Mezzanine Investor or the Collateral Agent is unsuitable.  Pending the receipt of the Approvals, (i) no Lien shall have been created in such Equity Interests under applicable Gaming Laws, (ii) and the certificates evidencing such Equity Interests shall remain in the possession of EquityCo in the State of Nevada, (iii) the Original Warrants shall remain in the possession of the Mezzanine Investors, and (iv) the Warrants shall not be issued to the Mezzanine Investors.

(c)           promptly upon obtaining all of the Approvals, the Company shall (i) cause the delivery of all certificates with respect to the pledged Equity Interests of the Company to the Collateral Agent or its designated custodial agent in the State of Nevada (pursuant to a custodian or collateral agency agreement acceptable to the Mezzanine Investors and in compliance with Nevada law), and the Collateral Agent shall thereafter maintain such certificates in the State of Nevada and keep them available for inspection by agents or employees of the Gaming Authorities promptly upon request during normal business hours, and (ii) cause the delivery of the Warrants to the Mezzanine Investors.

(d)           each of the Collateral Agent and the Mezzanine Investors agree (i) not to exercise any of their Original Warrants prior to May 29, 2007, unless Gaming Approval is received for the establishment of an SPE in accordance with Section 3.9, and (ii) to cooperate with the Gaming Authorities as necessary in connection with obtaining the Approvals  including the provision of such documents or other information as may be requested by the Gaming Authorities relating to the Warrants or the other Restructuring Documents in connection with the request for the Approvals.

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ARTICLE IV - RIGHTS TO PURCHASE

Notwithstanding anything herein to the contrary, the following provisions of this Article IV shall terminate immediately prior to the closing of a Qualified Public Offering and shall not apply with respect to any Qualified Public Offering.

Section 4.1  Right to Participate in Certain Sales of Additional Securities and Indebtedness.  If at any time the Company or any of its Subsidiaries intends to issue any (i) Equity Interests, (ii) securities convertible into or exchangeable for Equity Interests, (iii) options, warrants or rights carrying any rights to purchase Equity Interests, (iv) any Indebtedness, or (v) any other securities, evidences of indebtedness or other Property of the Company or any of its Subsidiaries issued in exchange of a capital contribution (in whatever form) other than Excluded Securities (collectively, the “Offered Securities”), it shall submit a written offer to each Mezzanine Investor (collectively, the “Offerees”), identifying the terms of the proposed issuance and sale (including price, number or aggregate principal amount of the Offered Securities and all other material terms), to purchase its Pro Rata Allotment (as hereinafter defined) of the Offered Securities (subject to increase for over-subscription if some Offerees do not fully exercise their rights) on terms and conditions, including price, not less favorable to the Offerees than those on which the Company proposes to sell the Offered Securities to a third party or parties; provided, however, that such Offeree agrees to purchase the Offered Securities and any other securities to be purchased in tandem therewith by the prospective purchaser.  The Company’s obligation to complete any such issuance or sale is subject to the receipt of all necessary Gaming Approvals.  Each Offeree’s “Pro Rata Allotment” of  the Offered Securities shall be based on the ratio (as determined in accordance with Section 1.2 hereof) which the Securities then owned by it bears to all of the then issued and outstanding Securities as of the date of such written offer.  The Company’s offer pursuant to this Section 4.1 shall remain open and irrevocable for a period of ten (10) Business Days, and the recipients of such offer shall elect to purchase by giving written notice thereof to the Company within such 10-day period, including therein the maximum amount of Offered Securities of the Company which the Offeree would purchase if other Offerees do not elect to purchase, with the rights of electing Offerees to purchase such additional Offered Securities to be based upon the relative holdings of Securities of the electing Offerees in the case of over-subscription.  Any Offered Securities which are not purchased pursuant to such offer plus, at the Company’s election, an equivalent number of securities so purchased by the Offerees may be sold by the Company, but only on the terms and conditions set forth in the initial offer, at any time within ninety (90) days following the termination of the above-referenced 10-day period or any longer period of time as may be required by any Gaming Authorities but may not be sold to any other Person or on terms and conditions, including price, that are more favorable to the purchaser than those set forth in such offer or after such 90-day period or such longer period as may be required by any Gaming Authorities without renewed compliance with this Section 4.1.

Section 4.2  Assignment of Rights.  The rights of each Offeree set forth in this Article IV are transferable to any Transferee of Securities held by any Mezzanine Investor that would also be an eligible Transferee under Section 3.1(a), to any Affiliate of any Mezzanine Investor

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that would also be an eligible Transferee under Section 3.1(a) and to any other Mezzanine Investor.  Upon such Transfer and execution of a Joinder Agreement, such Transferee shall be deemed a “Mezzanine Investor” for all purposes of Sections 4.1 and 4.2.

ARTICLE V - REGISTRATION RIGHTS

Notwithstanding anything herein to the contrary, the following provisions shall continue to be in effect until this Agreement is otherwise terminated.

Section 5.1  Piggyback Registration Rights.  If at any time or times on or after the date that is 180 days following the completion of a Qualified Public Offering, the Company shall determine to register any Equity Interests or securities convertible into or exchangeable or exercisable for Equity Interests under the Securities Act (whether in connection with a public offering of securities by the Company (a “primary offering”), a public offering of securities by members (a “secondary offering”), or both, but not in connection with a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable), the Company will promptly give written notice thereof to the Mezzanine Investors.  In connection with any such registration, if within thirty (30) days after their receipt of such notice (or ten (10) days in the case of a proposed registration on Form S-3) any Mezzanine Investor requests in writing the inclusion in such registration of some or all of the Registrable Interests (as hereinafter defined) owned by such Mezzanine Investor, or into which any units held by such Mezzanine Investor are convertible or exchangeable, the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Interests which such Mezzanine Investor so requests; provided, however, that if at any time after giving written notice of its intention to register any Registrable Interests and prior to the effective date of the registration statement in connection with such registration, the Company shall determine in good faith, for any reason not to register such Registrable Interests, the Company shall give written notice to the Mezzanine Investors and, thereupon, shall be relieved of its obligation to register any such Registrable Interests in connection with such registration; provided, further, that in the case of an underwritten public offering, if the managing or lead underwriter(s) determine that a limitation on the number of units to be underwritten is required, such underwriter(s) may limit the number of Registrable Interests to be included in the registration and underwriting to an amount that, in the judgment of the underwriter, would not materially affect the term of the offering (including, without limitation the price at which such securities can be sold to the public or the market for the Company’s securities).  The Company shall advise all Mezzanine Investors promptly after such determination by the managing or lead underwriter(s), and the number of Registrable Interests that may be included in the registration and underwriting shall be allocated among all Mezzanine Investors requesting registration in proportion, as nearly as practicable, to their respective holdings of Registrable Interests; provided that all Persons participating in the offering (other than the Company) shall be “cut back” on a pro rata basis.  The Company may select the underwriters for any underwritten offering in its sole discretion.  All reasonable out-of-pocket expenses incurred by the Mezzanine Investors in connection with the provisions of this Section 5.1 (including the reasonable fees and expenses of one independent counsel for the Mezzanine Investors as a group, selected by the Majority Holders) shall be borne by the Company, except that the Mezzanine Investors shall bear underwriting and selling commissions and Transfer taxes attributable to the sale of their Registrable Interests.

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Section 5.2  Parent Registrations.  If (i) BH/RE proposes to register any of its Equity Interests or securities convertible into or exchangeable or exercisable for its Equity Interests, or (ii) the Member proposes to register any of its Equity Interests or securities convertible into or exchangeable or exercisable for its Equity Interests, in each case under the Securities Act (whether in connection with a public offering of securities by BH/RE or the Member, a public offering of securities by members, or both, but not in connection with a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable) (each a “Parent Registration”), BH/RE or the Member, as applicable, will promptly give written notice thereof to the Mezzanine Investors and offer to exchange the Securities held by each Mezzanine Investor for Equity Interests in BH/RE or the Member, as applicable, of the kind proposed to be registered at their respective fair market values as agreed to by the Individual Investors and the Majority Holders.  If the Individual Investors and the Majority Holders are unable to agree on such valuation, then the Individual Investors and the Majority Holders shall select an Appraiser to make such determination, the cost of which shall be borne by the Company.  Mezzanine Investors who exchange their Securities for Equity Interests in BH/RE or the Member, as applicable, shall be entitled to participate in such Parent Registration in accordance with the terms of this Article V as if such terms were applicable to such Parent Registration, and BH/RE and the Member agrees to cooperate with the Mezzanine Investors, in good faith, to achieve this result.  The parties hereto (including without limitation, BH/RE and the Individual Investors) agree that in the event of any exchange of Securities held by a Mezzanine Investor for Equity Interests in the Member or BH/RE pursuant to this Section 5.2, and in the event that such exchange can reasonably be construed as an exchange qualifying under Section 351 of the Code, all reasonable steps will be taken that may be necessary or advisable to ensure that such exchange so qualifies.

Section 5.3  Other Registrations.  In order to assist the Mezzanine Investors in obtaining any required Gaming Approvals or meeting any other requirements imposed by Gaming Authorities in connection with the exercise of any Warrants, the Company shall, within one month of  a written request of the Majority Holders (i) file with the Commission a registration statement on Form 10 (the “Form 10”) registering the Warrant Interests under the Exchange Act, (ii) file an application with the Nevada Gaming Commission for registration as a publicly traded corporation (the “PTC Registration”, and collectively with the Form 10, the “Additional Filings”) and (iii) use its commercially reasonable best efforts to promptly take or cause to be taken, any other action or to do, or cause to be done, all things reasonably necessary under Applicable Law to facilitate the receipt by Mezzanine Investors of  any required Gaming Approvals or in meeting any other requirements imposed by Gaming Authorities.  The Additional Filings, as initially filed with the Commission and the Nevada Gaming Commission, and as each may be supplemented, amended and refiled, shall each be in form and substance reasonably satisfactory to the Mezzanine Investors.  The Company shall use it commercially reasonable best efforts, in cooperation with the Mezzanine Investors, to respond to any comments of the Commission or the Nevada Gaming Commission, as applicable, on the Additional Filings.  The Company shall notify the Mezzanine Investors promptly of the receipt of any comments from the Commission (or its staff) or the Nevada Gaming Commission (or its staff), as applicable, and of any request by either the Commission (or its staff) or the Nevada Gaming Commission (or its staff), or any other governmental officials for amendments or supplements to the Applicable Filings or for additional information, and will supply the Mezzanine Investors with copies of all correspondence with respect to the Additional Filings.

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The Additional Filings, shall in all respects, comply with as to form all Applicable Laws.  Whenever any event occurs which is required to be set forth in any amendment or supplement to an Additional Filing, the Company shall promptly inform the Mezzanine Investors of such occurrence and cooperate in filing with the Commission or its staff, or the Nevada Gaming Commission or its staff, as applicable, such amendment or supplement.  The costs of the Additional Filings (including legal fees, audit fees and filing or application fees) shall be borne by the Company.  The costs of obtaining Gaming Approvals and meeting any other requirements that the Gaming Authorities may impose in connection with such exercise shall be borne equally by Libra Securities, LLC, on the one hand, and the Majority Holders, on the other hand.

Section 5.4  Registrable Interests.  For the purposes of this Article V, the term “Registrable Interests” shall mean the Interests held by the Mezzanine Investors or subject to acquisition by the Mezzanine Investors upon exercise of the Warrants, including any Interests issued by way of a dividend or split or in connection with a combination of units, recapitalization, merger, consolidation or other reorganization; provided, however, that Interests sold in a registered sale pursuant to an effective registration statement under the Securities Act or Transferred pursuant to Rule 144 thereunder or transferable pursuant to Rule 144(k) thereunder without restriction as to volume, shall not be deemed Registrable Interests.

Section 5.5  Further Obligations of the Company.  Whenever, under the provisions of Section 5.1 of this Agreement, the Company is required to register any Registrable Interests, it agrees that to the extent not otherwise already set forth in this Article V, it shall do the following:

(a)           Use its reasonable commercial best efforts to diligently prepare and file with the Commission, a registration statement and such amendments, post-effective amendments and supplements to said registration statement and the prospectus used in connection therewith as may be necessary to keep said registration statement effective for such period, not exceeding 180 days, as may be necessary for any Mezzanine Investor participating in a registered offering to dispose of the Registrable Interests registered thereunder in the manner specified and to comply with the provisions of the Securities Act with respect to the sale of securities covered by said registration statement;

(b)           Furnish to each selling Mezzanine Investor such copies of each preliminary and final prospectus and such other documents as such Mezzanine Investor may reasonably request to facilitate the public offering of its Registrable Interests;

(c)           Use its reasonable commercial best efforts to register or qualify the securities covered by said registration statement under the securities or “blue-sky” laws of such jurisdictions as any selling Mezzanine Investors may reasonably request, provided that the Company shall not be required to register or qualify the securities in any jurisdictions which require it to qualify to do business, subject itself to general taxation in any such jurisdiction, subject itself to general service of process therein or amend any provision of its organizational documents in a manner that would be adverse to the Company or its members;

(d)           Immediately notify each selling Mezzanine Investor at any time when a prospectus relating to its Registrable Interests is required to be delivered under the Securities Act, of the happening of any event as a result of which such prospectus contains an

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untrue statement of a material fact or omits any material fact necessary to make the statements therein not misleading, and, at the request of any such selling Mezzanine Investor, prepare and file with the Commission a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Interests, such prospectus will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading;

(e)           Cause all such Registrable Interests to be listed on or included in each securities exchange or quotation system, if any, on which similar securities issued by the Company are then listed, provided that the applicable listing requirements are satisfied;

(f)            Otherwise use its reasonable commercial best efforts to comply in all material respects with all applicable rules and regulations of the Commission and make generally available to its members, in each case as soon as practicable, but not later than thirty (30) calendar days after the close of the period covered thereby an earnings statement of the Company which will satisfy the provisions of Section 11(a) of the Securities Act;

(g)           Cooperate with each Mezzanine Investor and each underwriter participating in the disposition of Registrable Interests and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc.;

(h)           During the period when the prospectus is required to be delivered under the Securities Act, promptly file all documents required to be filed with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act;

(i)            Appoint a transfer agent and registrar for all Registrable Interests covered by a registration statement no later than the effective date of such registration statement;

(j)            In connection with an underwritten offering, to the extent reasonably requested by the managing or lead underwriter(s) for the offering or the Mezzanine Investors, participate in and support customary efforts to sell the securities in the offering, including, without limitation, participating in “road shows”;

(k)           Otherwise cooperate with the managing or lead underwriter(s), the Commission and other regulatory agencies (including Gaming Authorities) and take all reasonable actions and execute and deliver or cause to be executed and delivered all documents necessary to effect the registration of any Registrable Interests under this Section 5.5; and

(l)            In connection with an underwritten offering, furnish to each selling Mezzanine Investor a signed counterpart, addressed to each Mezzanine Investor, of:

(i)            an opinion of counsel for the Company customary in form and substance for such a transaction and reasonably satisfactory to the Mezzanine Investor; and

(ii)           to the extent permitted by applicable professional standards, a “comfort” letter, signed by the independent public accountants who have certified the Company’s financial statements included in such registration statement,

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customary in form and substance for such a transaction and reasonably satisfactory to the Mezzanine Investors;

(m)          Each holder of Registrable Interests agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.5(d), such holder shall forthwith discontinue disposition of Registrable Interests pursuant to the registration statement covering such Registrable Interests until such holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.5(d), and, if so directed by the Company, such holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such holder’s possession, of the prospectus covering such Registrable Interests current at the time of receipt of such notice.  If the Company shall give any such notice, the Company shall extend the period during which such registration statement shall be maintained effected pursuant to Section 5.5(a) by the number of days during the period from and including the date of the giving of such notice pursuant to Section 5.5(d) to and including the date when each seller of Registrable Interests covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.5(d).

Section 5.6  Indemnification; Contribution.

(a)           Incident to any registration statement referred to in this Article V, the Company will indemnify and hold harmless each underwriter and each Mezzanine Investor who offers or sells any such Registrable Interests in connection with such registration statement (including their respective partners (including partners of partners and stockholders and members of any such partners), and directors, officers, managers, members, employees and agents of any of them (a “Selling Holder”), and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (a “Controlling Person”), from and against any and all losses, claims, damages, expenses and liabilities, joint or several (including any investigation, reasonable legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted), as the same are incurred to which they, or any of them, may become subject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based on (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any related preliminary or definitive prospectus, or any amendment or supplement to such registration statement or prospectus), (ii) any omission or alleged omission to state in such document a material fact required to be stated in it or necessary to make the statements in it not misleading, or (iii) any violation by the Company of the Securities Act, any state securities or “blue sky” laws or any rule or regulation thereunder in connection with such registration; provided, however, that the Company will not be liable to the extent that such loss, claim, damage, expense or liability arises from and is based on an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with information furnished in writing to the Company by such Selling Holder or Controlling Person expressly for use in such registration statement or is due to the failure of such Selling Holder or Controlling Person to deliver a copy of the prospectus or any supplements thereto a reasonable period of time after the Company has furnished such Selling Holder or Controlling Person with a sufficient number of copies of the same or by the delivery of prospectuses by such Selling Holder or Controlling Person after the Company notified such Selling Holder or Controlling Person in

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writing to discontinue delivery of prospectuses.  With respect (i) to such untrue statement or omission or alleged untrue statement or omission in the information furnished in writing to the Company by such Selling Holder or Controlling Person expressly for use in such registration statement or (ii) to the failure of any Selling Holder of Controlling Person to refrain from delivering any prospectus or supplements thereto a reasonable period of time following notice from the Company to discontinue delivery such prospectus or supplements, such Selling Holder will indemnify and hold harmless each underwriter, the Company (including its directors, officers, employees, agents and Controlling Persons), and each other Selling Holder (including its partners (including partners of partners and stockholders of such partners) and directors, officers, employees, agents and Controlling Person of any of them), from and against any and all losses, claims, damages, expenses and liabilities, joint or several, to which they, or any of them, may become subject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, at common law or otherwise to the same extent provided in the immediately preceding sentence.  In no event, however, shall the liability of a Selling Holder or Controlling Person for indemnification under this Section 5.6(a) in its capacity as such exceed the net proceeds (before deducting expenses) received by such Selling Holder from its sale of Registrable Interests under such registration statement.

(b)           If the indemnification provided for in Section 5.6(a) above for any reason is held by a court of competent jurisdiction to be unavailable to an Indemnified Party in respect of any losses, claims, damages, expenses or liabilities referred to therein, then each Indemnifying Party under this Section 5.6, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, expenses or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, the other Selling Holders and the underwriters, if any, from the offering of the Registrable Interests or (ii) if the allocation provided by clause (i) above is not permitted by Applicable Law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, the other Selling Holders and the underwriters, if any, in connection with the statements or omissions which resulted in such losses, claims, damages, expenses or liabilities, as well as any other relevant equitable considerations.  The relative benefits received by the Company, the Selling Holders and the underwriters, if any, shall be deemed to be in the same respective proportions that the net proceeds from the offering (before deducting expenses) received by the Company and the Selling Holders and the underwriting discount received by the underwriters, if any, in each case as set forth in the table on the cover page of the applicable prospectus, bear to the aggregate public offering price of the Registrable Interests.  The relative fault of the Company, the Selling Holders and the underwriters, if any, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, the Selling Holders or the underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Company and the Selling Holders agree that it would not be just and equitable if contribution pursuant to this Section 5.6(b) were determined by pro rata or per capita allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph.  In no event, however, shall a Selling Holder be required to contribute any amount under this Section 5.6(b) in excess of the net proceeds (before deducting expenses) received by such Selling Holder from its sale of

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Registrable Interests under such registration statement.  No person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation.

(c)           As promptly as is reasonably practicable after receipt by a party seeking indemnification pursuant to this Section 5.6 (an “Indemnified Party”) of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a “Claim”), the Indemnified Party promptly shall notify the party against whom indemnification pursuant to this Section 5.6 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability hereunder, except to the extent that the Indemnifying Party is materially prejudiced by reason of such failure.  In connection with any Claim, the Indemnifying Party shall be entitled to assume the defense thereof.  Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (x) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (y) the Indemnified Party shall reasonably have concluded that representation by the same legal counsel would not be appropriate due to (i) actual or potentially differing interests between such parties in the conduct of the defense of such Claim, or (ii) legal defenses that may be available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (z) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party and take action to defend such claim within 30 days after notice of the commencement of such Claim or the Indemnifying Party shall, in the reasonable judgment of the Indemnified Party, have ceased to conduct a diligent defense of such claim.  If the Indemnified Party employs separate legal counsel in circumstances other than as described in clauses (x), (y) or (z) above, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party.  Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel).  No Indemnifying Party shall, without the prior written consent of the Indemnified Party, settle or compromise any Claim or consent to the entry of any judgment with respect thereto, unless such settlement, compromise or consent (i) includes an unconditional release of each Indemnifying Party from all liabilities with respect to such Claim or judgment and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party.

(d)           The indemnification and contribution provided for in this Section 5.6 will remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Parties or any officer, director, employee, agent or Controlling Person of the Indemnified Parties.

Section 5.7  Rule 144 Requirements.  If the Company becomes subject to the reporting requirements of either Section 13 or 15(d) of the Exchange Act, the Company will use its reasonable best efforts thereafter to file with the Commission such information as is specified under either of said Sections for so long as any of the Mezzanine Investors (i) holds any Registrable Interests or (ii) otherwise qualifies to sell Registrable Interests pursuant to Rule 144(k) under the Securities Act (or any successor or similar exemptive rules hereafter in effect); and in such event, the Company shall use its reasonable best efforts to take all action as may be

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required as a condition to the availability of Rule 144 under the Securities Act (or any successor or similar exemptive rules hereafter in effect).  The Company shall furnish to any transfer agent or registrar upon request a written statement as to the steps it has taken to comply with the current public information requirement of Rule 144 or such successor rules.

Section 5.8  Market Stand-Off.  Each Securityholder agrees, if requested by the Company and an underwriter of Registrable Interests in connection with any Qualified Public Offering, not to directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise Transfer or dispose of any Securities or any other securities of the issuer of the securities in a Qualified Public Offering during any “blackout period” required by any underwriter in connection with a Qualified Public Offering, which “blackout period” shall in no event exceed the earlier of (i) 180 days from the date securities are first sold in the Qualified Public Offering, and (ii) the date any holder of 1% or more of the voting common equity securities of the Company, which holder was previously restricted by any such “blackout period”, is able to Transfer all or any portion of its voting common equity securities free from any such restriction.  In order to enforce the foregoing covenant, the issuer in such Qualified Public Offering may impose stop-transfer instructions with respect to the securities of each Securityholder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such “blackout period.”

Section 5.9  Transfer of Registration Rights.  The registration rights and related obligations under this Article V of the Mezzanine Investors with respect to their Registrable Interests may be Transferred in connection with any transaction or series of related transactions complying with Article III, or to any other Mezzanine Investor, and upon any such Transfer and execution of the Joinder Agreement such Transferee shall be deemed to be included within the definition of an “Mezzanine Investor” for purposes of this Article V with the rights set forth herein.

Section 5.10  Other Agreements.  The Company, BH/RE and the Member each agree that it shall not enter into any agreement or arrangement other than this Agreement pursuant to which it grants or agrees to grant to any other Person registration rights in respect of any capital interests of the Company, BH/RE or the Member, other than registration rights contemplated by Section 9.12 of the Amended and Restated Operating Agreement of EquityCo as amended by the BH/RE-Starwood Agreement, that are in any respect senior or otherwise more favorable when taken as a whole to the rights of the Mezzanine Investors hereunder unless (i) the Company, BH/RE or the Member, as the case may be, receives the prior written consent of the Majority Holders or (ii) the Mezzanine Investors relinquish their registration rights pursuant to this Article V (other than pursuant to Section 5.2 and Section 5.3) in exchange for the same registration rights being granted to such other Person.

ARTICLE VI — RESERVED

ARTICLE VII — AFFIRMATIVE COVENANTS OF THE
COMPANY, BH/RE AND THE MEMBER

The Company and the Member covenant, acknowledge and agree as follows:

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Section 7.1  Additional Indebtedness.  Upon the incurrence of Indebtedness other than Permitted Indebtedness or Indebtedness incurred in a refinancing of the outstanding principal amount of Permitted Indebtedness (together with any premiums, accrued interest and any reasonable fees and expenses incurred therewith) (such amount, the “Debt Threshold”), the Company shall, within five (5) Business Days, provide written notice thereof to the Member and each Mezzanine Investor (the “Debt Notice”), which notice shall specify the amount of Indebtedness outstanding at the time, as well as the amount by which such Indebtedness exceeds the Debt Threshold (the “Additional Debt”).  The Member shall cause a total capital contribution to be made to the Company in an amount equal to 20% of the Additional Debt (the “Additional Capital Amount”) as promptly as possible, but in no event more than thirty (30) days after the date of the Debt Notice. For clarity, any third-party refinancing of the Indebtedness (including any premiums, accrued interest and any reasonable fees and expenses incurred as a result of any such third-party refinancing) will not trigger the Additional Capital Amount.  Any equity interests issued in connection with such capital contribution shall be membership interests of the type outstanding on the Closing Date.

Section 7.2  Restrictions on Equity Interests.  The Company shall (a) obtain the  approval of the Nevada Gaming Commission prior to issuing  any additional securities or admitting any additional members; and  (b)  furnish to the Nevada State Gaming Control Board, within 10 calendar days after the end of each fiscal quarter of the Company, a complete list of all Securityholders, with respect to all the Company’s Equity Interests.

The Member shall obtain the approval of the Nevada Gaming Commission prior to declaring any dividends or distributions with respect to any of the Company’s securities, including without limitation, any Interests held by the Mezzanine Investors.

Section 7.3  Put Right.  The Mezzanine Investors have the right to put their Warrants and Warrant Interests to the Company in accordance with the terms of the Warrants.  The Company further acknowledges that the Put Right (as defined in the Warrants) shall continue to apply to any Warrant Interests held by a Mezzanine Investor, notwithstanding a full exercise or exchange of the Warrants held by such Mezzanine Investor.

Section 7.4  Communication with Gaming Authorities.  If and to the extent that the Company is required or requested to communicate or meet with any Gaming Authority or otherwise intends to communicate or meet with any Gaming Authority regarding any matter that adversely affects the rights and remedies of the Mezzanine Investors hereunder or under any of the other Restructuring Documents, the Company will (i) provide any affected Securityholder with prior notification of any such meeting or communication to the extent practicable under the circumstances and to the extent permitted by applicable law and (ii) either (A) request that any such Securityholder be allowed to attend such meting or participate in such communication (it being understood that the Company will have no obligation to ensure that such attendance or participation is available to the Securityholder, such decision ultimately resting with the applicable Gaming Authority) or (B) if such Securityholder is not entitled to attend or participate, inform such Securityholder of the substance of the discussions at such meeting or of such communication to the extent permitted by the Gaming Authorities or applicable law, provided that the Company shall not be required to disclose privileged information or any information that it is prohibited from disclosing by the Gaming Laws or by such Gaming

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Authority.  Notwithstanding the foregoing, the Company shall not be required to take any action under this Section 7.4 if, in its sole discretion, such action could reasonably be expected to materially prejudice the granting, continuation or renewal of any Gaming License of the Company, OpBiz, EquityCo, BH/RE or any of their Affiliates or any other permit or license material to the Company’s or OpBiz’s business.

Section 7.5  Tax Covenants.  Each of the Member and BH/RE shall maintain its status as a partnership for federal income tax purposes at all times prior to any Parent Registration (as defined in Section 5.2).  The Member shall convert to a C corporation for federal income tax purposes in connection with any registration of its Equity Interests (or securities convertible into or exchangeable or exercisable for its Equity Interests) under Section 5.2.  BH/RE shall convert to a C corporation for federal income tax purposes in connection with any registration of its Equity Interests (or securities convertible into or exchangeable or exercisable for its Equity Interests) under Section 5.2.  Prior to any such  Parent Registration, neither the Member nor BH/RE will have income which is either (i) “effectively connected with the conduct of a trade or business within the United States” under Code Sections 871(b) or 882, or (ii) “unrelated business taxable income” under Code Sections 512 or 514.

Section 7.6  Books and Records.  The Company will, and will cause its Subsidiaries to: (a) maintain, at all times, correct and complete books, records and accounts in which complete, correct and timely entries are made of its transactions in accordance with GAAP; (b) reflect by means of appropriate entries in such accounts and in all financial statements proper liabilities and reserves for all Taxes and proper provision for depreciation and amortization of Property and bad debts, all in accordance with GAAP; and (c) permit, upon reasonable prior notice to the Company and during normal business hours, agents and designated representatives of the Majority Holders to visit and inspect any of the properties or assets of the Company and any of its Subsidiaries and to examine the books of account of the Company and any of its Subsidiaries and discuss the affairs, finances and accounts of the Company and any of its Subsidiaries with, and be advised as to the same by, the officers and independent accountants of the Company or such Subsidiary, all at such reasonable times and intervals and to such reasonable extent as the Majority Holders may request; provided that no information obtained pursuant to clause (c) may be shared with a Competitor.

Section 7.7  Financial and Other Information.  The Company will furnish to each Mezzanine Investor one copy of each of the following:

(a)           within 120 days after the end of each Fiscal Year, (i) Consolidated balance sheets and Consolidated income statements showing the financial condition of the Company and its Subsidiaries as of the close of such Fiscal Year and the results of their operations during such year, and (ii) a Consolidated statement of members’ equity and a Consolidated statement of cash flow, as of the close of such Fiscal Year, all the foregoing financial statements to be audited by a Big 4 or other independent certified public accountants reasonably acceptable to the Majority Holders, and to be in form and substance reasonably acceptable to the Majority Holders;

(b)           within 30 days after the end of each fiscal month unaudited Consolidated income statements of the Company and its Subsidiaries and within 60 days after the

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end of each Fiscal Quarter unaudited Consolidated and consolidating balance sheets and Consolidated and consolidating income statements showing the financial condition and results of operations of the Company and its Subsidiaries as of the end of each such quarter, a Consolidated and consolidating statement of members’ equity and a Consolidated and consolidating statement of cash flow as of the end of each such quarter, prepared and certified by an Approved Officer of the Company as presenting fairly in all material respects the financial condition and results of operations of the Company and its Subsidiaries and as having been prepared in accordance with GAAP consistently applied, setting forth in the case of each Consolidated statement in comparative form the corresponding figures for the corresponding quarter of the preceding year and corresponding figures for the period beginning with the first day of the current Fiscal Year and ending on the last day of the relevant Fiscal Quarter and the corresponding period for the previous Fiscal Year, in each case subject to footnotes and normal year-end audit adjustments;

(c)           (i) promptly after the same become publicly available, copies of such registration statements, annual, periodic and other reports, and such proxy statements and other information, if any, as shall be filed by the Company or any Subsidiary with the SEC pursuant to the requirements of the Securities Act or the Exchange Act; (ii) as soon as practicable, copies of all material reports, forms, filings and financial information submitted by the Company or any Subsidiary to any other Governmental Authority and all material reports submitted to its interest holders; (iii) within 5 Business Days after receipt by the Company or any Subsidiary thereof, copies of any exception reports prepared by any Gaming Authority and (iv) within 5 Business Days of filing by the Company or any Subsidiary with any Gaming Authority, copies of any and all reports of borrowings on form 8.130 or its equivalent;

(d)           as soon as available, but in any event not later than December 31 of each Fiscal Year, the Company’s annual internal operating budget (which shall list with reasonable specificity the Company’s good faith estimate of planned Capital Expenditures of all types whatsoever) for the next Fiscal Year, and as soon as prepared and available any amendments thereof prepared in the ordinary course;

(e)           concurrently with any delivery under (a) or (b) (solely in the case of quarterly deliveries) above, a management discussion and analysis certified by the Company describing any differences between the reported financial results under the financial statements delivered thereunder from the budget required by clause (d), which shall include, among any other information or explanation reasonably requested by the Majority Holders (i) the calculation of EBITDA for the Fiscal Quarter last ended and (ii) a list of any Capital Expenditures made during such Fiscal Quarter and shall set forth in connection with any such Capital Expenditures made during such Fiscal Quarter, the amount and nature of any such expenditure with attached copies of any contracts entered into, invoices received and evidence of payment made with respect to any such expenditure together with mechanic’s liens releases in connection with any payments made by the Company or any Subsidiary;

(f)            concurrently with any delivery under (a) above, a management letter prepared by the independent public accountants who reported on the financial statements delivered under (a) above, with respect to the internal audit and financial controls of the Company and its Subsidiaries;

(g)           any gaming reports generated by the Company or any of its Subsidiaries;

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(h)           as soon as available, but in any event not later than December 31 of each Fiscal Year, a consolidated and consolidating plan and financial forecast for the next Fiscal Year and each subsequent Fiscal Year, including (i) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows of the Company and its Subsidiaries for such Fiscal Years, together with an explanation of the assumptions on which such forecasts are based and (ii) such other information and projections for such Fiscal Years as the Majority Holders may reasonably request;

(i)            as soon as available, but in any event not later than 30 calendar days following the end of each fiscal month, a monthly operating report for the month then ended which shall include items used by the Company and its Subsidiaries in measuring their operating and financial performance in the ordinary course which shall include, without limitation, the average daily room rate, food and beverage revenue per room, gaming revenue and the other items as may otherwise be prepared by the Company in the ordinary course of its management and financial reporting so long as any such items are acceptable to the Majority Holders, together with such other information reasonably requested by the Majority Holders;

(j)            promptly upon receipt thereof, copies of all material notices, reports, budgets, forecasts, proposals, studies, financial statements and other information provided by any Manager, any casino operator or any Leasing Manager;

(k)           at the request of the Majority Holders, a copy of each annual report or other filing filed with respect to each Plan of the Company or any ERISA Affiliate;

(l)            a monthly report on the progress of the renovations in form and substance reasonably satisfactory to the Majority Holders, which in any event shall include a narrative description of the progress to date, a comparison between expenses incurred to date and budgeted expenses, a timeline illustrating the remaining steps to be taken to completion, and projected expenses to be incurred to completion;

(m)          concurrently with the delivery of any financial and other reports and notices to the CMBS Lender under the CMBS Documents or any other holder of Indebtedness, a copy of all such financial and other reports and notices so delivered; and

(n)           such additional information as the Majority Holders may from time to time reasonably request regarding the financial and business affairs, operations or prospects of the Company and its Subsidiaries.

Section 7.8  Notices.  In addition to any other notices required hereunder, the Company shall notify each Mezzanine Investor, in writing, of the following matters at the following times (except that in the case of clause (a), the Company shall notify all Mezzanine Investors):

(a)           Immediately after becoming aware of the existence of any “ default” or any “event of default” under the CMBS Documents or any Indebtedness;

(b)           Immediately after becoming aware that (i) any Manager has terminated a Management Agreement or otherwise ceased acting as Manager, or (ii) any Leasing Manager has terminated a Leasing Services Agreement, or has otherwise ceased managing such portions of the Premises or (iii) the Planet Hollywood License Agreement has been terminated;

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(c)           Promptly after receiving notice (but in no event later than five days after the earlier of (i) receiving such notice or (ii) the occurrence of any such change) of a change in the composition of the members or other equity holders of the Investor Group;

(d)           Promptly after receiving notice  (but in no event later than five days after the earlier of (i) receiving such notice or (ii) the occurrence of any such change) of any change in the composition of the Governing Body that manages the operations of the Company or its Subsidiaries;

(e)           Within five Business Days after becoming aware of:

(i)            any material adverse change in the Property, business, operations, or condition (financial or otherwise) or prospects of the Company and its Subsidiaries taken as a whole (including, without limitation any Casualty Event);

(ii)           any pending action, proceeding, or counterclaim (or action, proceeding or counterclaim that has been threatened in writing) by any Person, or any pending or threatened investigation by a Governmental Authority, which is reasonably likely to have a Material Adverse Effect;

(iii)          any pending or threatened strike, work stoppage, material unfair labor practice claim, or other material labor dispute which is reasonably likely to have a Material Adverse Effect;

(iv)          any violation of any law, statute, regulation, or ordinance of a Governmental Authority applicable to the Company or any Subsidiary, which is reasonably likely to have a Material Adverse Effect; and

(v)           the fact that the Company or any Subsidiary has materially violated any Environmental Laws or that its compliance is being investigated in respect of an alleged material failure to comply with any Environmental Law.

(f)            Not less than thirty (30) days prior to the Company changing its name or the location of its chief executive office or its jurisdiction of organization or formation;

(g)           Within five (5) days of the Company’s or any Subsidiaries’ receipt or giving of same, a copy of any written notice under, pursuant to or in connection with any Lease or Material Operating Agreement, (i) alleging a default by the Company, such Subsidiary or lessee or any other Persons thereunder, (ii) setting forth a claim against the Company or such Subsidiary or any Manager in an amount greater than $1,500,000 or (iii) exercising a renewal, extension, expansion or termination option thereunder;

(h)           Promptly upon receipt of same by the Company or any of its Subsidiaries, a copy of any written notice or other written instrument which might materially adversely affect the Premises, including any written notice from a Governmental Authority concerning any tax or special assessment, or any written notice of any change in or alleged violation of any zoning ordinance, fire ordinance, building code provision, or other legal requirement affecting the Premises;

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(i)            Within 30 days after the end of each quarter, any sales and other Dispositions of Property permitted by the CMBS Documents, consummated during such quarterly period; and

(j)            Three Business Days prior to entering into any merger permitted under the CMBS Documents.

Each notice given under this Section 7.8 shall describe the subject matter thereof in reasonable detail and shall set forth the action that the Company has taken or proposes to take with respect thereto.

Section 7.9  Existence, Good Standing and Legal Requirements.

(a)           The Company will, and will cause its Subsidiaries to, maintain its corporate or limited liability company, as applicable, existence and its qualification and good standing in Nevada and all other states necessary to conduct the Business and own its Property, and shall obtain and take all actions which may be required to preserve, renew and extend Permits (including, without limitation, any Permits or authorizations relating to the sale of alcohol), franchises and governmental authorizations necessary to conduct the Business and own its Property and to operate and maintain the Premises in accordance with this Agreement, the CMBS Documents, the Management Agreement (if any), the Leasing Services Agreement (if any), and any other Material Operating Agreements, in each case except to the extent, other than with respect to corporate or limited liability company, as applicable, existence, that the failure to maintain the foregoing is not reasonably likely to have a Material Adverse Effect.  The Company shall, and shall cause its Subsidiaries to, comply with all laws, rules, regulations and governmental orders (whether Federal, state or local) (including, without limitation, all Gaming Laws) applicable to the operation of such businesses whether now in effect or hereafter enacted (including, without limitation, all Applicable Laws, rules, regulations and governmental orders promulgated by any Gaming Authority and all those relating to public and employee health and safety and all Environmental Laws) and with any and all other Applicable Laws, rules, regulations and governmental orders, except to the extent where such noncompliance is not reasonably likely to have a Material Adverse Effect.

(b)           The Company and its Subsidiaries shall have the right, in good faith, to contest by appropriate legal proceedings, after notice to the Majority Holders, the validity of any Legal Requirement and to postpone the compliance therewith, provided that (i) such contest shall operate to prevent the enforcement thereof, (ii) such contest shall be promptly and diligently prosecuted by and at the expense of the Company or its Subsidiaries, (iii) neither the Company, any of its Subsidiaries nor the Mezzanine Investors shall suffer or would be the subject of any civil or criminal liabilities, penalties or sanctions, (iv) the Company and its Subsidiaries shall comply with such contested Legal Requirement if at any time all or any part of the Premises shall be in danger of being foreclosed, sold, forfeited, or otherwise lost or materially impaired or if such contest shall be discontinued, (v) the Company shall agree to indemnify and hold harmless the Mezzanine Investors from and against any liability and claims arising out of the postponement of the compliance with such Legal Requirement, and (vi) the Company shall, prior to commencing any such proceedings, furnish proof reasonably satisfactory to the Majority Holders that it has established a reserve account in an amount not less than the amount of any penalties, including interest and additional charges which may be incurred as a result of such contest or has

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otherwise, to the reasonable satisfaction of the Majority Holders, provided for the payment of such amounts.

Section 7.10  Election of Directors; Observation Rights.   The Company shall allow one representative of the Majority Holders, reasonably acceptable to the Company, to attend and participate, in a non-voting capacity, in all meetings and other activities of the Governing Bodies of the Company and each of its Subsidiaries (the “Board Observer”).  The Company shall (i) give the Mezzanine Investors notice of all such meetings, at the same time as furnished to the directors of the Company and any of its Subsidiaries, (ii) pay the reasonable out-of-pocket costs and expenses of the Board Observer in connection with attendance at such meetings or other activities, (iii) provide to the Board Observer all notices, documents and information furnished to the directors of each of the Company and its Subsidiaries whether at or in anticipation of a meeting, an action by written consents or otherwise, at the same time furnished to such directors, (iv) notify the Board Observer and permit the Board Observer to participate by telephone in, emergency meetings of such Governing Body and all such committees thereof, as the case may be, (v) provide the Board Observer copies of the minutes of all such meetings at the time such minutes are furnished to the Governing Body or committee thereof of the Company and it Subsidiaries, and (vi) cause regularly-scheduled meetings of the Governing Body of each of the Company and its Subsidiaries to be held no less frequently than quarterly, with at least four (4) meetings per year held in person (including by teleconference). Subject to Gaming Authority approval (as required) and no violation of the Gaming Laws, the Majority Holders shall be entitled to elect one (1) director to the Governing Body of the Company and each of its Subsidiaries hereunder (“Majority Holder Nominee”), and the Company shall take all such action under its Articles of Organization, by-laws and other organizational documents necessary to effect the appointment and election of the Majority Holder Nominee to the Governing Body, and the Member agrees to vote all of its Interests having voting power (and any other Interests over which they exercise voting control) in connection with the election of directors and to take such other actions as are necessary so as to elect and continue in office as directors such Persons for so long as such holders are otherwise entitled to the right to appoint the Majority Holder Nominee and the Board Observer under this Section 7.10. All committees of the Governing Body of the Company and each of its Subsidiaries shall include at least one Majority Holder Nominee.

Section 7.11  CMBS Guarantees; Reimbursements.

(a)           If EquityCo or any other guarantor of the CMBS Facility or any Indebtedness that refinances or replaces the CMBS Facility, in whole or in part (the “Parent Guarantors”) incur any obligation pursuant to such Guarantees (a “Parent Guarantees”), the Company and the Parent Guarantors agree that the sole recourse of the Parent Guarantors to EquityCo, the Company and their respective Subsidiaries will be the right of such Parent Guarantors to receive additional common Interests in the Company of the type authorized and issued as of the date hereof in satisfaction of any obligations incurred by the Parent Guarantors pursuant to the Parent Guarantees; provided, that such additional common Interests issued to the Parent Guarantors shall not be dilutive to the percentage interest of any Mezzanine Investor, and the number of Warrant Interests (as defined in the Warrants) issuable upon exercise or conversion of the Warrant by such Mezzanine Investor shall be increased by the number of units of additional Equity Interests as is necessary to maintain at least the same percentage interest of such Mezzanine Investor in the Company and, indirectly, in its Subsidiaries, that such Mezzanine

37

Investor’s Warrant represented immediately prior to such issuance to the Parent Guarantors.  The limitations set forth in this paragraph shall apply equally to any issuance of Interests by the Company in exchange for a capital contribution made by any Person in lieu of a payment by the Parent Guarantors on the Parent Guarantees, whether or not a demand has been made under the Parent Guarantees.

(b)           In no event shall the Parent Guarantors and their Affiliates receive in excess of $2 million in the aggregate in any Fiscal Year for providing the Parent Guarantees and management, consulting and advisory services to EquityCo and its Subsidiaries.

Section 7.12  Costs, Expenses and Taxes.  The Company agrees to pay all reasonable out-of-pocket costs and expenses of the Mezzanine Investors (including reasonable legal fees of one general legal counsel to the Mezzanine Investors and one Nevada counsel to the Mezzanine Investors) in connection with the preparation, execution and delivery of this Agreement, the Warrants, the other Restructuring Documents and any other instruments and documents to be delivered hereunder, and in connection with the consummation of the transactions contemplated hereby and thereby, as well as all reasonable out-of-pocket costs and expenses incurred by the Mezzanine Investors in connection with the amendment, waiver (whether or not such amendment or waiver becomes effective) or enforcement of this Agreement, the Warrants, the other Restructuring Documents, and other instruments and documents to be delivered hereunder and thereunder.  In addition, the Company agrees to pay (a) any and all stamp and other similar Taxes (expressly excluding income and capital gain taxes) payable or determined to be payable by any Mezzanine Investor in connection with the execution and delivery of this Agreement, the Warrants, the other Restructuring Documents, and the other instruments and documents to be delivered hereunder or thereunder, (b) the expenses of preparing Warrants from time to time in connection with exchanges, replacements and transfers of Warrants, and (c) the expenses of delivering copies of Restructuring Documents to Mezzanine Investors.

Section 7.13  Indemnification.  In addition to the payment of expenses pursuant to Section 7.12, whether or not the transactions contemplated by this Agreement shall be consummated, the Company, EquityCo and each of their Subsidiaries (collectively, the “Indemnitors”) agree, jointly and severally, to indemnify, pay and hold each of the Mezzanine Investors and the partners, members, officers, directors, employees, beneficiaries, customers, attorneys and agents of each of the Mezzanine Investors (collectively, the “Indemnitees”) harmless from and against, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of (i) this Agreement, the Securities, and the other Restructuring Documents and all other matters related thereto or in connection therewith, (ii) the violation of any securities law by the Indemnitors in connection with or otherwise affecting the transactions contemplated by this Agreement, unless the violation resulted from a breach by such Indemnitee of its representations contained in Section 2.1, (iii) the failure of any of the parties (other than the Indemnitees) to the Restructuring Documents to comply with any law, rule or regulation applicable to the transactions contemplated thereby or (iv) violations of any Environmental Law by the Indemnitors with respect to the Premises (the “Indemnified Liabilities”); provided that the Indemnitors shall have

38

no obligation to any Indemnitee hereunder with respect to (a) Indemnified Liabilities which are determined by a final court decision or arbitral award to have resulted from the gross negligence or willful misconduct of that Indemnitee or (b) any intentional violation of the Gaming Laws by an Indemnitee.  To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Company shall contribute the maximum portion which it is permitted to pay and satisfy under Applicable Law, to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them.  The provisions of this Section 7.13 will survive the termination of this Agreement and the issuance of the Warrant Interests unless agreed in writing by the applicable Indemnitors and each affected Indemnitee.

ARTICLE VIII NEGATIVE COVENANTS OF THE COMPANY AND THE MEMBER

The Company and the Member shall not, and shall not permit any of their Subsidiaries to:

Section 8.1  Transactions with Affiliates.  Except as set forth below or as otherwise permitted hereunder, other than existing on the Closing Date and as described on Schedule 8.1 annexed hereto, sell, transfer, distribute, or pay any money or Property to any Affiliate, or lend or advance money or Property to any Affiliate, or invest in (by capital contribution or otherwise) or purchase or repurchase any stock or indebtedness, or any Property, of any Affiliate, or become liable on any guaranty of the indebtedness, dividends, or other obligations of any Affiliate other than (i) transactions that are not material to the Company and its Subsidiaries; (ii) customary and reasonable fees, indemnities and reimbursements may be paid to officers and directors of the Company and its Subsidiaries; (iii) the employment, noncompetition or confidentiality agreements with employees in the ordinary course of business; (iv) management fees paid to any Manager, and license and/or franchise fees paid by OpBiz to Planet Hollywood pursuant to the Planet Hollywood License Agreement (subject to the terms of the Amended and Restated License Subordination Agreement dated as of the date hereof and entered into among the Mezzanine Investors, Planet Hollywood International, Inc., Planet Hollywood Memorabilia, Inc. and OpBiz); or (v) loans or advances made to employees to fund moving and travel expenses and the exercise price of options granted under employment agreements or stock option plans or agreements not to exceed $400,000 outstanding at any time.

Section 8.2  Business Conducted.  Engage, directly or indirectly, in any line of business other than that directly relates to the Premises or reasonably incidental thereto.  The Company shall not discontinue the operation of the Premises or any material portion thereof without the prior written consent of the Majority Holders, which consent shall not be unreasonably withheld or delayed.

Section 8.3  Tax Classification.  Take any action, or permit any Person to take any action which would result in the Company not being classified as an association taxable as a corporation for federal tax purposes.

Section 8.4  Limitations on Incurrence of Indebtedness and Issuance of Interests.  Notwithstanding any provision of this Agreement to the contrary, no Indebtedness shall be incurred by EquityCo or any of its Subsidiaries and no additional Interests in the Company

39

shall be issued to any Person, until such time as at least $50 million in cash  is contributed to the Company (the “Minimum Equity Contribution”) for common Interests of the type authorized and issued as of the date hereof.  In no event shall the Interests issuable in respect of the Minimum Equity Contribution be dilutive to the percentage interest of any Mezzanine Investor, and in connection with any such issuance the number of Warrant Interests (as defined in the Warrants) issuable upon exercise or conversion of the Warrant by such Mezzanine Investor shall be increased by the number of units of additional Equity Interests as is necessary to maintain at least the same percentage interest of such Mezzanine Investor in the Company and, indirectly, in its Subsidiaries, that such Mezzanine Investor’s Warrant represented immediately prior to the Minimum Equity Contribution.  Upon request of any Mezzanine Investor, the Company shall deliver a certificate of an Approved Officer confirming the adjustment to the Warrant.  The requirement to make a Minimum Equity Contribution shall be reduced by, on a dollar-for-dollar basis, by (a) the net proceeds received by the Company in a Qualified Public Offering,  (b) the fair market value of any common Interests issued by the Company in satisfaction of any obligations incurred by the Parent Guarantors pursuant to the Parent Guarantees, and (c) the net proceeds received by the Company in exchange for an issuance of common Interests on market terms in which third parties contribute at least half of the capital invested at a gross equity valuation of the Company and its Subsidiaries of at least $200 million.

ARTICLE IX - MISCELLANEOUS PROVISIONS

Section 9.1  Survival of Covenants.  Each of the parties hereto agrees that each covenant and agreement made by it in this Agreement or in any certificate, instrument or other document delivered pursuant to this Agreement is material, shall be deemed to have been relied upon by the other parties and shall remain operative and in full force and effect after the date hereof regardless of any investigation.  This Agreement shall not be construed so as to confer any right or benefit upon any Person other than the parties hereto and their respective successors and permitted assigns to the extent contemplated herein.

Section 9.2  Legends on Securities.  The Company and the Securityholders acknowledge and agree that the following legends shall be typed on each certificate evidencing any of the securities subject hereto held at any time by any of the Securityholder:

THE SECURITIES REPRESENTED HEREBY AND THE UNDERLYING SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES THAT IS EFFECTIVE UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT RELATING TO THE DISPOSITION OF SECURITIES,

40

(2) IN ACCORDANCE WITH APPLICABLE STATE SECURITIES AND BLUE SKY LAWS AND (3) IN ACCORDANCE WITH APPLICABLE STATE GAMING LAWS AND REQUIREMENTS AND RESTRICTIONS IMPOSED BY THE NEVADA GAMING COMMISSION.

THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE PROVISIONS OF A CERTAIN AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT, DATED AS OF NOVEMBER 30, 2006, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER SET FORTH THEREIN.  A COMPLETE AND CORRECT COPY OF SUCH AGREEMENT IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST AND WITHOUT CHARGE.

WHEN THE LIMITED LIABILITY COMPANY ISSUING THE OWNERSHIP INTEREST REPRESENTED BY THIS CERTIFICATE HAS BEEN LICENSED BY OR REGISTERED WITH THE NEVADA GAMING COMMISSION, THE PURPORTED SALE, ASSIGNMENT, TRANSFER, PLEDGE, GRANTING OF ANY OPTION TO PURCHASE OR OTHER DISPOSITION OF SUCH INTEREST SHALL BE INEFFECTIVE UNLESS APPROVED IN ADVANCE BY THE NEVADA GAMING COMMISSION.  IF AT ANY TIME THE NEVADA GAMING COMMISSION FINDS THAT A MEMBER IS UNSUITABLE TO HOLD SUCH INTEREST, THE COMPANY SHALL REDEEM THE MEMBER’S INTEREST ON THE TERMS PROVIDED IN THE AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT DATED AS OF NOVEMBER 30, 2006 OR THE COMPANY’S OPERATING AGREEMENT.  BEGINNING ON THE DATE WHEN THE NEVADA GAMING COMMISSION SERVES NOTICE OR A DETERMINATION OF UNSUITABILITY PURSUANT TO APPLICABLE LAW UPON THE COMPANY, IT SHALL BE UNLAWFUL FOR THE UNSUITABLE MEMBER (A) TO RECEIVE ANY DIVIDEND OR INTEREST OR ANY PAYMENT OR DISTRIBUTION OF ANY KIND, INCLUDING OF ANY SHARE OF THE DISTRIBUTION OF PROFITS OR CASH OR ANY OTHER PROPERTY, OR PAYMENTS UPON DISSOLUTION, FROM THE COMPANY, OTHER THAN A RETURN OF CAPITAL AS REQUIRED ABOVE; (B) TO EXERCISE DIRECTLY OR THROUGH ANY PROXY, TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY THE MEMBER’S INTEREST IN THE COMPANY; (C) TO PARTICIPATE IN THE MANAGEMENT OF THE COMPANY; OR (D) TO RECEIVE ANY REMUNERATION IN ANY FORM FROM THE COMPANY OR FROM ANY COMPANY HOLDING A GAMING LICENSE FOR SERVICES RENDERED OR OTHERWISE.

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Section 9.3  Amendment and Waiver.  Any party may waive any provision hereof intended for its benefit in writing.  No failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof.  The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to any party hereto at law or in equity or otherwise.  This Agreement may be amended with the prior written consent of each of (a) the Company, (b) the Majority Holders, and (c) the Member; provided however, that no amendment or waiver of Section 3.1 (restrictions on transfer), Section 3.2 (co-sale option), Section 3.3 (drag-along obligations), Section 3.5 (assignment), Section 4.1 (right to participate), Section 4.2 (assignment) or Section 5.6 (indemnification; contribution),  Section 7.1 (additional debt), Section 7.3 (put right), this Section 9.3 (amendment and waiver), or Section 8.14 (term), shall be effective against any Mezzanine Investor that is adversely affected by such amendment or waiver and that does not consent to such amendment or waiver; provided, further, no amendment or waiver of this Agreement shall be effective against any party that is adversely affected by such amendment or waiver unless such party consents to such amendment or waiver.

Section 9.4  Notices.  All notices and other communications provided for herein shall be in writing and shall be deemed to have been duly given, delivered and received (a) if delivered personally or (b) if sent by facsimile, registered or certified mail (return receipt requested) postage prepaid, or by courier guaranteeing next day delivery, in each case to the party to whom it is directed at the following addresses (or at such other address for any party as shall be specified by notice given in accordance with the provisions hereof, provided that notices of a change of address shall be effective only upon receipt thereof).  Notices delivered personally shall be effective on the day so delivered, notices sent by registered or certified mail shall be effective three days after mailing, notices sent by facsimile shall be effective when receipt is acknowledged, and notices sent by courier guaranteeing next day delivery shall be effective on the earlier of the second Business Day after timely delivery to the courier or the day of actual delivery by the courier:

If to the Company:	MezzCo, L.L.C. .
	c/o OpBiz, L.L.C
	3667 Las Vegas Boulevard South
	Las Vegas, NV 89109
	Attention: Joshua Revitz c/o Debbie Faint
	Facsimile No.: (702) 785-5080
With a copy to:	Greenberg Traurig LLP
	200 Park Avenue
	New York, New York 10166
	Attention: Joseph Kishel, Esq.
	Facsimile No.: (212) 801-6400
	Bay Harbour Management, L.C.
	885 Third Avenue, 34th Floor
	New York, New York 10022
	Attention: Joshua Revitz
	Facsimile No.: (212) 371-7497

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If to any Mezzanine Investor:	To the address specified on the signature page hereto for such
	Mezzanine Investor
With a copy to:	Proskauer Rose LLP
	One International Place
	Boston, MA 02110
	Attention: Stephen A. Boyko, Esq.
	Facsimile No.: (617) 526-9899
If to the Member:	At such address is as found in the Company’s records
With a copy to:	Greenberg Traurig LLP
	200 Park Avenue
	New York, New York 10166
	Attention: Joseph Kishel, Esq.
	Facsimile No.: (212) 801-6400

Section 9.5  Headings.  The Article and Section headings used or contained in this Agreement are for convenience of reference only and shall not affect the construction of this Agreement.

Section 9.6  Counterparts; Facsimiles.  This Agreement may be executed in one or more counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which together shall be deemed to constitute one and the same agreement.  Any signature delivered by a party by facsimile transmission shall be deemed an original signature hereto.

Section 9.7  Remedies; Severability.  It is specifically understood and agreed that any breach of the provisions of this Agreement by any Person subject hereto will result in irreparable injury to the other parties hereto, that the remedy at law alone will be an inadequate remedy for such breach, and that, in addition to any other legal or equitable remedies which they may have, such other parties, to the extent permitted by law, shall be entitled to equitable relief (including, without limitation, specific performance) without any requirement as to the posting of any bond or other indemnity securing such remedy, and the Company may refuse to recognize any unauthorized Transferee as one of its members for any purpose, including, without limitation, for purposes of dividend and voting rights, until the relevant party or parties have complied with all applicable provisions of this Agreement.

In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby, it being intended that all of the rights and privileges of the parties hereto shall be enforceable to the fullest extent permitted by law.

Section 9.8  Entire Agreement; No Conflict.This Agreement is intended by the parties as a final expression of their agreement and intended to be complete and exclusive

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statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein.  Except as specifically provided herein or in the other Restructuring Documents, this Agreement and the other agreements specifically contemplated hereby (including the exhibits hereto and thereto) supersede all prior agreements and understandings between the parties with respect to such subject matter, including the Original Investor Rights Agreement and the Original Warrants (each of which is being amended and restated as of the date hereof).

Section 9.9  Adjustments.  All references to unit prices and amounts herein shall be equitably adjusted to reflect splits, dividends, recapitalizations and similar changes affecting the capital interests of the Company.

Section 9.10  Law Governing.  This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of New York (without giving effect to principles of conflicts of law).  Each party also waives trial by jury in any action relating to this Agreement.  Notwithstanding the foregoing, matters of law in this Agreement that are  (x) related to gaming in Nevada shall be governed by the Gaming Laws and (y) related to limited liability companies organized under Nevada law shall be governed by applicable provisions of Nevada law.

Section 9.11  Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the respective successors and permitted assigns of the parties hereto as contemplated herein, and any successor to the Company by way of merger or otherwise shall specifically agree to be bound by the terms hereof as a condition of such successor.  The rights of the Mezzanine Investors hereunder shall be assignable to Transferees of their Securities as contemplated herein.

Section 9.12  Consent to Jurisdiction; Waiver of Jury Trial.

THE COMPANY, EACH SECURITYHOLDER AND EACH OTHER PARTY HERETO AGREE THAT NONE OF THEM NOR ANY TRANSFEREE, ASSIGNEE OR SUCCESSOR SHALL (A) SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER ACTION BASED UPON OR ARISING OUT OF, THIS AGREEMENT OR THE DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG ANY OF THEM, OR (B) SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS BEEN WAIVED.  EXCEPT AS PROHIBITED BY LAW, THE COMPANY, EACH SECURITYHOLDER AND EACH OTHER PARTY HERETO HEREBY WAIVES ANY RIGHT WHICH IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION REFERRED TO IN THE PRECEDING SENTENCE ANY SPECIAL, EXEMPLARY, PUNITIVE, MULTIPLE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES.  THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE COMPANY, EACH SECURITYHOLDER AND EACH OTHER PARTY HERETO WITH THEIR RESPECTIVE COUNSEL, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS.  NO PARTY HERETO  HAS AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

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THE COMPANY, EACH SECURITYHOLDER AND EACH OTHER PARTY HERETO IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN THE STATE OF NEW YORK OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE SECURITIES.  TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, THE COMPANY, EACH SECURITYHOLDER AND EACH OTHER PARTY HERETO IRREVOCABLY WAIVES AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, ANY CLAIM THAT IT IS NOT SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

Section 9.13  No Third Party Beneficiaries.  Except as expressly provided herein, no person not a party hereto shall have any rights under this Agreement.

Section 9.14  Non-Disclosure.  Each Securityholder covenants and agrees that it and any of its Affiliates, shareholders, partners, members, managers, directors, and each of their respective employees, attorneys, advisors and other representatives (each a “Securityholder Party”) shall hold in strict confidence (except as otherwise required by Applicable Law), and not use for any purpose or in any manner other than pursuant to the transactions contemplated by this Agreement and the other Restructuring Documents, any confidential, proprietary or material non-public information obtained from the Company, any Subsidiary, any member of the Investor Group or any of their respective Subsidiaries or Affiliates, or from any other Securityholder in connection with this Agreement or any other Restructuring Document (collectively, “Confidential Information”); provided that information generally known in the gaming industry based on information received from Persons who had a right to disclose the same to such Securityholder shall not be (and shall not be deemed to be) Confidential Information hereunder.  Each Securityholder shall not, and shall cause each Securityholder Party not to, disclose any Confidential Information obtained by such Person; provided, however, each Securityholder may disclose such Confidential Information (a) to its examiners, Affiliates (including partners, members and other investors in such Securityholder), outside auditors, counsel and other professional advisors, (b) to any Securityholder or to any prospective holder of Securities that is not a Competitor, provided that such prospective holder is obligated to maintain the confidentiality thereof, (c) as required or requested by any Governmental Authority or representative thereof or pursuant to legal process and (d) to protect, enforce or define such Securityholder’s rights with respect to the Restructuring Documents (but not to a Competitor).  In no event shall any Securityholder be obligated to return any materials furnished by the Company.

Section 9.15  Term.  Except for Articles III and IV hereof, which terminate as provided therein, this Agreement shall remain in effect until the earlier to occur of (i) such time as the parties hereto agree in writing and (ii) with respect to any Mezzanine Investor, such time as such Mezzanine Investor is no longer a holder of any Securities; provided, however, that any provision with respect to the payment of expenses or indemnification obligations of any party, and the provisions of Article IX hereof, shall survive the termination of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Investor Rights Agreement to be duly executed as of the date first set forth above.

THE COMPANY:
MezzCo, L.L.C.,
a Nevada limited liability company
	By:
	Name:
	Title:
MEMBER:
EquityCo, L.L.C.,
a Nevada limited liability company
	By:
	Name:
	Title:

SOLELY TO ACKNOWLEDGE AND AGREE TO

THE PROVISIONS OF SECTION 2.1, SECTION 3.2(f), SECTION 4.2, SECTION 5.2, SECTION 5.10, SECTION 7.1 AND SECTION 7.5

BH/RE, L.L.C.
By:
Name:	Douglas P. Teitelbaum
Title:	Manager
By:
Name:	Robert Earl
Title:	Manager

SOLELY TO ACKNOWLEDGE AND AGREE TO

THE PROVISIONS OF  SECTION 2.1, SECTION 3.2(f), AND SECTION 5.2:

Douglas P. Teitelbaum, individually

Robert Earl, individually

MEZZANINE INVESTORS:
	POST TOTAL RETURN MASTER FUND, L.P.
	By:	Post Advisory Group, L.L.C., its General
		Partner
	By:
		Name:  Lawrence A. Post
		Title:    Chief Investment Officer
	Address for notices
	11755 Wilshire Boulevard, Suite 1400
	Los Angeles, CA 90025
	POST DISTRESSED MASTER FUND, L.P.
	By:	Post Advisory Group, L.L.C., its General
		Partner
	By:
		Name:  Lawrence A. Post
		Title:    Chief Investment Officer
	Address for notices
	11755 Wilshire Boulevard, Suite 1400
	Los Angeles, CA 90025
	STATE OF SOUTH DAKOTA RETIREMENT
	SYSTEM FUND
	By:	Post Advisory Group, L.L.C., its Authorized
		Agent
	By:
		Name:  Lawrence A. Post
		Title:    Chief Investment Officer
	Address for notices
	c/o Post Advisory Group, L.L.C.
	11755 Wilshire Boulevard, Suite 1400
	Los Angeles, CA 90025

DB DISTRESSED OPPORTUNITIES MASTER
PORTFOLIO, LTD.
By:	Post Advisory Group, L.L.C., its Authorized
	Agent
By:
	Name:  Lawrence A. Post
	Title:    Chief Investment Officer
Address for notices
c/o Post Advisory Group, L.L.C.
11755 Wilshire Boulevard, Suite 1400
Los Angeles, CA 90025
MW POST PORTFOLIO FUND, LTD.
By:	Post Advisory Group, L.L.C., its Authorized
	Agent
By:
	Name:  Lawrence A. Post
	Title:    Chief Investment Officer
Address for notices
c/o Post Advisory Group, L.L.C.
11755 Wilshire Boulevard, Suite 1400
Los Angeles, CA 90025
THE OPPORTUNITY FUND, LLC
By:	Post Advisory Group, L.L.C., its Authorized
	Agent
By:
	Name:  Lawrence A. Post
	Title:    Chief Investment Officer
Address for notices
c/o Post Advisory Group, L.L.C.
11755 Wilshire Boulevard, Suite 1400
Los Angeles, CA 90025

HFR DS OPPORTUNITY MASTER TRUST
By:	Post Advisory Group, L.L.C., its Authorized
	Agent
By:
	Name:  Lawrence A. Post
	Title:    Chief Investment Officer
Address for notices
c/o Post Advisory Group, L.L.C.
11755 Wilshire Boulevard, Suite 1400
Los Angeles, CA 90025
POST HIGH YIELD, L.P.
By:	Post Advisory Group, LLC, its General
	Partner
By:
	Name:  Lawrence A Post
	Title:    Chief Investment Officer
Address for notice:
c/o Post Advisory Group, LLC
11755 Wilshire Boulevard, Suite 1400
Los Angeles, CA 90025
POST BALANCED FUND, L.P.
By:	Post Advisory Group, LLC, its General
	Partner
By:
	Name:  Lawrence A Post
	Title:   Chief Investment Officer
Address for notice:
c/o Post Advisory Group, LLC
11755 Wilshire Boulevard, Suite 1400
Los Angeles, CA 90025

SPHINX DISTRESSED FUND SPC, a Cayman Islands company (in

Official Liquidation pursuant to an Order of the Grand Court dated

28 July 2006)

By: Kenneth Krys

Title: Joint Official Liquidator

By: Christopher Stride

Title: Joint Official Liquidator

CANPARTNERS INVESTMENTS IV, L.L.C.
By:
	Name:
	Title:
Address for notices under Section 9.4:
c/o Canyon Capital Advisors, L.L.C.
9665 Wilshire Boulevard, Suite 200
Beverly Hills, CA 90212

CONTINENTAL CASUALTY COMPANY
By:
	Name:
	Title:
Address for notices under Section 9.4:
333 South Wabash Avenue – 23 South
Chicago, IL 60604

JOHN HANCOCK HIGH YIELD FUND
By:
	Name: Ismail Gunes
	Title:  Vice President Investment Operations
Address for notices under Section 9.4:
101 Huntington Avenue
Boston, MA 02199

COCHRAN ROAD, LLC
By:
	Name: Steven Golub
	Title:   Attorney-in-Fact
Address for notices under Section 9.4:
225 Broadway, Suite 1515
New York, NY 10007

YORK CREDIT OPPORTUNITIES FUND, L.P.
By:
	Name: Adam J. Semler
	Title:   Chief Financial Officer
Address for notices under Section 9.4
767 Fifth Avenue, 17th Floor
New York, NY 10153

JEFFREY D. BENJAMIN

Address for notices under Section 9.4:

133 East 64th Street

New York, NY 10021

EXHIBIT A

CMBS Documents

EXHIBIT B

Form of Joinder Agreement

The undersigned hereby agrees, effective as of the date hereof, to become a party to that certain Amended and Restated Investor Rights Agreement (the “Agreement”) dated as of November 30, 2006 by and among MezzCo, L.L.C. (the “Company”) and the parties named therein and for all purposes of the Agreement, the undersigned shall be included within the term [“Non-Mezz Investor”] [OR] [“Mezzanine Investor”] (as defined in the Agreement).  The address and facsimile number to which notices may be sent to the undersigned is as follows:

Facsimile No.
	[NAME OF UNDERSIGNED]

Exhibit C

Pledge Agreement

[Attached]

Exhibit D

Description of the Premises

[Attached]

Schedule 8.1

Transactions with Affiliates

EX-10.49

Exhibit 10.49

AMENDED AND RESTATED

WARRANT TO PURCHASE

MEMBERSHIP INTERESTS

OF

MEZZCO, L.L.C.

THIS WARRANT AND THE UNDERLYING SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES THAT IS EFFECTIVE UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT RELATING TO THE DISPOSITION OF SECURITIES, (2) IN ACCORDANCE WITH APPLICABLE STATE SECURITIES AND BLUE SKY LAWS AND (3) IN ACCORDANCE WITH APPLICABLE STATE GAMING LAWS AND REQUIREMENTS AND RESTRICTIONS IMPOSED BY THE NEVADA GAMING COMMISSION.

THE MEMBERSHIP INTERESTS ISSUABLE UPON EXERCISE OF THIS WARRANT ARE SUBJECT TO THE PROVISIONS OF A CERTAIN AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT, DATED AS OF NOVEMBER 30, 2006, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER SET FORTH THEREIN.  A COMPLETE AND CORRECT COPY OF SUCH AGREEMENT IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST AND WITHOUT CHARGE.

WHEN THE LIMITED LIABILITY COMPANY ISSUING THE OWNERSHIP INTEREST REPRESENTED BY THIS CERTIFICATE HAS BEEN LICENSED BY OR REGISTERED WITH THE NEVADA GAMING COMMISSION, THE PURPORTED SALE, ASSIGNMENT, TRANSFER, PLEDGE, GRANTING OF ANY OPTION TO PURCHASE OR OTHER DISPOSITION OF SUCH INTEREST SHALL BE INEFFECTIVE UNLESS APPROVED IN ADVANCE BY THE COMMISSION.  IF AT ANY TIME THE COMMISSION FINDS THAT A MEMBER IS UNSUITABLE TO HOLD SUCH INTEREST, THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE SUBJECT TO REDEMPTION AND/OR REPURCHASE, PURSUANT TO THE TERMS SET FORTH HEREIN.  BEGINNING ON THE DATE WHEN THE COMMISSION SERVES NOTICE OR A DETERMINATION OF UNSUITABILITY PURSUANT TO APPLICABLE LAW UPON THE COMPANY, IT SHALL BE UNLAWFUL FOR THE UNSUITABLE MEMBER (A) TO RECEIVE ANY DIVIDEND OR INTEREST OR ANY PAYMENT OR DISTRIBUTION OF ANY KIND, INCLUDING OF ANY SHARE OF THE DISTRIBUTION OF PROFITS OR CASH OR ANY OTHER PROPERTY, OR PAYMENTS UPON DISSOLUTION, FROM THE COMPANY, OTHER THAN A RETURN OF CAPITAL AS REQUIRED ABOVE; (B) TO EXERCISE DIRECTLY OR THROUGH ANY PROXY, TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY THE MEMBER’S INTEREST IN THE COMPANY; (C)

TO PARTICIPATE IN THE MANAGEMENT OF THE COMPANY; OR (D) TO RECEIVE ANY REMUNERATION (OTHER THAN THE REDEMPTION PRICE) IN ANY FORM FROM THE COMPANY OR FROM ANY COMPANY HOLDING A GAMING LICENSE FOR SERVICES RENDERED OR OTHERWISE.

Warrant No. 1 August 9, 2004

MEZZCO, L.L.C., a Nevada limited liability company (the “Company”), hereby certifies that, for value received and pursuant to the Securities Purchase Agreement dated as of August 9, 2004, between the Company and the Purchasers named therein (the “Purchase Agreement”), BEAR STEARNS SECURITIES CORP. F/A/O POST TOTAL RETURN FUND, L.P. (together with its successors and permitted assigns and any permitted transferees of this Warrant, and their successors and permitted assigns, the “Holder”), is entitled, subject to the terms and conditions set forth in this warrant (this “Warrant”) and subject to (i) all applicable Gaming Laws and the requirements imposed by the Commission, and (ii) Section 1.7 hereof, to purchase from the Company, at any time or times on or after the date hereof, but not after 5:00 P.M., New York City time on December 9, 2012 or, if extended pursuant to Section 3.1, September 9, 2013 (the “Expiration Date”), an aggregate of THREE HUNDRED ONE AND SEVENTY TWO ONE HUNDREDTHS (301.72) duly authorized and validly issued units representing Interests of the Company, which shall consist of (i) Class B Units of the Company (the “Class B Units”), or (ii) if the Holder so elects, in its sole and absolute discretion, either Class A Units of the Company (the “Class A Units”) or a combination of Class A Units and Class B Units (such Class A Units and/or Class B Units together with the securities issuable upon exercise of the Warrants in accordance with the terms hereof, including, without limitation, Section 2.2(b) and Section 2.2(e), which securities are issuable by an entity other than the Company or issuable in a different class of securities, collectively, the “Warrant Interests”).  At any time prior to the Expiration Date but after a Qualified Public Offering and subject to all applicable Gaming Laws and the requirements imposed by the Commission, this Warrant shall be exercisable by Holder only for voting common equity securities of the same class as those that are issued by the Company (or any successor thereto) in such Qualified Public Offering.  The number of Warrant Interests issuable pursuant to this Warrant shall be adjusted or readjusted from time to time as provided in this Warrant.  The purchase price per unit at which each Warrant Interest shall be purchased upon exercise of the Warrant shall be equal to $0.01 at all times (the “Exercise Price”).

This Warrant is one of the “Warrants” originally issued pursuant to the Purchase Agreement (collectively, the “Warrants,” such term to include any warrants issued in substitution therefor), and the Holders of the Warrants shall be collectively referred to herein as the “Holders”.  This Warrant was amended and restated on                                      , 200    , and replaces the Warrant for the same face amount of units issued on August 9, 2004.  The Warrants evidence rights to purchase an aggregate of 17,500 units representing membership interests of the Company, consisting of (i) Class B Units, or (ii) at the election of the Holders of Warrants, either Class A Units or a combination of Class A Units and Class B Units (the “Membership Interests”), subject to adjustment as provided herein and therein.  As of August 9, 2004, the Warrant Interests issuable upon exercise of the Warrants represented 17.5% of the fully-diluted

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Equity Interests of the Company (after taking into account dilution from the Mecca Options but excluding dilution from the Management Pool).

All capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Investor Rights Agreement.  Certain terms defined herein are so defined in Section 6.17 or in the section referenced with respect thereto in Section 6.18.

Section 1.              Registration; Transferability; Exercise; Exchange of Warrant

1.1.         Registration  The Company shall number and register the Warrants in a register (the “Warrant Register”) maintained at the principal office of the Company (its “Office”). The Company shall be entitled to treat the Holder of the Warrants as the owner thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in such Warrants on the part of any other Person.  Each transferee registered, or required to be registered in the Warrant Register pursuant to Section 1.2 below, shall be registered (or deemed to have been registered) for all purposes hereunder as of the date of the surrender of this Warrant as provided in Section 1.2  and compliance with the other provisions of Section 1.2.

1.2.         Transfer of Warrants  Subject to the restrictions on transfer set forth in the Investor Rights Agreement (as defined below) and in Section 5.2 hereof, the Gaming Laws and any requirements or restrictions imposed by the Commission, any Warrant may be transferred or endorsed to another party in whole or in part by (i) surrendering to the Company the Warrant to be transferred, endorsed or accompanied by a written instrument of transfer, in form reasonably satisfactory to the Company, duly executed by the Holder thereof, (ii) supplying the Company with an appropriate opinion of counsel in form reasonably satisfactory to the Company, and investment letter, if deemed reasonably necessary by counsel to the Company to assure compliance with the Securities Act, and (iii) the transferee of such Warrant agreeing in writing to be bound by the provisions of this Warrant, the Investor Rights Agreement, the Gaming Laws, and any requirements or restrictions imposed by the Commission.  Upon receipt thereof, the Company shall issue and deliver, in the name of the transferee, a new Warrant for the same type and number of Warrant Interests, containing the same terms as the surrendered Warrant.  The Company shall register in the Warrant Register, each transferee of a Warrant transferred in compliance with the terms of this Section 1.2 as the Holder of such transferred Warrant.  In the case of the transfer of fewer than all of the rights evidenced by the surrendered Warrant, the Company shall issue a new Warrant to the Holder thereof for the same type and remaining number of such Warrants.

1.3.         Manner of Exercise; Exchange.

(a)           Exercise  Subject to Sections 1.6 and 1.7 hereof, the Gaming Laws, and the requirements or restrictions imposed by the Commission, the Holder may exercise this Warrant, in whole or in part (except as to a fractional interest), at any time and from time to time during normal business hours on any Business Day on or prior to the Expiration Date, by (i) delivering to the Company a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), duly executed by the Holder, specifying the number and type of Warrant Interests to be issued to the Holder as a result of such exercise, (ii) surrendering this Warrant to

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the Company, properly endorsed by the Holder (or if this Warrant has been destroyed, stolen or has otherwise been misplaced, by delivering to the Company an affidavit of loss duly executed by the Holder), and (iii) by tendering payment for the Warrant Interests designated by the Exercise Notice in lawful money of the United States in the form of cash, bank or certified check made payable to the order of the Company, or by wire transfer of immediately available funds, of an amount equal to the product of (A) the Exercise Price and (B) the number of Warrant Interests as to which this Warrant is being exercised and (iv) executing and delivering to the Company any and all documents and certificates required for admission as a member of the Company.

(b)           Net Exchange  Subject to the Gaming Laws and the requirements or restrictions imposed by the Commission and Section 1.7 hereof, the Holder may, in lieu of exercising or converting this Warrant pursuant to the terms of Section 1.3(a), elect to exchange this Warrant, in whole or in part (except as to a fractional interest), at any time and from time to time during normal business hours on any Business Day on or prior to the Expiration Date by (i) delivering to the Company a written notice, in the form attached hereto as Exhibit B (the “Exchange Notice”), duly executed by the Holder, specifying the number and type of Warrant Interests to be issued to the Holder as a result of such exchange, and (ii) surrendering this Warrant to the Company, properly endorsed by the Holder (or if this Warrant has been destroyed, stolen or has otherwise been misplaced, by delivering to the Company an affidavit of loss duly executed by the Holder), and the Holder shall thereupon be entitled to receive that number of Warrant Interests of the same type being exchanged, equal to the product of (A) the number of Warrant Interests issuable upon exercise of this Warrant (or, if only a portion of this Warrant is being exercised, issuable upon the exercise of such portion) for cash, determined as provided in Section 2, and (B) a fraction, the numerator of which is the Fair Market Value (as defined below) per unit of Membership Interest at the time of such exercise minus the Exercise Price in effect at the time of such exercise, and the denominator of which is the Fair Market Value per unit of Membership Interest at the time of such exercise, such number of interests so issuable upon such exchange to be rounded up or down to the nearest whole number of units of Membership Interest.

(c)           Tax Status. The “exchange” of this Warrant pursuant to Section 1.3(b) is intended to qualify as a recapitalization within the meaning of Section 368(a)(1)(E) of the Code.  It is intended that the Warrants are and shall be mere unexercised options for federal income tax purposes.

(d)           For all purposes of this Warrant (other than this Section 1.3), any reference herein to the “exercise” of this Warrant shall be deemed to include a reference to the exchange of this Warrant into Warrant Interests in accordance with the terms of Section 1.3(b), and any reference to an “Exercise Notice” shall be deemed to include a reference to an Exchange Notice in accordance with the terms of Section 1.3(b).

1.4.         When Exercise Effective  Subject to the Gaming Laws and the requirements or restrictions imposed by the Commission and Section 1.7 hereof, each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the Business Day on which the Holder shall have fulfilled all of the requirements of Section 1.3, and at such time the Person or Persons in whose name or names any certificate or certificates for units of

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Membership Interest shall be issuable upon such exercise as provided in Section 1.5 shall be deemed to have become the holder or holders of record thereof.

1.5.         Delivery of Certificates Upon ExerciseAs soon as practicable after exercise of this Warrant in accordance with this Section 1, but in no event later than five Business Days after such exercise, the Company shall at its expense cause to be issued in the name of and delivered to the Holder or, subject to Section 5 of this Warrant, as the Holder may direct: (a) a certificate or certificates for the number and type of Warrant Interests, determined as provided in Section 2 of this Warrant, to which the Holder shall be entitled upon such exercise and, (b) unless this Warrant has expired or has been exercised in full, a new Warrant (or Warrants) substantially in the form of, and on the terms in, this Warrant, for the number and type of Warrant Interests remaining following such exercise (without giving effect to any adjustment thereto), and shall be subject to adjustment as provided for in this Warrant as of the date hereof.

1.6.         Exercise Subject to Gaming Approval  Notwithstanding any other provision of this Warrant, the Holder of this Warrant may only exercise this Warrant upon receipt of any and all applicable gaming licenses, findings of suitability, approvals, appropriate waivers from the licensing requirements pursuant to NGC Regulation 15B.070 or upon the Commission’s granting of an order of registration to the Company that allows the Holder of this Warrant to exercise this Warrant without receipt of all applicable gaming licenses, findings of suitability or waivers from the licensing requirements or other approvals (“Gaming Approvals”).  The Company will reasonably cooperate with the Holder in obtaining any Gaming Approvals and meeting any other requirements that the Gaming Authorities may impose in connection with such exercise (including by filing a Form 10 with the Securities and Exchange Commission and the filing of an application for registration as a publicly traded corporation by the Commission after the Closing Date within one month of the written request by the Required Interest).  The costs of obtaining Gaming Approval and meeting any other requirements that the Gaming Authorities may impose in connection with such exercise shall be borne equally by Libra Securities, LLC, on the one hand, and the Required Interest, on the other hand).

1.7.         CMBS Facility  Notwithstanding any other provision of this Warrant, the Holder of this Warrant may not exercise this Warrant until such time as EquityCo and the Company, as the case may be, have complied with Sections 3.9 and 3.10 of the Investor Rights Agreement; provided, however, the restriction on exercise of this Warrant shall lapse on May 29, 2007, regardless of whether Sections 3.9 and 3.10 of the Investor Rights Agreement have been complied with, and after such period, the provisions of this Section 1.7 shall have no effect and the Holder may exercise this Warrant in accordance with the other provisions hereof.

1.8.         Cancellation of Warrant  Upon surrender of this Warrant for exchange, substitution, transfer or exercise, the Company shall cancel and retire it.

Section 2.  Adjustments to Exercise Price and Warrant Interests

2.1.         General  The number of Warrant Interests that the Holder shall be entitled to receive upon exercise of this Warrant shall be determined by multiplying the number of Warrant Interests which would otherwise (but for the provisions of this Section 2) be issuable upon such

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exercise, as designated by the Holder in the Exercise Notice, by a fraction, (i) the numerator of which shall be the Exercise Price, and (ii) the denominator of which shall be the Antidilution Price (as defined below) in effect on the date of such exercise.  The price per unit of Membership Interest for the purposes of calculating the number of Warrant Interests issuable hereunder (the “Antidilution Price”) initially shall be $0.01.

2.2.         Adjustments.

(a)           Subdivision or Combination of Membership Interests  If the Company shall at any time after the date hereof subdivide its outstanding units of Membership Interest into a greater number of units (by any split, dividend or otherwise), then the Antidilution Price in effect immediately prior to such subdivision shall be proportionately reduced, and, conversely, if the Company shall at any time after the date hereof combine its outstanding units of Membership Interest into a smaller number of units of Membership Interest (by any reverse split or otherwise), then the Antidilution Price in effect immediately prior to such combination shall be proportionately increased.

(b)           Reorganization or Reclassification  If any capital reorganization or reclassification of the membership interests of the Company shall be effected in such a way that holders of Membership Interests shall be entitled to receive membership interests, securities or assets with respect to or in exchange for Membership Interests, then, as a condition of such reorganization or reclassification, lawful and adequate provisions shall be made whereby, subject to the Gaming Laws and any requirements or restrictions imposed by the Commission, the Holder shall thereupon have the right to receive, upon the basis and upon the terms and conditions specified herein and in lieu of the Warrant Interests immediately theretofore receivable upon the exercise of this Warrant in full, as the case may be, such membership interests, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding units of Membership Interest equal to the number of units of Membership Interest immediately theretofore receivable upon such exercise of this Warrant in full had such reorganization or reclassification not taken place, and in any such case appro­priate provisions shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Antidilution Price) shall thereafter be applicable, as nearly as may be, in relation to any membership interests, securities or assets thereafter deliverable upon the exercise of such conversion rights.

(c)           Dividends and Distributions

(i)          Dividends  If the Company at any time or from time to time after the date hereof declares a dividend or makes any other distribution upon any membership interests of the Company other than Membership Interests, which dividend or distribution is payable in units of Membership Interest, Options (as defined below) or Convertible Securities (as defined below), any Membership Interests, Options or Convertible Securities, as the case may be, issuable in payment of such dividend or distribution shall be deemed to have been issued or sold without consideration, and the Antidilution Price shall be adjusted pursuant to Section 2.2(d); provided, however, that no adjustment shall be made to the Antidilution Price as a result of such dividend or distribution if the Holder is entitled to, and actually receives such dividend or distribution in accordance with Section 2.2(c)(ii)(B); provided, further, that if any adjustment is

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made to the Antidilution Price as a result of the declaration of a dividend and such dividend is not effected, the Antidilution Price shall be appropriately readjusted to the Antidilution Price that would have been in effect had such dividend not been declared.

(ii)         Other Dividends and Distributions  If the Company at any time or from time to time after the date hereof makes or issues, or fixes a record date for the determination of holders of Membership Interests entitled to receive, a dividend or other distribution (in each case other than to pay Operating Expenses) payable in:

(A)          cash or securities or other property of the Company other than Membership Interests, Options or Convertible Securities then the Holder shall receive such dividend or distribution as if the Holders had exercised all of the Warrants in full on the date such record is taken; and

(B)           Membership Interests, Options or Convertible Securities, the Holder shall receive such dividend or distribution as if the Holder had exercised the Warrants in full on the date such record is taken; provided, however, that no Holder shall be required to accept any such dividend or distribution if it deems such refusal to be required or advisable under applicable law, in which case such Holder’s rights to receive such dividend or distribution shall be exercisable upon the exercise of the Warrant on the same terms as if exercised as otherwise contemplated under this provision (and, without duplication, the Antidilution Price applicable to such Holder’s Warrants shall be adjusted pursuant to Section 2.2 with respect to such dividend or distribution).

(iii)        Restrictions on Divisions and Distributions.  The declaration of a dividend or the making of a distribution by the Company shall at all times be subject to the Gaming Laws and any requirements or restrictions imposed by the Commission.

(d)           Issuances  Except as provided in Section 2.2(d)(vi) and except in the case of an event described in Section 2.2(a), if at any time after the date hereof the Company shall issue or sell Membership Interests (including deemed issuance or sales thereof) for a consideration per unit of Membership Interest less than the Current Market Price (as defined below) per unit of Membership Interest in effect immediately prior to the date of such issuance or sale (such date, the “Relevant Date”), then, upon such issuance or sale, the Antidilution Price then in effect shall be adjusted to the price determined by multiplying the Antidilution Price then in effect by a fraction: (i) the numerator of which shall be the sum of (A) the Membership Interests Deemed Outstanding (as defined below) immediately prior to such offering including, for this purpose, all units of Membership Interest that are then issuable upon exercise or conversion of Options and Convertible Securities and (B) the number of units of Membership Interest that the aggregate consideration received by the Company for the total number of such additional units of Membership Interest so issued or sold (or deemed issued or sold) would purchase at the Current Market Price on the Relevant Date; and (ii) the denominator of which shall be the sum of (A) the Membership Interests Deemed Outstanding immediately prior to the consummation of such issuance or sale, including, for this purpose, all Membership Interests that are then issuable upon exercise or conversion of Options and Convertible Securities outstanding immediately prior to such issuance or sale, and (B) the number of units of Membership Interest

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issued or sold and/or units of Membership Interest that are issuable upon exercise or conversion of any Options or Convertible Securities issued or sold for which an adjustment (or readjustment) to the Antidilution Price is being made.

For purposes of this Section 2.2(d), the following shall also be applicable:

(i)            Issuance of Rights or Options  If the Company, at any time after the date hereof grants (whether directly or by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options to purchase, units of Membership Interest or any membership interests or security convertible into or exchangeable for units of Membership Interest (such warrants, rights or options being called “Options” and such convertible or exercisable membership interests or securities being called “Convertible Securities”), in each case for consideration per unit of Membership Interest (determined as provided in this paragraph and in Section 2.2(d)(iv)) less than the Current Market Price per unit of Membership Interest then in effect, whether or not such Options or Convertible Securities are immediately exercisable, convertible, or exchangeable, then the total maximum number of units of Membership Interest issuable upon the exercise of such Options, or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon exercise of such Options, shall be deemed to have been issued as of the date of granting of such Options, at a price per unit of Membership Interest equal to the amount determined by dividing (A) the total amount, if any, received or receivable by the Company as consideration for the issuance of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus, in the case of such Options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange of Convertible Securities, by (B) the total maximum number of units of Membership Interests deemed to have been so issued.  Except as otherwise provided in Section 2.2(d)(iii), no adjustment of the Antidilution Price shall be made upon the actual issuance of such Membership Interests or of such Convertible Securities upon exercise of such Options or upon the actual issuance of such Membership Interests upon conversion or exchange of such Convertible Securities.

(ii)           Issuance of Convertible Securities  If the Company, at any time after the date hereof issues or sells any Convertible Securities for consideration per unit of Membership Interest (determined as provided in this paragraph and in Section 2.2(d)(iv)) less than the Current Market Price then in effect, whether or not the right to exchange or convert any such Convertible Securities is immediately exercisable, then the total maximum number of units of Membership Interest issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued as of the date of the issuance or sale of such Convertible Securities, at a price per unit of Membership Interest equal to the amount determined by dividing (A) the total amount, if any, received or receivable by the Company as consideration for the issuance or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (B) the total maximum number of units of Membership Interest deemed to have been so issued; provided, however, that (1) except as otherwise provided in Section 2.2(d)(iii), no adjustment of the Antidilution Price shall be made upon the actual issuance of such Membership Interests upon conversion or exchange of such Convertible Securities and (2) if any such

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issuance or sale of such Convertible Securities is made upon exercise of any Options to purchase any such Convertible Securities, no further adjustment of the Antidilution Price shall be made by reason of such issuance or sale.

(iii)          Change in Option Price or Conversion Rate; Termination of Options or Convertible Securities  If a change occurs in (A) the maximum number of units of Membership Interest issuable in connection with any Option referred to in Section 2.2(d)(i) or any Convertible Securities referred to in Section 2.2(d)(i) or (ii), (B) the purchase price provided for in any Option referred to in Section 2.2(d)(i), (C) the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in Section 2.2(d)(i) or (ii), or (D) the rate at which Convertible Securities referred to in Section 2.2(d)(i) or (ii) are convertible into or exchangeable for units of Membership Interest, (in each case, other than in connection with an event described in Section 2.2(a)),then the Antidilution Price in effect at the time of such event shall be readjusted to the Antidilution Price that would have been in effect at such time had such Options or Convertible Securities that remain outstanding provided for such changed maximum number of membership interests, purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold.  Upon the termination of any such Option or any such right to convert or exchange such Convertible Securities, the Antidilution Price then in effect hereunder shall be increased to the Antidilution Price that would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination (i.e., to the extent that fewer than the number of units of Membership Interests deemed to have been issued in connection with such Option or Convertible Securities were actually issued), never been issued or been issued at such higher price, as the case may be.

(iv)          Consideration for Membership Interests  In case any units of Membership Interest are issued or sold, or deemed issued or sold for cash, the consideration received therefor shall be deemed to be the amount received or to be received by the Company therefor (determined with respect to deemed issuances and sales in connection with Options and Convertible Securities in accordance with clause (A) of Section 2.2(d)(i) or Section 2.2(d)(ii), as appropriate) determined in the manner set forth below in this Section 2.2(d)(iv).  If any units of Membership Interest are issued or sold, or deemed issued or sold, for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration received or to be received by the Company (determined with respect to deemed issuances and sales in connection with Options and Convertible Securities in accordance with clause (A) of Section 2.2(d)(i) or Section 2.2(d)(ii), as appropriate) as determined in good faith by EquityCo, L.L.C., a Nevada limited liability company, as the sole member of the Company (the “ Member”) and Holders holding Warrants representing in excess of 50% of the Warrant Interests issuable upon exercise of all outstanding Warrants (a “Required Interest”).  If any Options are issued in connection with the issuance and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Member and a Required Interest; provided, that if the Member and a Required Interest are unable to reach agreement as to the value of such consideration, then the value thereof will be determined by an Appraiser as provided in Section 6.1.

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(v)           Indeterminable Amounts  In calculating any adjustment to the Antidilution Price pursuant to this Section 2.2(d), any Options or Convertible Securities that provide, as of the effective date of such adjustment, for the issuance upon exercise or conversion thereof of an indeterminable number of units of Membership Interest shall (together with the units of Membership Interest issuable upon exercise or conversion thereof) be disregarded for purposes of the calculation of Membership Interests Deemed Outstanding; provided, that at such time as a number of units of Membership Interest issuable upon exercise or conversion of such Options or Convertible Securities becomes determinable, then the Antidilution Price shall be adjusted as provided in Section 2.2(d)(iii).

(vi)          Certain Issues of Membership Interests Excepted  Notwithstanding anything herein to the contrary, no adjustment to the number of Warrant Interests or the Antidilution Price shall be made in the case of an issuance from and after the date hereof of  (i) issuances, grants or sales of Membership Interests (or Options or Convertible Securities for Membership Interests) to employees of the Company and its Subsidiaries (other than employees that are affiliated with BH/RE) in an aggregate amount not to exceed 6,000 Class B Units (subject to adjustments pursuant to Sections 2.2(a), 2.2 (b) and 2.2(c)) (the “Management Pool”), (ii) units of Membership Interest upon exercise of the Warrants, and (iii) units of Membership Interest (or Options or Convertible Securities for Membership Interests) acquired by the Holder hereof through the exercise of the Holder’s pre-emptive rights pursuant to Section 4.1 of the Investor Rights Agreement.

(vii)         Membership Interests Deemed Outstanding.  For purposes of this Section 2.2(d), the term “Membership Interests Deemed Outstanding” shall mean, at any time, the sum of (A) the number of units of Membership Interest outstanding immediately prior to the Relevant Date (including for this purpose all Membership Interest issuable upon exercise or conversion of any Options or Convertible Securities outstanding immediately prior to the Relevant Date), plus (B) the number of units of Membership Interest issued or sold (or deemed issued or sold) after the Relevant Date, the issuance or sale of which resulted in an adjustment to the Antidilution Price pursuant to Section 2.2(d)(iii), plus (C) the number of units of Membership Interest deemed issued or sold pursuant to Section 2.2(d)(v) above; provided, that Membership Interests Deemed Outstanding shall not include the Warrant Interests or any units of Membership Interest issuable upon exercise of the Warrant Interests.

(e)             Adjustment for Merger, Consolidation, Liquidation etc  Upon any merger or consolidation of the Company with or into another limited liability company (or other legal entity), or any sale of all or substantially all of the assets of the Company to another limited liability company (or other legal entity), subject to the Gaming Laws and any requirements or restrictions imposed by the Commission, this Warrant shall automatically convert into the right to receive the kind and amount of membership interests or other securities or property to which a Holder of the number of units of Membership Interest of the Company deliverable upon the exercise of this Warrant in full would have been entitled upon such merger, consolidation, or asset sale (and any distribution of assets to members of the Company following such asset sale).  The Company shall use reasonable best efforts to structure and consummate any merger, consolidation or such sale, to permit the Holder to participate in such transaction on an as exercised basis. Notwithstanding anything to the contrary contained herein but subject

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to the Gaming Laws and any requirements or restrictions imposed by the Commission, each Holder shall have the right to exercise the Warrant immediately prior to or simultaneously with the consummation of such merger, consolidation, or asset sale in accordance with the provisions of Section 1.

(ii)           The Company shall not effect any such consolidation, merger or sale, unless prior to or simultaneously with the consummation thereof the successor (if other than the Company) resulting from such consolidation or merger or the person purchasing such assets shall assume by written instrument executed and delivered to the Holder, the obligation to deliver to the Holder such membership interests, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to receive upon the automatic conversion, or exercise, of this Warrant, as applicable.

(iii)          Subject to the Gaming Laws and any requirements or restrictions imposed by the Commission, upon any liquidation, dissolution or winding up of the Company, the Holder shall receive such cash or property (less the Exercise Price) which the Holder would have been entitled to receive upon the happening of such liquidation, dissolution or winding up had the Warrants been exercised and the Warrant Interests issued immediately prior to the occurrence of such liquidation, dissolution or winding up, and, upon the Holder’s receipt of such cash or property, the Warrants shall terminate.

(f)             Additional Warrants Upon Certain Events; Other Adjustments.  The number of Warrant Interests issuable upon exercise or conversion hereof shall be increased as set forth below upon the occurrence of the following events:

(i)            [reserved]

(ii)           [reserved]

(iii)          [reserved]

(iv)          Upon the incurrence of Indebtedness other than Permitted Indebtedness or Indebtedness incurred in a refinancing of the outstanding principal amount of Permitted Indebtedness (together with any accrued interest, premiums and any reasonable fees and expenses incurred therewith) (such amount, the “Debt Threshold”), the number of Warrant Interests issuable upon exercise or conversion hereof shall be increased by the number of units of Membership Interests as is necessary to provide the Holder with an additional 0.0172% interest in the fully-diluted equity of the Company as of the Closing Date for each $5,000,000 of Indebtedness in excess of the Debt Threshold (applied proportionally from the first dollar in excess of the Debt Threshold), subject to dilution from the Management Pool.  Adjustments under this Section 2.2(f)(iv) shall be made from time to time as the Company incurs Indebtedness in excess of the Debt Threshold; provided, that adjustment under this Section 2.2(f)(iv) shall be made only once for each dollar of Indebtedness in excess of the Debt Threshold.  For clarity, no adjustment hereunder shall be made in connection with the closing of the CMBS Facility or the incurrence of any third-party refinancing of Indebtedness

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including any accrued interest, premiums and any reasonable fees and expenses incurred as a result of such third-party refinancing);

(v)           Upon contribution of the Additional Capital Amount (as defined in Section 7.1 of the Investor Rights Agreement) to the equity of the Company or any of its Subsidiaries, the number of Warrant Interests issuable upon exercise or conversion hereof shall be increased by the number of units of Membership Interests as is necessary to maintain at least the same percentage interest in the Company and, indirectly, in its Subsidiaries, that this Warrant represented immediately prior to such issuance (including, for purposes of this clause (v), any interest acquired by the Holder of this Warrant in connection with the contribution of the Additional Capital Amount through the exercise of the Holder’s pre-emptive rights pursuant to Section 4.1 of the Investor Rights Agreement);  provided, that no adjustment under this section shall be made with respect to the closing of the CMBS Facility or with respect to any proceeds received by the Company or its Subsidiaries from the issuance of the Indebtedness to refinance other Indebtedness (including any accrued interest, premiums and any reasonable fees and expenses incurred as a result of such third-party refinancing); and

(vi)          Upon the issuance of any units of Membership Interests of the Company to any guarantor of Indebtedness for the reasons specified in Section 7.11 (CMBS Guarantees; Reimbursement) of the Investor Rights Agreement, the number of Warrant Interests issuable upon exercise or conversion hereof shall be increased by the number of units of Membership Interests as is necessary to maintain at least the same percentage interest in the Company and, indirectly, in its Subsidiaries, that this Warrant represented immediately prior to such issuance of units of Membership Interests (including, for purposes of this clause (vi), any interest acquired by the Holder of this Warrant in connection with such issuance of units of Membership Interests through the exercise of the Holder’s pre-emptive rights pursuant to Section 4.1 of the Investor Rights Agreement).

(vii)         Upon the issuance of any units of Membership Interests of the Company to any Person making all or a portion of the Minimum Capital Contribution for the reasons specified in Section 8.4 (Limitations on Incurrence of Indebtedness and Issuance of Interest) of the Investor Rights Agreement , the number of Warrant Interests issuable upon exercise or conversion hereof shall be increased by the number of units of Membership Interests as is necessary to maintain at least the same percentage interest in the Company and, indirectly, in its Subsidiaries, that this Warrant represented immediately prior to such issuance of units of Membership Interests (including, for purposes of this clause (vii), any interest acquired by the Holder of this Warrant in connection with such issuance of units of Membership Interests through the exercise of the Holder’s pre-emptive rights pursuant to Section 4.1 of the Investor Rights Agreement).

(viii)        In the event of any breach by the Company or any of its Subsidiaries of any of the terms of the Restructuring Documents (including a breach that results from a failure to disclose the existence of any “Default” or “Event of Default” (each as defined in the Purchase Agreement) under the Purchase Agreement as of the

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date of the Restructuring Agreement) that remains uncured for a period of twenty (20) days after written notice of such breach is provided to the Company, and for each such twenty-day period thereafter that such breach remains uncured, the number of Warrant Interests issuable upon exercise or conversion hereof shall be increased by the number of units of Membership Interests as is necessary to provide the Holder with an additional 0.0172% interest in the fully-diluted equity of the Company; provided, however, that in no event shall adjustments made pursuant to this clause (viii) result in an aggregate increase of more than an additional 3.44% interest in the fully-diluted equity of the Company.  Adjustments under this Section 2.2(f)(viii) shall be made from time to time for each twenty-day period such breach by the Company remains uncured.

  Any adjustment made pursuant to clauses (iv), (v), (vi) or (vii) of this Section 2.2(f) shall be the exclusive adjustment made to the number of Warrant Interests in connection with the contribution or issuance giving rise to such adjustment.  Upon any adjustment pursuant to this Section 2.2(f), a corresponding reduction shall be made to the Antidilution Price.

(g)           Record Date  If the Company takes a record of the Holders of its Membership Interests for the purpose of entitling them (A) to receive a dividend or other distribution payable in Membership Interests, Options or Convertible Securities, or (B) to subscribe for or purchase Membership Interests, Options or Convertible Securities, then such record date shall be deemed to be the date of the issuance or sale of the Membership Interests deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution or the date of the granting of such right of subscription or purchase, as the case may be.

(h)           Other Dilutive Events.  In case any event shall occur as to which, but for this Section 2.2(h), the provisions of this Section 2 are not directly applicable, and the failure to make any adjustment would not in the opinion of the Holder fairly protect the purchase rights represented by this Warrant in accordance with the essential intent and principles of such sections, then, in each case, at the request of the Required Interest, the Company shall appoint an Appraiser, which shall give its opinion upon the adjustment, if any, on the basis consistent with the essential intent and principles established in this Section 2, necessary to preserve, without dilution, the purchase rights by this Warrant.  Upon receipt of such Appraiser’s opinion, which shall be applicable to all Holders, the Company shall promptly mail a copy thereof to the Holders and shall make the adjustments described therein, if any.

Section 3.  Redemption and Cancellation of Warrants

3.1.         Put Right.

(a)           In the event that the Company has not consummated a Liquidity Event on or before December 9, 2011, the Holder may demand at any time from such date until the Expiration Date (the “Put Period”) that the Company purchase (or cause to be purchased) this Warrant and any Warrant Interests held by the Holder (the “Put Securities”) for the Redemption Price by delivery of a written notice to the Company (the date such notice is delivered to the Company shall hereinafter be referred to as the “Put Demand Date”); provided, that prior to the

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commencement of the Put Period, the Company may elect, by delivering prior written notice to the Holder no later than 180 days prior to the commencement of the Put Period, to extend the commencement of the Put Period and the Expiration Date to September 9, 2012.  Within ten Business Days of the Put Demand Date, the Company shall deliver a notice to the Holder identifying the Redemption Price and providing the calculations thereof.  The Company shall pay the Redemption Price to such Holder as soon as reasonably practicable (the “Put Payment Date”), but in no event later than 180 days after the Put Demand Date (the “Put Demand Period”), upon surrender of this Warrant, together with any certificates evidencing any other Put Securities, to the Company, at its Office, or, if requested by such Holder without surrender of this Warrant or such other certificates, by wire transfer of immediately available funds to an account or accounts designated in writing by the Holder; provided, however, that the foregoing obligations of the Company, and the time periods in which they must be performed, shall be subject to the Gaming Laws and any requirements or restrictions imposed by the Commission.  The right of the Holder to demand that the Company purchase the Put Securities is referred to as the Holder’s “Put Right”.

(b)           Upon surrender of this Warrant in accordance with Section 3.1(a) for payment of the Redemption Price, the right to purchase Warrant Interests represented by this Warrant shall terminate, and this Warrant shall represent the right of the Holder to receive only the applicable Redemption Price from the Company in accordance with Section 3.1.

(c)           Automatic Conversion into Debt  In the event that the Company fails to purchase this Warrant prior to the expiration of the Put Demand Period after using its best efforts to do so, then all obligations of the Company to pay the Redemption Price pursuant to Section 3.1(a) shall, subject to the Gaming Laws and any requirements or restrictions imposed by the Commission, convert automatically without any further action or acknowledgment on the part of the Company or the Holder, into secured indebtedness of the Company in the aggregate principal amount of the Redemption Price, secured by the pledge granted to the Collateral Agent under the Pledge Agreement (the “Put Note”).  The Put Note shall evidence an obligation of the Company to pay to such Holder, on a date no later than the first anniversary of the Put Demand Date, an amount equal to the Redemption Price, together with accrued and unpaid interest (based on a 360-day year of 30-day months) at a rate per annum on the unpaid principal amount thereof equal to the Default Rate, or such lower rate as then may be the maximum rate permitted by applicable law, and interest thereon shall be payable in cash semi-annually in six-month intervals starting on the day that is six-months after the date the obligations of the Company to pay the Redemption Price are converted into the Put Note, or if the Company so elects at any time and from time to time in its sole discretion more frequently than semi-annually upon written notice to the Holder, to be capitalized and added to the unpaid principal amount of the Put Note semi-annually on each such interest payment date, until such Put Note is paid in full.  The rate of interest payable on the Put Note shall increase by one percent (1.00%) as of the last day of each fiscal quarter commencing with the fiscal quarter following the fiscal quarter in which the Put Demand Date occurs until the Put Note is paid in full.  Nothing in this Section 3.1(c) shall require the Company to pay interest at a rate in excess of the maximum rate permitted by applicable law.  The Put Note may be prepaid by the Company at any time in whole or in part without premium or penalty.  The entire principal amount of the Put Note and any interest accrued thereon shall become immediately due and payable (A) upon the consummation of a Liquidity Event or (B) in the event (i) the Company agrees, submits or consents to any voluntary

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or involuntary dissolution, liquidation or winding-up of the Company or any Subsidiary; (ii) a decree or order is entered appointing any trustee, custodian, liquidator or receiver or adjudicating the Company or any Subsidiary bankrupt or insolvent, or approving a petition in any such case or other proceeding; or (iii) a decree or order for relief is entered in respect of the Company or any Subsidiary in an involuntary case under federal bankruptcy laws as now or hereafter constituted (each, an “Insolvency Event”). All payments of principal and cash interest on the Put Note shall be made by wire transfer of immediately available funds to an account or accounts designated in writing by the Holder.  The Holder further acknowledges and agrees that, without prejudice to any of Holder’s rights to receive the Redemption Price, and/or any payments of principal or interest under the Put Note when due, its rights to receive such Redemption Price, and/or payments of principal or interest under the Put Note, shall be subject to applicable Gaming Laws and any applicable requirements or restrictions imposed by the Commission.

3.2.         Redemption upon Replacement of Securityholder.  If a Holder is required to dispose of its Warrant, Warrant Interests and/or Put Notes pursuant to Section 3.8 (Replacement of Unsuitable Securityholder) of the Investor Rights Agreement, the Warrant, Warrant Interests and/or Put Notes held by such Holder shall be purchased or redeemed (as applicable) at a price equal to the Redemption Price, in accordance with Section 3.8 (Replacement of Unsuitable Securityholder) of the Investor Rights Agreement.

Section 4.  Covenants of the Company

4.1.         The Company covenants and agrees that:

(a)           all Warrant Interests that may be issued upon the exercise of the rights represented by this Warrant shall, upon issuance and payment of the Exercise Price, be duly authorized and validly issued and free from preemptive rights and all transfer taxes, liens, charges and security interests with respect to the issuance thereof;

(b)           during the period within which this Warrant may be exercised, it will at all times have authorized and reserved, without limitation, out of the aggregate of its authorized but unissued units of Membership Interests, a sufficient number of Warrant Interests to provide for the exercise of rights represented by this Warrant;

(c)           if any Warrant Interests reserved or to be reserved to provide for the exercise of this Warrant require registration with or approval of any governmental or self-regulatory authority under any federal or state law or stock exchange or NASDAQ rule before such membership interests may be validly issued, then it shall in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be;

(d)           before taking any action that would cause an adjustment pursuant to Section 2, the Company will take any and all corporate action that may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue Warrant Interests at the Exercise Price.

(e)           if it shall have filed a registration statement pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or a

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registration statement pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Company shall comply with the reporting requirements of Sections 13 and 15(d) of the Exchange Act and will comply with all other applicable public information reporting requirements of the Securities and Exchange Commission from time to time in effect and relating to the availability of an exemption from the Securities Act for the sale of any restricted securities, including Rule 144 and Rule 144A promulgated by such commission under the Securities Act; and

(f)            it shall not, by amendment to its articles of organization (whether by way of merger, operation of law, or otherwise) or through reorganization, transfer of assets, consolidation, merger, dissolution, issuance or sale of securities, agreement or any other voluntary action (including any of the foregoing that constitutes a Liquidity Event), avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company and shall at all times in good faith assist in the carrying out of all the provisions of this Warrant and in the taking of all such action as may be reasonably necessary in order to protect the rights of the Holders against impairment.  Nothing in this clause will restrict the Company from taking any action required by any Gaming Authority.

Section 5.  Restrictions on Transfer

5.1.         Restrictive Legend.

(a)           The Warrant Interests issuable upon exercise hereof, are subject to certain restrictions on transfer as set forth in the Amended and Restated Investor Rights Agreement dated as of  November 30,  2006, by and among the Company and the parties thereto (as the same may be amended from time to time, the “Investor Rights Agreement”) and may be subject to redemption as provided in the Company’s Articles of Organization and Operating Agreement.  Each certificate representing Warrant Interests issued upon exercise of this Warrant and each certificate issued to any subsequent transferee of any such certificate, shall be stamped or otherwise imprinted with a legend in substantially the form as follows:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE SECURITIES ACT OR TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES, (2) IN ACCORDANCE WITH APPLICABLE STATE SECURITIES AND BLUE SKY LAWS, AND (3) IN ACCORDANCE WITH APPLICABLE STATE GAMING LAWS AND REQUIREMENTS AND RESTRICTIONS IMPOSED BY THE NEVADA GAMING COMMISSION

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THE MEMBERSHIP INTERESTS ISSUABLE UPON EXERCISE OF THIS WARRANT ARE SUBJECT TO THE PROVISIONS OF A CERTAIN AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT, DATED AS OF NOVEMBER 30, 2006, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER SET FORTH THEREIN.  A COMPLETE AND CORRECT COPY OF SUCH AGREEMENT IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST AND WITHOUT CHARGE.

WHEN THE LIMITED LIABILITY COMPANY ISSUING THE OWNERSHIP INTEREST REPRESENTED BY THIS CERTIFICATE HAS BEEN LICENSED BY OR REGISTERED WITH THE NEVADA GAMING COMMISSION, THE PURPORTED SALE, ASSIGNMENT, TRANSFER, PLEDGE, GRANTING OF ANY OPTION TO PURCHASE OR OTHER DISPOSITION OF SUCH INTEREST SHALL BE INEFFECTIVE UNLESS APPROVED IN ADVANCE BY THE COMMISSION.  IF AT ANY TIME THE COMMISSION FINDS THAT A MEMBER IS UNSUITABLE TO HOLD SUCH INTEREST, THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE SUBJECT TO REDEMPTION AND/OR REPURCHASE, PURSUANT TO THE TERMS SET FORTH HEREIN.  BEGINNING ON THE DATE WHEN THE COMMISSION SERVES NOTICE OR A DETERMINATION OF UNSUITABILITY PURSUANT TO APPLICABLE LAW UPON THE COMPANY, IT SHALL BE UNLAWFUL FOR THE UNSUITABLE MEMBER (A) TO RECEIVE ANY DIVIDEND OR INTEREST OR ANY PAYMENT OR DISTRIBUTION OF ANY KIND, INCLUDING OF ANY SHARE OF THE DISTRIBUTION OF PROFITS OR CASH OR ANY OTHER PROPERTY, OR PAYMENTS UPON DISSOLUTION, FROM THE COMPANY, OTHER THAN A RETURN OF CAPITAL AS REQUIRED ABOVE; (B) TO EXERCISE DIRECTLY OR THROUGH ANY PROXY, TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY THE MEMBER’S INTEREST IN THE COMPANY; (C) TO PARTICIPATE IN THE MANAGEMENT OF THE COMPANY; OR (D) TO RECEIVE ANY REMUNERATION (OTHER THAN THE REDEMPTION PRICE) IN ANY FORM FROM THE COMPANY OR FROM ANY COMPANY HOLDING A GAMING LICENSE FOR SERVICES RENDERED OR OTHERWISE.

(b)           In furtherance of the foregoing, if at any time any securities other than Membership Interests shall be issuable upon the exercise of this Warrant, such securities shall bear a legend similar to the ones set forth above.  Whenever the legend requirement imposed by the Investor Rights Agreement shall terminate, upon exercise of the Warrant, the Holder shall be entitled to receive within five Business Days from the Company, at the Company’s expense, a new certificate or certificates representing Warrant Interests issued upon exercise of this Warrant, in each case, without such legends.

5.2.         Restriction on Transfer.

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(a)           General Restrictions.  The Holder shall not directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) this Warrant unless such Holder’s transferee has agreed in writing to be bound by the terms of this Warrant (including Section 1.6 hereof) and in accordance with Section 6.15 hereof.

(b)           Transfers to Competitors.  Absent a breach of the terms of the Restructuring Documents that remains uncured for a period of 20 days from the delivery of written notice to the Company, no Holder shall directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) this Warrant (or any securities into which such Warrant is convertible or exchangeable) to any Person that is a Competitor of the Company.

(c)           Qualified Public Offering Restrictions.  The Holder shall not directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) this Warrant (or any securities into which such Warrant is convertible or exchangeable) or any other securities of the issuer of the securities in the Qualified Public Offering during any “blackout period” required by any underwriter in connection with a Qualified Public Offering, which “blackout period” shall in no event exceed the earlier of (i) 180 days from the date securities are first sold in the Qualified Public Offering, and (ii) the date any holder of 1% or more of the voting common equity securities of the Company, that is subject to such “blackout period”, is released from such restriction.  In order to enforce the foregoing covenant, the issuer in such Qualified Public Offering may impose stop-transfer instructions with respect to the securities of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such “blackout period.”

(d)           Gaming Restriction.  No Holder shall be permitted to transfer this Warrant (or any securities into which such Warrant is convertible or exchangeable) except in accordance with all applicable Gaming Laws and any requirements or restrictions imposed by the Commission.

Section 6.  Miscellaneous

6.1.         Notice of Adjustments; Appraisal.

(a)           In each case of any adjustment or readjustment in the number of Warrant Interests issuable upon exercise of this Warrant, the Company shall promptly thereafter compute such adjustment or readjustment in accordance with the terms of this Warrant and provide a written report thereof certified by the Member, the Chief Financial Officer of the Company or the Chief Executive Officer to the Holder stating the number of Warrant Interests and the Antidilution Price, after giving effect to such adjustment or readjustment, and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based (each, an “Adjustment Notice”).

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(b)           Within 25 days of receipt of an Adjustment Notice, the Holder or Holders representing a Required Interest shall have the right to cause the Company to appoint an Appraiser to verify such computations reported pursuant to Section 2, Section 3 or Section 6.1(a), including, without limitation, any determination made by the Member.  Such Holder or Holders shall exercise its or their right pursuant to this Section 6.1(b) by delivering a written request (each, an “Appraisal Notice”) to the Company.  Each such dispute shall be resolved as set forth below.

(c)           The Company shall within 30 days after an Appraisal Notice has been given, engage an Appraiser to make an independent determination of the Current Market Price and the other disputed calculations or amounts (such determination, the “Appraiser’s Determination”).  The Appraiser’s Determination shall be final and binding on the Company and each holder of the Warrants.  The costs of conducting any appraisal shall be borne entirely by the Company; provided, that in the event that the Company’s computation of the adjustment or readjustment contained in the applicable Adjustment Notice and the Appraiser’s Determination differ by not more than 10%, the cost and expense of the Appraiser shall be borne by the Holder.

(d)           The Company shall also keep copies of all such reports generated pursuant to this Section 6.1 at its Office and will cause the same to be available for inspection at such Office during normal business hours by the Holder any prospective purchaser of this Warrant designated by the Holder.

6.2.         Notice of Certain EventsIn case at any time:

(a)           the Company shall pay any dividend upon, or make any distribution in respect of, its membership interests of the Company;

(b)           the Company shall propose to register any of its equity securities under the Securities Act in connection with a public offering;

(c)           there shall be any proposed Liquidity Event, Insolvency Event, capital reorganization, or reclassification of the membership interests of the Company, or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another person; or

(d)           there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company;

then, in any one or more of said cases, the Company shall give notice to the Holder of the date on which (i) the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights, or (ii) such Liquidity Event, Insolvency Event, public offering, reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up shall take place, as the case may be, all of which shall be, in each case, in compliance with the provision of Section 2.2(g).  Such notice shall be given not less than 10 days prior to the record date or the date on which the transfer books of the Company are to be closed in respect thereto in the case of an action specified in clause (i) of the preceding sentence and, to the extent such disclosure (x) is not prohibited by Applicable Laws or (y) would not require the Company or any

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Affiliate to make a public announcement of such event, at least 20 days prior to the action in question, in the case of an action specified in clause (ii) of the preceding sentence.

6.3.         Notice  Any notice that is required or provided to be given under this Warrant shall be deemed to have been sufficiently given and received for all purposes when delivered in writing by hand, telecopy, telex or other method of facsimile, or five days after being sent by certified or registered mail, postage and charges prepaid, return receipt requested, or two days after being sent by overnight delivery providing receipt of delivery, to the following addresses:  if to the Company: MezzCo, L.L.C, c/o OpBiz, L.L.C., 3667 Las Vegas Boulevard South, Las Vegas, Nevada 89109 Attn: Joshua Revitz, c/o Debbie Faint Facsimile No.: (702) 785-5080 or at any other address designated by the Company to Holder, with a copy to Greenberg Traurig LLP, 200 Park Avenue, New York, New York 10166 Attn:  Joseph Kishel, Esq., Facsimile No.: (212) 805-9203; if to Holder, Post Total Return Fund, L.P., 11755 Wilshire Boulevard, Suite 1400, Los Angeles, CA 90025, or at any other address designated by Holder to the Company in writing.

6.4.         No Change in Warrant Terms on Adjustment  Irrespective of any adjustment in the Antidilution Price or the number of Warrant Interests, this Warrant, whether theretofore or thereafter issued or reissued, may continue to express the same price and number of Membership Interests as are stated herein and the Antidilution Price and such number of Membership Interests specified herein shall be deemed to have been so adjusted.

6.5.         Issuance and Transfer Taxes  The Company covenants and agrees that it will pay when due and payable all documentary, stamp and other similar taxes, if any, that may be payable in respect of the issuance or delivery of the Warrants or of the Warrant Interests purchasable and issuable upon the exercise of the Warrants; provided, however, that the Company shall not be required to pay any such tax or other charge imposed in respect of the transfer of Warrants, or the issuance or delivery of certificates for Warrant Interests or other securities in respect of the Warrant Interests upon the exercise of Warrants, to a person or entity other than a then-existing registered holder of Warrants or other securities issued by the Company.

6.6.         Exchange of Warrant  This Warrant is exchangeable at no cost to the Holder upon the surrender hereof by Holder at the Company’s office, for a new warrant of like tenor representing in the aggregate the right to subscribe for and purchase the type and number of Warrant Interests that may be subscribed for and purchased hereunder from time to time after giving effect to all the provisions hereof, each of such new warrants to represent the right to subscribe for and purchase such number of Warrant Interests as shall be designated by said Holder hereof at the time of such surrender.

6.7.         Lost, Stolen, Mutilated or Destroyed Warrant  If this Warrant is lost, stolen, mutilated or destroyed, the Company shall at no cost to the Holder, on such terms as to indemnity or otherwise as it may in its discretion impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new warrant of like denomination and tenor as the Warrant so lost, stolen, mutilated or destroyed.  Any such new warrant shall constitute an original contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by anyone.

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6.8.         Governing Law  This Warrant shall be deemed to be a contract made under, and shall be construed in accordance with, the laws of the State of New York, without giving effect to conflict of laws principles thereof.  Notwithstanding the foregoing, matters of law in this Warrant that are related to gaming in Nevada shall be governed by the Gaming Laws in their current form and as they may hereafter be amended from time to time.

6.9.         Section Headings; Construction  The descriptive headings in this Warrant have been inserted for convenience only and shall not be deemed to limit or otherwise affect the construction of any provision thereof or hereof.  The parties have participated jointly in the negotiation and drafting of this Warrant and the other agreements, documents and instruments executed and delivered in connection herewith with counsel sophisticated in investment transactions.  In the event an ambiguity or question of intent or interpretation arises, this Warrant shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Warrant and the agreements, documents and instruments executed and delivered in connection herewith.

6.10.       Dispute Resolution.

(a)           Except as provided in Section 6.1, all disputes, claims, or controversies arising out of or relating to this Warrant or the negotiation, breach, termination, validity or performance hereof that are not resolved by mutual agreement shall be resolved solely and exclusively by binding arbitration to be conducted before J.A.M.S./Endispute, Inc. or its successor.  The arbitration shall be held in Las Vegas, Nevada before a single arbitrator and shall be conducted in accordance with the rules and regulations promulgated by J.A.M.S./Endispute, Inc. unless specifically modified herein.

(b)           The parties covenant and agree that the arbitration hearing shall commence within twenty (20) days of the date on which a written demand for arbitration is filed by any party hereto.  In connection with the arbitration proceeding, the arbitrator shall have the power to order the production of documents by each party and any third-party witnesses.  In addition, each party may take up to three (3) depositions as of right, and the arbitrator may in his or her discretion allow additional depositions upon good cause shown by the moving party.  However, the arbitrator shall not have the power to order the answering of interrogatories or the response to requests for admission.  In connection with any arbitration, each party shall provide to the other, no later than ten (10) business days before the date of the arbitration, the identity of all Persons that may testify at the arbitration and a copy of all documents that may be introduced at the arbitration or considered or used by a party’s witness or expert, and a summary of the expert’s opinions and the basis for said opinions.  The arbitrator’s decision and award shall be made and delivered within ten (10) days of the conclusion of the arbitration.  The arbitrator’s decision shall set forth a reasoned basis for any award of damages or finding of liability.  The arbitrator shall not award punitive damages or any other damages that are specifically excluded under this Warrant, and each party hereby irrevocably waives any claim to such damages

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(c)           The parties covenant and agree that they will participate in the arbitration in good faith and, except as set forth below, shall (i) bear their own attorneys’ fees costs and expenses in connection with the arbitration, and (ii) share equally in the fees and expenses charged by J.A.M.S./Endispute, Inc.  The arbitrator may in his or her discretion assess costs and expenses (including the reasonable legal fees and expenses of the prevailing party) against any party to a proceeding.  Any party unsuccessfully refusing to comply with an order of the arbitrators shall be liable for costs and expenses, including attorneys’ fees, incurred by the other party in enforcing the award.  This agreement applies equally to requests for temporary, preliminary or permanent injunctive relief, except that in the case of temporary or preliminary injunctive relief any party may proceed in court without prior arbitration for the limited purpose of avoiding immediate and irreparable harm.  The dispute resolution provisions of this Section 6.10 shall be enforceable in any court of competent jurisdiction.

6.11.       Consent to Jurisdiction  Each of the parties hereto irrevocably and unconditionally consents to the exclusive jurisdiction of J.A.M.S./Endispute, Inc. to resolve all disputes, claims or controversies arising out of or relating to this Warrant or the negotiation, breach, termination, validity or performance hereof and or and further consents to the jurisdiction of the courts of the State of California for the purposes of enforcing the arbitration provisions of this Agreement.  Each party further irrevocably waives any objection to proceeding before J.A.M.S./Endispute, Inc. based upon lack of personal jurisdiction or to improper venue and further irrevocably and unconditionally waives and agrees not to make a claim in any court that arbitration before J.A.M.S./Endispute, Inc. has been brought in an inconvenient forum.  Each of the parties hereto hereby consents to service of process by registered mail at the address to which notices are to be given.  Each of the parties hereto agrees that its or his submission to jurisdiction and its or his consent to service of process by mail are made for the express benefit of the other parties hereto.

6.12.       Remedies; Severability  Notwithstanding Sections 6.10 and 6.11, it is specifically understood and agreed that any breach of the provisions of this Warrant by any person subject hereto will result in irreparable injury to the other parties hereto, that the remedy at law alone will be an inadequate remedy for such breach, and that, in addition to any other remedies which they may have, such other parties may enforce their respective rights by actions for specific performance (to the extent permitted by law).  Whenever possible, each provision of this Warrant shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be deemed prohibited or invalid under such applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, and such prohibition or invalidity shall not invalidate the remainder of such provision or the other provisions of this Warrant.

6.13.       Integration  This Warrant and the Investor Rights Agreement, including the exhibits referred to herein and therein, constitute the entire agreement and supersede all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.

6.14.       No Rights or Liabilities as Member  Nothing contained in this Warrant shall be construed as conferring upon the Holder any rights as a member of the Company or as imposing any obligation on the Holder to purchase any securities or as imposing any liabilities on the

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Holder as a member of the Company, whether such obligation or liabilities are asserted by the Company or creditors of the Company.

6.15.       Agreement to be Bound; Covenants of the Investor Rights Agreement.

(a)           Agreement to be Bound.  By Holder’s receipt and acceptance of this Warrant, the Holder acknowledges and hereby agrees to be bound by such terms and conditions of this Warrant and the Investor Rights Agreement that are applicable to the Holder.  Any and all Warrant Interests issued upon exercise hereof shall, immediately upon such issuance, and without further action by or on behalf of the Holder or the Company, become subject to such terms and conditions of the Investor Rights Agreement, the Articles of Organization of the Company and the Company’s Third Amended and Restated Operating Agreement, as are by their terms applicable to such Warrant Interests, as well as Gaming Laws and any requirements or restrictions imposed by the Commission.

(b)           Covenants of the Investor Rights Agreement.  By Holder’s receipt and acceptance of this Warrant, the Holder acknowledges and hereby agrees that the Warrants and the Warrant Interests shall be entitled to the benefits of certain covenants in the Investor Rights Agreement, as set forth in Sections 7.1 (Additional Indebtedness), 7.2 (Restrictions on Equity Interests), 7.3 (Put Right), 7.4 (Communications with Gaming Authorities), 7.5 (Tax Covenants), 7.6 (Books and Records), 7.7 (Financial and Other Information), 7.8 (Notices), 7.9 (Existence, Good Standing and Legal Requirements), 7.10 (Election of Directors; Observation Rights), 7.11 (CMBS Guarantees; Reimbursements), 7.12 (Costs, Expenses and Taxes), 7.13 (Indemnification), 8.1 (Transactions with Affiliates), 8.2 (Business Conducted), 8.3 (Tax Classification) and 8.4 (Limits on Incurrence of Indebtedness and Issuance of Interests) of the Investor Rights Agreement.

(c)           Non-Disclosure.  By Holder’s receipt and acceptance of this Warrant, the Holder acknowledges and hereby agrees that the Warrants, the Warrant Interests and the Put Notes shall be subject, in all respects, to the confidentiality obligations as set forth in Section 9.14 (Non-Disclosure) of the Investor Rights Agreement.

6.16.       Waivers and Consents; Amendments.

(a)           For the purposes of this Warrant and all documents executed pursuant hereto, no course of dealing between or among any of the parties hereto and no delay on the part of any party hereto in exercising any rights hereunder or thereunder shall operate as a waiver of the rights hereof or thereof.  No covenant or provision hereof may be waived otherwise than by a written instrument signed by the party or parties so waiving such covenant or other provision contemplated herein.

(b)           No amendment to this Warrant may be made without the written consent of the Company and the Holders representing the Required Interest.

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(c)           Unless otherwise specified herein, any actions required to be taken with respect to consents, approvals or waivers required or contemplated to be given by the Holder, shall require the vote of the Holder or Holders representing the Required Interest and any such action shall bind all of the Holders; provided, however that the consent of the Holder will be required to (i) reduce the number of Warrant Interest into which this Warrant is exercisable (except pursuant to the express antidilution provisions of Section 2), (ii) increase the Exercise Price, (iii) modify the Holder’s right to transfer the Warrant,  (iv) amend, modify or waive the application of Section 2 (Adjustments to Exercise Price and Warrant Interests), (v) amend, modify or waive application of Section 3.1 (Put Right), (vi) approve any modification to or waiver from the terms of this Warrant that would treat the Holder in a discriminatory manner, or (vii) amend, modify or waive application of this Section 6.16(c).

6.17.       Certain Definitions  The following terms as used in this Warrant shall have the following meanings:

(a)           An “Affiliate” means, with respect to any Person, (a) any other Person directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with such Person, (b) any other Person owning or controlling 10% or more of the outstanding voting interests of such Person, (c) any officer, director, general partner, managing member or trustee of such Person, or (d) any other Person which is an officer, director, general partner, managing member, trustee or holder of 10% or more of the voting interests of any other Person described in clauses (a) through (c) of this definition.  As used in this definition, the term “control”, “controlling”, “controlled by” or “under common control with” means the possession, directly or indirectly, through one or more intermediaries, of the power to direct or cause the direction of the management and policies of a Person, whether through voting securities, by contract or otherwise.

(b)           “Appraiser” means an independent nationally recognized investment bank or other qualified financial institution acceptable to the Company and a Required Interest.

(c)           “Business Day” means any day excluding Saturday, Sunday and any day which shall be in Nevada, Texas or the City of New York a legal holiday or a day on which banking institutions are authorized by law or other governmental action to close.  Any reference to “days” (unless Business Days are specified) shall mean calendar days.

(d)           “Commission” means the Nevada Gaming Commission.

(e)           “Competitor” means (i) any Person that operates, or owns 50% or more of the Equity Interests in, one or more casinos or casino/hotels, (ii) any Person that engages in the management of one or more casinos or casino/hotels as a material portion of its business, or (iii) any Person that directly or indirectly is in control of, is controlled by or under common control with any of the foregoing.

(f)            “Current Market Price” means, on any date specified herein, (i) the average daily Market Price during the period of the most recent 20 days ending on the Relevant Date, on which the national securities exchanges were open for trading, (ii) if no class of Membership Interests are then listed or admitted to trading on any national securities exchange

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or granted in the over-the-counter market, then the “Current Market Price” shall be the Market Price on such date or (iii) if there shall have been no trading on such date or if such security is not so designated or if such security is not then listed or admitted to trading on any national exchange or quoted in the over-the-counter market, or if the asset to be valued is other property, the Fair Market Value thereof determined in good faith by the Member and Holders holding a Required Interest.

(g)           “Default Rate” means 20% per annum, or such lower rate as then may be the maximum rate permitted by Applicable Law.

(h)           “EBITDA” shall mean without duplication, (a) the sum of (i) Net Income, (ii) Interest Expense, (iii) federal, state and local income taxes deducted in determining Net Income, and (iv) depreciation and amortization and other non-cash items properly deducted in determining Net Income, in each case on a consolidated basis for the Company and its Subsidiaries for such period, calculated on a consolidated basis in accordance with generally accepted accounting principles, minus (b) non-cash items properly added in determining Net Income for such period (calculated on a consolidated basis in accordance with generally accepted accounting principles).  Any and all payments made to Northwind in cash pursuant to the Energy Services Agreement shall be deemed to be operating expenses of the Company for the purpose of determining EBITDA.

(i)            “Energy Services Agreement” means that certain Energy Service Agreement dated as of September 24, 1998 by and between Aladdin Gaming and Northwind as amended and assumed by Aladdin Gaming and assigned to OpBiz.

(j)            “Equity Value” means an amount equal to eight times (8.0x) EBITDA for the twelve calendar months ending on the last day of the month immediately preceding the Put Demand Date, less Net Debt of the Company and its Consolidated Subsidiaries as of the end of  month immediately preceding the Put Demand Date.

(k)           “Fair Market Value” means, with respect to any security or other property, either (i) the Market Price, if any, of such security or (ii) if no Market Price exists, the value (which shall not take into effect any discounts for minority interest, illiquidity or restrictions on transferability) of such security or other property as determined in good faith by agreement of the Member and Holders holding a Required Interest; provided, however, that if the parties cannot agree upon such Fair Market Value, the Fair Market Value of such security or other property shall be determined by the procedures for obtaining an Appraiser’s Determination set forth in Section 6.1(b).

(l)            “Gaming Authority” means any of the Nevada Gaming Commission, the Nevada State Gaming Control Board, the Clark County Liquor and Gaming Licensing Board and any other gaming regulatory body or any agency which has, or may at any time after the Closing Date have, jurisdiction over the gaming activities of the Premises or any successor to such authority.

(m)          “Gaming Laws” means the provisions of the Nevada Gaming Control Act, as amended from time to time, all regulations of the Nevada Gaming Commission

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promulgated thereunder, as amended from time to time, the provisions of the Clark County Code, as amended from time to time, and all other laws, statutes, rules, rulings, orders, ordinances, regulations and other legal requirements of any Gaming Authority.

(n)           “Indebtedness” means, without duplication, with respect to the Company and its Subsidiaries:  (a) all obligations of such Person for borrowed money or for the deferred purchase price of Property or services (other than current accounts payable incurred in the ordinary course of business, and accrued expenses and liabilities incurred in the ordinary course of business), and all obligations evidenced by bonds, debentures, notes, or similar instruments; (b) all obligations and liabilities of any Person secured by any Lien on the Property of the Company or any Subsidiary, with respect to which obligations and liabilities neither the Company nor any of its Consolidated Subsidiaries shall have assumed or become liable for the payment thereof; provided, however, that all such obligations and liabilities which are limited in recourse to such Property shall be included in Indebtedness only to the extent of the book value of such Property that would be shown on a Consolidated balance sheet of the Company and its Subsidiaries prepared in accordance with GAAP; (c) all obligations or liabilities created or arising under any Capital Lease or conditional sale or other title retention agreement with respect to Property acquired by the Company or any of its Subsidiaries, even if the rights and remedies of the lessor, seller or lender thereunder are limited to repossession of such Property; provided, however, that all such obligations and liabilities which are limited in recourse to such Property shall be included in Indebtedness only to the extent of the book value of such Property that would be shown on a Consolidated balance sheet of the Company and its Subsidiaries prepared in accordance with GAAP;  and (d) all obligations and liabilities under guaranties, indemnities, and for reimbursement in connection with letters of credit and surety bonds.  For the purposes of this Warrant, the Indebtedness of any Person shall include the proportion of Indebtedness of any partnership in which such Person is a general partner or joint venturer with liability for the of such Person but only to the extent of such Person’s interest in such general partnership or joint venture.

(o)           “Interest Expense” means, with respect to the Company for any period, the aggregate interest expense of the Company and its Consolidated Subsidiaries during such period determined on a consolidated basis, and shall in any event include, without limitation, (i) the amortization of debt discounts, (ii) the amortization of all fees payable in connection with the incurrence of indebtedness to the extent included in interest expense and (iii) the portion of any obligations in respect of Capital Leases allocable to interest expense (recognizing that, in any event, no portion of “Debt Service” or “Return on Equity” under the Energy Service Agreement shall be treated as interest expense on Capital Lease obligations, regardless of GAAP, but instead shall be treated as a component of EBITDA as set forth in the definition of EBITDA).

(p)           “Liquidity Event” shall mean the occurrence of any one of the following events:  (i) a Qualified Public Offering of the Company or OpBiz or (ii) a sale of all or substantially all of the assets of either OpBiz (or any successor) or the Premises (either before or after the renovation thereof into the Planet Hollywood Resort & Casino) to any Person that is not an Affiliate of the Company or of BH/RE, L.L.C.

(q)           “Market Price” of any security, as of any date, means the value determined in accordance with the following provisions:

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(i)          if such security is listed on a national securities exchange registered under the Exchange Act, a price equal to the closing sales price for such security on such exchange on such date; or

(ii)         if not so listed, and such security is quoted on NASDAQ, a price equal to the closing bid and asked prices for such security quoted on such system on such date.

(r)            “Mecca Options”  means options to purchase equity interests in the Company that will represent an indirect 3% interest in the fully-diluted equity interests of OpBiz that will be granted to Michael V. Mecca, the CEO of OpBiz.

(s)           “Net Debt” shall mean (a) Indebtedness of the Company and its Consolidated Subsidiaries less (b) unrestricted cash balances of the Company and its Consolidated Subsidiaries.

(t)            “Net Income” means with respect to the Company for any period, the consolidated net income (or net loss) of the Company and its Subsidiaries for such period but excluding any extraordinary gains or losses or any gains or losses from the sale or disposition of assets other than in the ordinary course of business, all computed and calculated in accordance with GAAP.  For the avoidance of doubt, Net Income will include the Distributions received by the Company in respect of its interest in the Time Share Entity but will not include any net income or net loss of the Time Share Entity.

(u)           “OpBiz” shall mean OpBiz, L.L.C.

(v)           “Permitted Indebtedness” means (a) Indebtedness incurred in connection with the CMBS Facility and any Indebtedness incurred in refinancings of the outstanding principal amount of the CMBS Facility (together with any accrued interest, premiums and any reasonable fees and expenses incurred therewith); provided that in no event shall principal amount thereof exceed $820 million less the amount of any repayments of principal and any permanent reductions in the commitments, and (b) Indebtedness incurred in connection with the financing of the utility plant owned and operated by Northwind and located on the Energy Premises.

(w)          “Qualified Public Offering” shall mean an underwritten public offering on a firm commitment basis lead managed by a nationally recognized investment banking organization or organizations pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the offer and sale of Membership Interests or voting common equity securities of the Company or OpBiz or any successor thereto (A) with respect to which the issuer of such securities receives aggregate net proceeds attributable to sales for the account of the Company (after deduction of underwriting discounts and commissions) of not less than $50 million, (B) with respect to which the gross equity value of the issuer of such securities, valued at the initial public offering price, is at least $200 million and (C) with respect to which such Membership Interests are listed for trading on the New York Stock Exchange or quoted on the NASDAQ National Market.

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(x)            “Redemption Price” means, on any date, the aggregate purchase price for the Warrant and Put Securities held by the Holder,  which shall equal the Holder’s fully-diluted interest in the Company’s Equity Value on such date.  In calculating the Holder’s fully-diluted interest, unvested and out-of-the-money Membership Interests, Options and Convertible Securities shall be disregarded.

6.18.       Other Definitional Provisions.

(a)           The following terms used herein shall have the meaning assigned to such terms in the section set forth opposite such term:

Adjustment Notice	6.1(a)
Affiliate	6.17(a)
Antidilution Price	2.1
Appraisal Notice	6.1(b)
Appraiser	6.17(b)
Appraiser’s Determination	6.1(c)
Arbitrator	6.10(a)
Business Day	6.17(c)
Class A Units	First paragraph
Class B Units	First paragraph
Commission	6.17(d)
Company	First paragraph
Competitor	6.17(e)
Convertible Securities	2.2(d)(i)
Current Market Price	6.17(f)
Default Rate	6.17(g)
EBITDA	6.17(h)
Energy Services Agreement	6.17(i)
Equity Value	6.17(j)
Exchange Act	4.1(e)
Exchange Notice	1.3(b)
Exercise Notice	1.3(a)
Exercise Price	First paragraph
Expiration Date	First paragraph
Fair Market Value	6.17(k)
Filing Date	6.10(b)
Gaming Authority	6.17(l)
Gaming Laws	6.17(m)
Holder	First paragraph
Indebtedness	6.17(n)
Investor Rights Agreement	5.1(a)
Liquidity Event	6.17(p)
Management Pool	2.2(d)(vi)
Market Price	6.17(q)
Mecca Options	6.17(r)

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Member	2.2(d)(iv)
Membership Interests	Second paragraph
Net Debt	6.17(s)
Net Income	6.17(t)
Office	1.1
OpBiz	6.17(u)
Options	2.2(d)(i)
Purchase Agreement	First paragraph
Put Demand Date	3.1(a)
Put Demand Period	3.1(a)
Put Payment Date	3.1(a)
Put Period	3.1(a)
Put Right	3.1(b)
Put Securities	3.1(a)
Qualified Public Offering	6.17(v)
Redemption Price	6.17(w)
Relevant Date	2.2(d)
Required Interest	2.2(d)(iv)
Securities Act	4.1(e)
Warrant	First paragraph
Warrant Register	1.1
Warrant Interests	First paragraph

(b)           Except as otherwise specified herein, all references herein:

(i)          to any person other than the Company, shall be deemed to include such person’s successors and assigns;

(ii)         to the Company shall be deemed to include the Company’s successors; and

(iii)        to any applicable law defined or referred to herein, shall be deemed references to such applicable law as the same may have been or may be amended or supplemented from time to time.

(c)           When used in this Warrant, the words “herein”, “hereof’ and “hereunder”, and words of similar import, shall refer to this Warrant as a whole and not to any provision of this Warrant, and the words “Section” and “Exhibit” shall refer to Sections of, and Exhibits to, this Warrant unless otherwise specified.

(d)           Whenever the context so requires the neuter gender includes the masculine or feminine, and the singular number includes the plural, and vice versa.

[remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the Company has caused this certificate to be executed by its duly authorized officer as of the date first written above.

MEZZCO, L.L.C.,
a Nevada limited liability company
	By: EQUITYCO, L.L.C.,
	a Nevada limited liability company, its sole member
By:
	Name:
	Title:  Manager

EXHIBIT A

FORM OF EXERCISE NOTICE

[To be executed only upon exercise of Warrant pursuant to Section 1.3(a)]

To MezzCo, L.L.C.

The undersigned registered Holder of the within Warrant hereby irrevocably exercises such Warrant for, and purchases thereunder,      [Class A Units/Class B Units] (“Warrant Interests”) and herewith makes payment of $          therefor, and requests that the certificates for such Warrant Interests be issued in the name of, and delivered to                                  , whose address is                                                       .

Dated:
	(Signature must conform in all respects to name of Holder as specified on the face of Warrant)
	(Street Address)
	(City)	(State)	(Zip Code)

EXHIBIT B

FORM OF EXCHANGE NOTICE

[To be executed only upon net exchange of the Warrant pursuant to Section 1.3(b)]

To MezzCo, L.L.C.

The undersigned registered Holder of the within Warrant hereby irrevocably exchanges such Warrant with respect to       [Class A Units/Class B Units] (“Warrant Interests”) which such Holder would be entitled to receive upon the exercise hereof, and requests that the certificates for such membership interests be issued in the name of, and delivered to                                    , whose address is                                       .

Dated:
	(Signature must conform in all
name	respects to name of Holder as
	specified on the face of Warrant)
Warrant
	(Street Address)
	(City)	(State)	(Zip Code)

EX-10.50

EXHIBIT 10.50

GUARANTY AGREEMENT

This GUARANTY AGREEMENT, dated as of November 30, 2006 (this “Guaranty Agreement”), made by EquityCo, L.L.C., a Nevada limited liability company (the “Guarantor”), in favor of the Mezzanine Investors (as such term is defined in the Investor Rights Agreement, defined below) (the “Mezzanine Investors”), and Post Advisory Group, L.L.C., a Delaware limited liability company (its successors and assigns and any other financial institution reasonably acceptable to the Mezzanine Investors, the “Collateral Agent”), is entered into pursuant to that certain Amended and Restated Investor Rights Agreement, dated as of November 30, 2006 (as amended, supplemented or otherwise modified from time to time, the “Investor Rights Agreement”), by and among MezzCo, L.L.C., a Nevada limited liability company (the “Company”), the Guarantor, and the Securityholders identified therein.  Capitalized terms used herein but not otherwise defined herein shall have the meaning ascribed thereto in the Investor Rights Agreement.

RECITALS

WHEREAS, the Guarantor has agreed that it will be a guarantor of the Company’s obligations to the Mezzanine Investors in connection with the Investor Rights Agreement; and

WHEREAS, the Company has received substantial benefit from the issuance of  Warrants to the Mezzanine Investors and the other transactions contemplated by the Restructuring Documents, and Guarantor, as the managing member of the Company, is expected to benefit, directly or indirectly, from such transactions;

NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guarantor hereby agrees with the Mezzanine Investors and the Collateral Agent, as follows:

1.     Guaranty.  The Guarantor hereby irrevocably, absolutely and unconditionally guarantees to the Mezzanine Investors and each of their respective successors, transferees and assigns, as obligor and not merely as a surety, the prompt and complete payment (as and when due and payable) of (i) the obligation of the Company to pay the Redemption Price (as defined in the Warrants) prior to the expiration of the Put Demand Period (as defined in the Warrants) and (ii)  any indebtedness arising under the Put Note (as defined in the Warrant) issued or deemed to be issued pursuant to the Warrants (or any other instruments at any time evidencing any of the obligations referenced in clause (i) or (ii), the “Guaranteed Obligations”) and agrees to pay on demand any and all reasonable costs and expenses (including reasonable fees and out-of-pocket expenses of one outside legal counsel and one outside Nevada counsel for the Collateral Agent and the Mezzanine Investors) which may be paid or incurred by the Collateral Agent or any Mezzanine Investor in collecting, enforcing or exercising any available remedies in respect of any or all of the Guaranteed Obligations and the obligations of the Guarantor under this Guaranty Agreement (its “Guaranty”).  The Guarantor acknowledges and agrees that this Guaranty constitutes a guaranty of payment when due and not of collection, and waives any right to require any resort of the Mezzanine Investors or the Collateral Agent to any of the Collateral (as such term is defined in that certain Pledge Agreement, between the Collateral Agent and the

1

Guarantor, dated as of the date hereof), (the “Collateral”) held as security of the Guaranteed Obligations.

2.     Obligations Unconditional.  The Guarantor hereby guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Warrants, regardless of: (a) any law now or hereafter in effect in any jurisdiction affecting any such terms or the rights of any Mezzanine Investor with respect thereto, or the obligations and liabilities or validity or enforceability of any of the Guaranteed Obligations and the Warrants, or any agreement or instrument relating thereto; (b) any change in the time, manner, or place of payment of, or in any other term in respect of, all or any of the Guaranteed Obligations or any other documents or instruments executed in connection with or related to the Guaranteed Obligations; (c) any exchange or release of, or non-perfection of any lien on or in, any Collateral, if any, or any release or amendment or waiver of or consent to any departure from any other guaranty, for all or any of the Guaranteed Obligations; or (d) any other circumstances which might otherwise constitute a defense (including a surety defense) available to, or a discharge of, the Company in respect of the Guaranteed Obligations or of the Guarantor in respect of its Guaranty other than the prompt or complete payment in full of such obligations.

This Guaranty Agreement is a continuing guaranty and shall remain in full force and effect until: (a) the prompt and complete payment in full of all the Guaranteed Obligations, and (b) the payment of the other expenses required to be paid by the Guarantor pursuant to Section 1 of this Guaranty Agreement.  This Guaranty Agreement shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment, or any part thereof, of any of the Guaranteed Obligations is rescinded or is required by any Governmental Authority to be returned by the Collateral Agent or any Mezzanine Investor upon or in connection with the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company, the Guarantor or otherwise, all as though such payment had not been made.

The obligations and liabilities of the Guarantor under this Guaranty Agreement shall not be conditioned or contingent upon the pursuit by the Collateral Agent, any Mezzanine Investor or any other Person at any time of any right or remedy against the Company or any other Person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any Collateral, if any, or other security or guarantee therefore, if any, or right of set off which respect thereto.

The Guarantor hereby consents and agrees that, without the necessity of any reservation of rights against the Guarantor and without notice to or further assent by the Guarantor, any demand for payment of any of the Guaranteed Obligations made by the Collateral Agent or any Mezzanine Investor may be rescinded by the Collateral Agent or such Mezzanine Investor and any of the Guaranteed Obligations continued after such rescission.

3.     Waivers.  The Guarantor hereby waives, to the fullest extent permitted by law, (a) promptness and diligence; (b) notice of or proof of reliance by the Collateral Agent or any Mezzanine Investor upon the Guaranty or acceptance of the Guaranty; (c) notice of the incurrence of any Guaranteed Obligations by the Company or the renewal, extension or accrual of any Guaranteed Obligations; (d) notice of any actions taken by the Company or any other party under the Warrants, or any other agreement or instrument relating to the Guaranteed

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Obligations; (e) except to the extent required by Applicable Law, presentment, all other notices, demands and protests, and all other formalities of every kind in connection with the enforcement of the Guaranteed Obligations or of the obligations of the Guarantor hereunder, the omission of or delay in which, but for the provisions of this Section 3 might constitute grounds for relieving the Guarantor of its obligations hereunder; (f) the failure to perfect any security interest in any of the Collateral; and (g) any requirement that the Collateral Agent of any Mezzanine Investor protect, secure, perfect or insure any lien on any Collateral subject thereto or exhaust any right or take any action against the Company or any other Person or any Collateral, if any.  The Mezzanine Investors and the Collateral Agent may, at their election, foreclose on any Collateral by one or more non-judicial or judicial sales, accept an assignment of any Collateral in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodations with the Company or Guarantor or exercise any other right or remedy available to them against the Company or Guarantor, without affecting or impairing in any way any liability of Guarantor hereunder, except to the extent the Guaranteed Obligations have been paid in full.  Pursuant to Applicable Law, Guarantor waives any defense arising out of any foregoing election even though such election operates, pursuant to Applicable Law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of Guarantor against the Company or any Collateral.

4.     Subrogation.  The Guarantor will not exercise any rights which it may acquire by way of subrogation under this Guaranty Agreement, whether acquired by any payment made hereunder, by any set-off or application of funds of the Guarantor by the Collateral Agent, by any Mezzanine Investor or otherwise, until (a) the prompt and complete payment in full of the Guaranteed Obligations and (b) the payment of all other reasonable costs and expenses required to be paid by the Guarantor pursuant to Section 1 hereof.  If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Guaranteed Obligations and all such other expenses shall not have been paid in full, such amount shall be held in trust by Collateral Agent for the benefit of the Mezzanine Investors, shall be segregated from the other funds of the Guarantor and shall forthwith upon receipt by Guarantor, be paid over to the Collateral Agent for the benefit of the Mezzanine Investors in exact form received by Guarantor (and duly endorsed by Guarantor to the Collateral Agent for the benefit of the Mezzanine Investors, if required) to be credited and applied by the Collateral Agent against the Guaranteed Obligations in accordance with the Warrants, whether matured or unmatured, and all such other expenses in accordance with the terms of this Guaranty Agreement.

5.     Limitation of Liability.  The maximum amount of liability that can be incurred by the Guarantor hereunder shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder voidable under fraudulent conveyance or fraudulent transfer laws of the Untied States Bankruptcy Code or any comparable provision of any applicable state law.

6.     No Waiver; Cumulative Remedies.  No failure or delay on the part of the Collateral Agent or any Mezzanine Investor, in exercising any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder.  The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

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7.     Amendments, Waivers and Consents.  Any provision in this Guaranty Agreement, the Warrants, or the other Restructuring Documents to the contrary notwithstanding, changes in or additions to this Guaranty Agreement may be made, and compliance with any covenant or provision herein set forth may be omitted or waived only in accordance with Section 9 of the Investor Rights Agreement.  Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

8.     Addresses for Notices, Etc.  All notices, requests, demands and other communications provided for hereunder shall be in writing and mailed (by first class registered or certified mail, postage prepaid), sent by express or overnight mail or courier service or electronic facsimile transmission with a copy by mail, or delivered to the applicable party at the addresses indicated below:

If to the Guarantor:

EquityCo, L.L.C.

c/o OpBiz, L.L.C.

3667 Las Vegas Boulevard South

Las Vegas, Nevada  89109

Attention:  Joshua Revitz c/o Debbie Faint

Telecopier No.: (702) 785-5080

With a copy to:

Greenberg Traurig LLP

200 Park Avenue

New York, New York 10166

Attn: Joseph Kishel, Esq.

Telecopier No.: (212) 801-6400

If to the Collateral Agent:

Post Advisory Group, L.L.C.

11755 Wilshire Boulevard Suite 1400

Los Angeles, CA 90025

Attention: Carl Goldsmith

Telephone: (310) 996-9600

Telecopier: (310) 996-9669

With a copy to:

Proskauer Rose LLP

One International Place

Boston, MA 02110

Attention: Stephen A. Boyko, Esq.

Telecopier: (617) 526-9899

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If to any other Mezzanine Investor:

at such Mezzanine Investor’s address for notice as set forth in the transfer records of the Company, or, as to each of the foregoing, at such other address as shall be designated by such Person in a written notice to the other party complying as to delivery with the terms of this Section.  All such notices, requests, demands and other communications shall, when mailed or sent, respectively, be effective (i) three days after being deposited in the mails or (ii) one Business Day after being deposited with the express overnight mail or courier service or sent by electronic facsimile transmission (with receipt confirmed), respectively, addressed as aforesaid.

9.             Binding Effect; Assignment.  This Guaranty Agreement shall be binding upon and inure to the benefit of the Mezzanine Investors and their respective successors, endorsees, transferees and assigns.  Except as expressly set forth herein, nothing in this Guaranty Agreement shall confer any claim, right, interest or remedy on any third party or inure to the benefit of any third party.

10.           Severability.  The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

11.           Governing Law.  This Guaranty Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York.

12.           Headings.  Article, Section and subsection headings in this Guaranty Agreement are included herein for convenience of reference only and shall not constitute a part of this Guaranty Agreement for any other purpose.

13.           Counterparts.  This Guaranty Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and each of the parties hereto may execute this Guaranty Agreement by signing any such counterpart.

14.           Number and Gender.  Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa.

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IN WITNESS WHEREOF, the parties hereto have executed this Guaranty Agreement as of the date first above written.

GUARANTOR:
EQUITYCO, L.L.C.
By:
	Name:
	Title:

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COLLATERAL AGENT:
	POST ADVISORY GROUP, L.L.C., as Collateral
	Agent
	By:
	Name:	Lawrence A. Post
	Title:	Chief Investment Officer

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EX-10.51

EXHIBIT 10.51

PLEDGE AGREEMENT

This Pledge Agreement (this “Agreement”) dated as of November 30, 2006 by and between Post Advisory Group, L.L.C., a Delaware limited liability company (its successors and assigns and any other financial institution reasonably acceptable to the Mezzanine Investors, the “Collateral Agent”) for the benefit of the Mezzanine Investors (as defined in the Investor Rights Agreement, defined below) (the “Mezzanine Investors”) and EquityCo, L.L.C., a Nevada limited liability company, having an office at 3667 Las Vegas Boulevard South, Las Vegas, NV 89109 (“Pledgor”).

BACKGROUND TO THE AGREEMENT

Pledgor, MezzCo, L.L.C., a Nevada limited liability company and subsidiary of the Pledgor (the “Company”) and the Securityholders named therein have entered into or are entering into that certain Amended and Restated Investor Rights Agreement dated as of November 30, 2006 (as amended, modified, restated or supplemented from time to time, the “Investor Rights Agreement”) which agreement sets forth certain rights and obligations with respect to the Warrants (as defined in the Investor Rights Agreement) (the “Warrants”).

In order to induce the Mezzanine Investors to consummate the transactions contemplated by the Restructuring Documents (as such term is defined in that certain Restructuring Agreement (the “Restructuring Agreement”), dated as of the date hereof, by and among Pledgor, the Company and the Securityholders described therein) (the “Restructuring Documents”), Pledgor has agreed to pledge and grant a security interest to Collateral Agent for the ratable benefit of the Mezzanine Investors in the Collateral (as hereinafter defined).

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.             Definitions.

All capitalized terms used herein which are not defined shall have the meanings given to them in the Investor Rights Agreement.

2.             Pledge and Grant of Security Interest.

To secure the full and punctual payment and performance of the Put Right (as defined in the Warrants), including any obligation under the Put Notes (as defined in the Warrants) and the termination or satisfaction of the Put Right (the “Warrant Obligations”), Pledgor hereby pledges and grants at first priority security interest to Collateral Agent for the ratable benefit of the Mezzanine Investors in all of its right, title and interest in and to all of the following (the “Collateral”):

(a)           the membership interests of the Company set forth on Schedule A annexed hereto and expressly made a part hereof (the “Pledged Interests”), (including the certificate or other instrument representing the Pledged Interests), together with all dividends, cash,

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instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Interests; and

(b)           all additional membership interests of any issuer of the Pledged Interests (the “Issuer”) from time to time acquired by the Pledgor in any manner, including, without limitation, dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of membership interests, splits, spin-offs or split-offs (which additional membership interests shall be deemed to be part of the Collateral, whether or not represented by a certificated security or other instrument), and the certificates or other instruments representing such additional membership interests, if any, and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such membership interests; and

(c)           all options and other Equity Interests of the Issuer, whether as an addition to, in substitution of or in exchange for the Pledged Interests.

Notwithstanding the foregoing, the pledge and grant of the security interest herein above shall become effective immediately upon the satisfaction of the condition set forth in Section 23(d)(i) hereof.

3.             Delivery of Collateral; Acknowledgement by Issuer; Distributions.

(a)           Delivery of Collateral.  The Pledgor shall cause each certificate evidencing the Pledged Interests to be delivered to the Collateral Agent’s Custodian (defined below) in the State of Nevada as directed in writing by the Collateral Agent, accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent.  Pledgor hereby authorizes the Issuer upon written demand by Collateral Agent to deliver any certificates or other distributions of Equity Interests issued by the Issuer to Pledgor evidencing or constituting Collateral directly to Collateral Agent, in each case to be held and applied by Collateral Agent or its Custodian in accordance with the terms hereof and applicable Gaming Laws.  Collateral Agent agrees to hold (or cause its Custodian to hold) all certificates evidencing the Collateral within the State of Nevada at all times during the team of this Agreement.  Upon the occurrence and during the continuance of any Event of Default (as defined in Section 7 hereof), subject to the Gaming Laws and the requirements of the Gaming Authorities, Collateral Agent shall have the right, at any time in its discretion and without prior notice to the Pledgor, to register in the name of Collateral Agent or any of its nominees any or all of the Pledged Interests.  In addition, Collateral Agent shall have the right at any time to require the Pledged Interests to be certificated (if not already certificated or evidenced by an existing instrument), or to exchange existing certificates or instruments representing or evidencing Pledged Interests (if any) for certificates or instruments of smaller or larger denominations.  As used herein, “Custodian” shall mean, subject to the requirements of applicable Gaming Laws, any Person appointed by the Collateral Agent, subject to approval by the Mezzanine Investors, to be the custodian in the State of Nevada of any certificates representing the Pledged Interests.

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(b)           Acknowledgement and Covenants by Issuer.  Issuer hereby acknowledges and agrees that (i) the Pledged Interests have been pledged to Collateral Agent for the ratable benefit of the Mezzanine Investors in connection with the Restructuring Documents and the transactions contemplated thereunder and (ii) it will notify the Collateral Agent promptly in writing of the occurrence of any Event of Default with respect to the Pledged Interests issued by Issuer.

(c)           Distributions.  Subject to Section 3(a) and Section 6 hereof, the Pledgor shall be permitted to (i) receive, retain and utilize distributions on the Pledged Interests made by the Issuer for any purpose not prohibited by the Investor Rights Agreement.

4.             Representations and Warranties of Pledgor.

Pledgor represents and warrants to Collateral Agent on the Effective Date (as hereinafter defined) that:

(a)           Pledgor has the necessary limited liability company power and authority to enter into this Agreement, to pledge the Collateral for the purposes described herein and to carry out the transactions contemplated by this Agreement.

(b)           The execution, delivery and performance by Pledgor of this Agreement and the pledge of the Collateral hereunder have been (i) duly and properly authorized by all necessary limited liability company action and (ii) do not and will not result in any violation of any material agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to Pledgor.

(c)           This Agreement constitutes the legal, valid and binding obligation of Pledgor and is enforceable against Pledgor in accordance with its terms.

(d)           Pledgor is the direct and beneficial owner of all of the Pledged Interests.

(e)           All of the Pledged Interests have been validly issued or pledged to Pledgor and otherwise created.

(f)            This Agreement creates and grants a valid first priority Lien on and a security interest in the Collateral and the proceeds thereof, subject to no prior Lien, other than (i) Liens created under this Agreement and (ii) inchoate tax liens on Equity Interests arising by operation of state law (collectively, “Permitted Liens”).

(g)           Except for the restrictions on transfers required pursuant to the Gaming Laws and restrictions expressly set forth in the Investor Rights Agreement, there are no restrictions on the transfer of the Pledged Interests contained in the articles of organization or operating agreement of the Issuer pursuant to this Agreement which have not otherwise been enforceably and legally waived by the necessary parties.

(h)           None of the Pledged Interests has been issued or transferred by Pledgor in violation of the Gaming Laws or any securities laws of any jurisdiction to which such issuance or transfer may be subject.

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(i)            There are no pending or, to Pledgor’s knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which could reasonably be expected to materially adversely affect the aggregate value of the Collateral.

(j)            Except for the required notices to, filings with and consents, authorizations and approvals from the Commission pursuant to the Gaming Laws and other consents, notices and filings specified in Schedule C attached hereto, no consent, approval or authorization of any Person and no consent, authorization, approval or other action by, and no notice to or filing with, any Governmental Authority is required by the Pledgor either (i) to perfect the security interest of the Collateral Agent in the Collateral pursuant to this Agreement (except for the filing of a Uniform Commercial Code financing statement with the Secretary of State of the State of Nevada to perfect the Collateral Agent’s security interest in the Collateral) or for the execution, delivery or performance of the Pledgor of this Agreement or (ii) for the exercise by the Collateral Agent of the voting or other rights or the remedies in respect of the Collateral provided for pursuant to this Agreement, except as may be required under any applicable securities laws relating to the offer and sale of securities generally in connection with the sale or other disposition of the Collateral.

(k)           The Pledged Interests constitute one hundred percent (100%) of the issued and outstanding membership interests of the Issuer, as set forth on Schedule A annexed hereto.

(l)            Except as set forth on Schedule B, as of the date hereof, there are no existing options or warrants (other than the Warrants described in the Investor Rights Agreement) or other Equity Interests evidencing any Pledged Interests and no indebtedness or securities convertible into any Pledged Interests.

(m)          The Pledgor will, at all times, cause the Issuer to provide in its operating agreement or other applicable organizational document that all Pledged Interests of the Issuer will be “securities” under Article 8 of the Uniform Commercial Code of the State of Nevada.

(n)           None of the Pledged Interests will constitute “uncertificated securities” as defined in Article 8 of the Uniform Commercial Code of the State of New York (the “New York UCC”).

The representations and warranties set forth in this Section 4 shall survive the execution and delivery of this Agreement.

5.             Covenants.

Until such time as all of the Warrant Obligations have been paid and performed in full (including the termination or satisfaction of the Put Right), Pledgor shall:

(a)           Not sell, assign, transfer, convey, hypothecate or otherwise dispose of any part of the Collateral or any of its rights or interest in or to the Collateral, except any issuances permitted by Sections 5(e) hereof; nor create, incur or permit to exist any Lien whatsoever with respect to any of the Collateral or the proceeds thereof other than Permitted Liens.

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(b)           At Pledgor’s sole cost and expense, defend Collateral Agent’s right, title and security interest in and to the Collateral against the claims of any Person and keep the Collateral free from all Liens, except for Permitted Liens.

(c)           At any time, and from time to time, upon the written request of Collateral Agent, execute and deliver such further documents and do such further acts and things as Collateral Agent may reasonably request in order to effect the purposes of this Agreement including, but without limitation, and subject to all applicable laws, the Gaming Laws and the requirements of the Nevada Gaming Authorities, delivering to Collateral Agent upon the occurrence and during the continuance of any Event of Default, subject to the application of the irrevocable proxies in respect of the Collateral in form satisfactory to Collateral Agent.  Subject to the requirements of the Gaming Authorities and applicable laws, this Agreement hereby constitutes Pledgor’s proxy to Collateral Agent or its nominee to vote all membership interests (at the direction and on behalf of the Majority Holders) arising from ownership of the Collateral then registered in Pledgor’s name upon the occurrence and during the continuance of any Event of Default.

(d)           Within two (2) Business Days of receipt thereof by Pledgor, deliver to Collateral Agent all notices and statements which contain material information pertaining to the security interest of the Collateral Agent in the Collateral or its rights and remedies hereunder.

(e)           Without the prior written consent of the Majority Holders, not consent to, approve or permit the issuance by the Issuer of (i) any additional membership interests or other Equity Interests of the Issuer; (ii) any securities convertible either voluntarily by the holder thereof or automatically upon the occurrence or nonoccurrence of any event or condition into, or any securities exchangeable for, any such membership interests; or (iii) any warrants, options, contracts or other commitments entitling any person to purchase or otherwise acquire any such membership interests, except, in each case, for any issuances to Pledgor of any of the foregoing Equity Interests made in exchange for capital contributions from Pledgor to the Issuer pursuant to Section 7.1 of the Investor Rights Agreement.

6.             Voting Rights and Dividends.

In addition to Collateral Agent’s rights and remedies set forth in Section 8 hereof, upon the occurrence and during the continuance of any Event of Default, the Collateral Agent shall be entitled, subject to the Gaming Laws and the requirements of the Nevada Gaming Authorities and only until such Event of Default is cured or waived, (a) to vote the Collateral, (b) to give consents, waivers and ratifications in respect of the Collateral (Pledgor hereby irrevocably constituting and appointing Collateral Agent, with full power of substitution, the proxy and attorney-in-fact of Pledgor for such purposes) and (c) to collect and receive and apply to the outstanding  cash dividends and other distributions constituting Collateral and apply them to the Warrant Obligations in accordance with the Investor Rights Agreement.  Pledgor shall not be permitted to exercise or refrain from exercising any voting rights or other powers in respect of the Collateral if, in the reasonable judgment of Collateral Agent acting in good faith, such action would have a material adverse effect on the aggregate value of the Collateral.  Upon the occurrence and during the continuation of an Event of Default, subject to the Gaming Laws and the requirements of the Nevada Gaming Authorities, all dividends and all other distributions

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constituting any of the Collateral, whenever paid or made, shall be delivered to Collateral Agent to hold as Collateral and shall, if received by the Pledgor, be received in trust for the benefit of Collateral Agent, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to Collateral Agent as Collateral in the same form as so received (with any necessary endorsement).

7.             Events of Default.

The term “Event of Default” wherever used herein shall include (i) any breach of any term, representation, warranty or covenant of this Agreement and (ii) any failure to perform or satisfy the Warrant Obligations (until such time as each such Event of Default is cured or waived).  Following the occurrence and during the continuance of an Event of Default, Pledgor shall use commercially reasonable efforts in cooperating with, and not in any manner oppose any actions taken by or on behalf of, the Collateral Agent in connection with the enforcement of its rights and remedies hereunder conducted in a manner that does not violate applicable laws (including Gaming Laws), the efforts of Collateral Agent in obtaining all approvals from the Gaming Authorities or any other Governmental Authority that are required by law for or in connection with any action or transaction, which may be taken by the Collateral Agent under this Agreement or by Article 9 of the New York UCC and, at Collateral Agent’s request after and during the continuance of an Event of Default, to prepare, sign and file with the Nevada Gaming Authorities the transferor’s portion of any application or applications for consent to the transfer of control thereof necessary or appropriate under applicable Gaming Laws for approval of any sale or transfer of the Pledged Interests pursuant to the exercise by the Collateral Agent on behalf of the Mezzanine Investors of any  remedies hereunder and under the Restructuring Documents and the enforcement by the Collateral Agent on behalf of the Mezzanine Investors of any other rights or remedies hereunder.

8.             Remedies.

Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent, on behalf of the Mezzanine Investors and subject to Gaming Laws and the requirements of the Nevada Gaming Authorities applicable to the exercise by the Collateral Agent of its rights and remedies hereunder, shall, at the request of the Majority Holders:

(a)           Demand, collect, receipt for, settle, compromise, adjust, sue for, foreclose or realize upon the Collateral (or any part thereof);

(b)           Transfer any or all of the Collateral into its name for the benefit of the Mezzanine Investors, or into the name of its nominee or nominees;

(c)           Exercise all rights with respect to the Collateral including, without limitation, all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any membership interests constituting the Collateral as if it were the absolute owner thereof, including, but without limitation, the right to exchange, at its discretion, any or all of the Collateral upon the merger, consolidation, reorganization, recapitalization or other readjustment of the Issuer thereof, or upon the exercise by the Issuer of any right, privilege or option pertaining to any of the Collateral, and, in connection therewith, to deposit and deliver

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any and all of the Collateral with any committee, depository, transfer agent, registrar or other designated agent upon such terms and conditions as it may determine, all without liability except to account for property actually received by it; and

(d)           Subject to the requirements of applicable laws, the Gaming Laws and the requirements of the Nevada Gaming Authorities, sell, assign and deliver to any Person, the whole or, from time to time, any part of the Collateral at the time held by Collateral Agent, at any private or public sale or auction, with or without demand, advertisement or notice of the time or place of sale or adjournment thereof or otherwise (all of which are hereby waived, except such notice as is required by applicable laws and cannot be waived), for cash or credit or for other property for immediate or future delivery, and for such price or prices and on such terms as are reasonably acceptable to the Majority Holders, in each case, in accordance with applicable laws.

To the fullest extent permitted by Applicable Law, the Gaming Laws and the requirements of the Nevada Gaming Authorities, Pledgor hereby waives and releases any and all right or equity of redemption, whether before or after sale hereunder.  At any such sale, unless expressly prohibited by applicable laws (including the Gaming Laws and the requirements of the Nevada Gaming Authorities), and subject to Sections 9 and 10 hereof, Collateral Agent may bid for and purchase the whole or any part of the Collateral so sold free from any such right or equity of redemption.  All moneys received by Collateral Agent hereunder whether upon sale of the Collateral or any part thereof or otherwise shall be held by Collateral Agent and applied by it as provided in Section 11 hereof.  No failure or delay on the part of Collateral Agent in exercising any rights hereunder shall operate as a waiver of any such rights nor shall any single or partial exercise of any such rights preclude any other or future exercise thereof or the exercise of any other rights hereunder.  Subject to the Gaming Laws and the requirements of the Nevada Gaming Commission, Collateral Agent shall have no duty as to the collection or protection of the Collateral or any income thereon nor any duty as to preservation of any rights pertaining thereto, except to apply the funds in accordance with the requirements of Section 11 hereof and comply with the applicable provisions of applicable laws.  Collateral Agent may exercise its rights with respect to property held hereunder without resort to other security for or sources of reimbursement for the Warrant Obligations.  In addition to the foregoing, Collateral Agent shall have all of the rights, remedies and privileges of a secured party under applicable laws regardless of the jurisdiction in which enforcement hereof is sought.

9.             Registration Rights; Public Sale.  If upon the occurrence and during the continuation of an Event of Default the Majority Holders shall instruct the Collateral Agent to exercise their right to sell any or all of the Pledged Interests pursuant to this Agreement, and if in the opinion of the Collateral Agent it is necessary or advisable to have the Pledged Interests, or that portion thereof to be sold, and registered under the provisions of the Securities Act of 1933, as amended (the “Securities Act”), subject to applicable Gaming Laws and the express requirements of the Nevada Gaming Authorities, the Pledgor will cause the Issuer upon receipt of a written request of the Collateral Agent to (i) execute and deliver, and cause the managers, directors, officers and members, as applicable, of the Issuer to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the reasonable opinion of the Collateral Agent, necessary or advisable to register the Pledged Interests, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) use its commercially reasonable best efforts to cause the registration statement relating thereto to

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become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Interests, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Collateral Agent, are necessary or advisable, and in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto.  Pledgor agrees to cause the Issuer to comply with the provisions of the securities or “Blue Sky” laws of any and all jurisdictions which the Collateral Agent shall designate, and to make available to the Mezzanine Investors, as soon as practicable, an earning statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

10.           Private Sale; Further Assurances

(a)           Pledgor recognizes that the Collateral Agent may be unable to effect a public sale of any or all of the Pledged Interests, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may desire to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment, and not with a view to the distribution or resale thereof.  Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale, and notwithstanding such current circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner provided that such private sale does not violate applicable laws.  The Collateral Agent may take any measures deemed necessary by the Collateral Agent, in its reasonable discretion, to comply with any requirement, limitation or restriction under any applicable securities laws (including the Securities Act) in connection with such sale as it may be reasonably advised by counsel is required in order to avoid any violation of any such applicable securities laws (including, without limitation, compliance with procedures under applicable securities laws (if any) that may restrict the number of prospective bidders and purchasers, require that such prospective bidders and purchasers have certain qualifications, and restrict such prospective bidders and purchasers to Persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of such Pledged Interests).  At or before any private sale, the Collateral Agent may require that prospective bidders establish, to the Collateral Agent’s reasonable satisfaction, that they are investors which qualify as purchasers of the Pledged Interests under the Securities Act, any other applicable securities laws or any exemption thereunder.  The Collateral Agent shall be under no obligation to delay a sale or any of the Pledged Interests for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so.

(b)           Pledgor agrees to use its commercially reasonable best efforts to do or cause to be done all such other acts as may be necessary to make such public or private sale of all or any portion of the Pledged Interests pursuant to this Agreement valid and binding and in compliance with any and all other applicable requirements of law, the Gaming Laws, and the requirements of the Nevada Gaming Authorities.  Pledgor further agrees that a breach of any of the covenants contained in either Section 9 or Section 10 of this Agreement will cause irreparable injury to the Collateral Agent and the Mezzanine Investors, that the Collateral Agent and the Mezzanine Investors have no adequate remedy at law in respect of such breach, and, as a

8

consequence, that each and every covenant contained in Section 9 and Section 10 shall be specifically enforceable against Pledgor, and Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that (i) no Event of Default has occurred or (ii) the exercise by the Collateral Agent of its rights and remedies violated the terms of this Agreement or applicable laws.

(c)           If notice of disposition is required by applicable laws be given, such notice shall be sufficient and commercially reasonable if given to the Pledgor by or on behalf of the Collateral Agent at least ten (10) days prior to the proposed disposition.

(d)           The Collateral Agent may, on the request of the Majority Holders,  purchase any or all of the Pledged Interests sold at any public sale or, to the extent permitted by applicable laws, at any private sale.

(e)           The Collateral Agent shall not be obligated to make any sale pursuant to any notice given and may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be resumed upon notice to the Pledgor at any time and place to which the same may be so adjourned in a commercially reasonable manner.

(f)            At any sale, the Collateral Agent shall have the right to transfer to the purchaser thereof the Pledged Interests sold.

(g)           At any sale, the Pledged Interests may be sold in one lot as an entirety or in separate portions, as the Majority Holders may reasonably determine in good faith and in a commercially reasonable manner.

11.           Proceeds of Sale.

Subject to the Gaming Laws and the requirements of the Nevada Gaming Authorities, the proceeds of any collection, recovery, receipt, appropriation, realization, disposition or sale of the Collateral following the occurrence and during the continuance of an Event of Default shall be applied by Collateral Agent as follows:

(a)           First, to the payment of all reasonable costs, expenses and charges of Collateral Agent and to the reimbursement of Collateral Agent for the prior payment of such costs, expenses and charges incurred in connection with the care and safekeeping of any of the Collateral (including, without limitation, the expenses of any sale or other proceeding, the expenses of any taking, reasonable attorneys’ fees and expenses, court costs, any other fees or expenses reasonably incurred or expenditures or advances made by Collateral Agent and the Mezzanine Investors in the protection, enforcement or exercise of its rights, powers or remedies hereunder) with interest on any such reimbursement at the rate prescribed in the Warrants as the  Default Rate from the date of payment.

(b)           Second, to the payment of the other Warrant Obligations, in whole or in part, in accordance with the Warrants.

9

(c)           Third, to such Persons (if any) as required by Section 9-615(a)(3) of the New York UCC.

(d)           Fourth, to the extent of any surplus thereafter remaining, to Pledgor or as a court of competent jurisdiction may direct.

In the event that the proceeds of any collection, recovery, receipt, appropriation, realization or sale are insufficient to satisfy the Warrant Obligations, Pledgor shall be liable for the deficiency plus the reasonable costs and fees of any attorneys employed by Collateral Agent and/or the Mezzanine Investors to collect such deficiency.

12.           Waiver of Marshaling.

Pledgor hereby waives any right to compel any marshaling of any of the Collateral.

13.           Collateral Agent Appointed Attorney-In-Fact and Performance by Collateral Agent.

Upon the occurrence and during the continuance of an Event of Default, and subject to the Gaming Laws, the requirements of the Nevada Gaming Authorities, Pledgor hereby irrevocably constitutes and appoints Collateral Agent as Pledgor’s true and lawful attorney-in-fact, with full power of substitution, to execute, acknowledge and deliver any instruments evidencing or pertaining to the Collateral and to do in Pledgor’s name, place and stead, all such acts, things and deeds for and on behalf of and in the name of Pledgor, which Pledgor could or might do or which Collateral Agent may deem necessary or desirable to accomplish the purposes of this Agreement, including, without limitation, to execute such instruments of assignment or transfer or orders and to register, convey or otherwise transfer title to the Collateral into Collateral Agent’s name for the benefit of and to be held in trust for the Mezzanine Investors.  Pledgor hereby ratifies and confirms all that said attorney-in-fact may so do and hereby declares this power of attorney to be coupled with an interest and irrevocable.  If Pledgor fails to perform any agreement herein contained, Collateral Agent, at the request of the Majority Holders, may itself perform or cause performance thereof, and any reasonable costs and expenses of Collateral Agent incurred in connection therewith shall be paid by Pledgor as provided in Section 24 hereof.

14.           Termination; Further Assurances.

This Agreement shall terminate upon the payment and performance in full of all the Warrant Obligations to the Mezzanine Investors (including, the termination or satisfaction of the Put Right (as defined in the Warrants) in accordance with the terms of the Warrants).  Upon such termination, the Collateral Agent shall promptly return, at Pledgor’s expense, such Collateral as has not theretofore been sold, disposed of or otherwise applied pursuant to this Agreement and shall execute and deliver, at the Pledgor’s expense, any instruments, agreements and other documents reasonably requested by the Pledgor to terminate any Liens of the Collateral Agent on any of the Collateral.

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15.           Concerning Collateral Agent.

The recitals of fact herein shall be taken as statements of Pledgor for which Collateral Agent assumes no responsibility.  Collateral Agent makes no representation to anyone as to the value of the Collateral or any part thereof or as to the validity or adequacy of the security afforded or intended to be afforded thereby or as to the validity of this Agreement.  Collateral Agent shall be protected in relying upon any notice, consent, request or other paper or document believed by it to be genuine and correct and to have been signed by a proper person.  The permissive rights of Collateral Agent hereunder shall not be construed as duties of Collateral Agent.  Collateral Agent shall be under no obligation to take any action toward the enforcement of this Agreement or rights or remedies in respect of any of the Collateral.  Collateral Agent shall not be personally liable for any action taken or omitted by it in good faith and reasonably believed by it to be within the power or discretion conferred upon it by this Agreement.

16.           Notices.

Any notice or other communication (“Notice”) may be given to Pledgor or to Collateral Agent at their respective addresses set forth below.  Any Notice, request, demand, direction or other communication to be given to or made upon any party hereto under any provision of this Agreement shall be given or made by telephone or in writing (which includes by means of electronic transmission (i.e., email) or facsimile transmission.  Any such Notice must be delivered to the applicable parties hereto at the addresses and numbers set forth under their respective names hereof.  Any Notice shall be effective:

(a)           In the case of hand-delivery, when delivered;

(b)           If given by mail, five (5) days after such Notice is deposited with the United States Postal Service, with first-class postage prepaid, return receipt requested;

(c)           In the case of a telephonic Notice, when a party is contacted by telephone, if delivery of such telephonic Notice is confirmed no later than the next Business Day by hand delivery, a facsimile or electronic transmission, or an overnight courier delivery of a confirmatory Notice (received at or before noon on such next Business Day);

(d)           In the case of a facsimile transmission, when sent to the applicable party’s facsimile machine’s telephone number, if the party sending such Notice receives confirmation of the delivery thereof from its own facsimile machine;

(e)           In the case of electronic transmission, when actually received;

(f)            If given by any other means (including by overnight courier), when actually received.

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If to Collateral Agent:
	Post Advisory Group, L.L.C.
	11755 Wilshire Boulevard Suite 1400
	Los Angeles, CA 90025
	Attention: Carl Goldsmith
	Telephone: (310) 996-9600
	Telecopier: (310) 996-9669
with a copy to:	Proskauer Rose LLP
	One International Place
	Boston, MA 02110
	Attention: Stephen A. Boyko, Esq.
	Telecopier: (617) 526-9899
If to Pledgor:	EquityCo, L.L.C.
	c/o OpBiz, L.L.C.
	3667 Las Vegas Boulevard South
	Las Vegas, Nevada 89109
	Attention: Joshua Revitz c/o Debbie Faint
	Telecopier No.: (702) 785-5080
with a copy to:	Greenberg Traurig LLP
	200 Park Avenue
	New York, New York 10166
	Attention: Joseph Kishel, Esq.
	Telecopier No.: (212) 801-6400

17.           Governing Law.

This Agreement and all rights and obligations hereunder shall be governed by and construed and enforced in all respects in accordance with the laws of the State of New York. Notwithstanding the foregoing, matters of law in this Agreement that are related to gaming in Nevada shall be governed by the Nevada Gaming Control Act (NRS Chapter 463)(the “Act”) and the regulations (the “NGC Regulations” and together with the Act collectively the “Gaming Laws”) of the Nevada Gaming Commission (the “Commission”) as enforced by the State Gaming Control Board (the “Board” and together with the Commission collectively the “Nevada Gaming Authorities”) in their current form and as they may hereafter be amended from time to time.

18.           Waivers.

(a)           EACH PARTY HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION

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HEREWITH, OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OTHER AGREEMENT EXECUTED OR DELIVERED BY THEM IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE AND EACH PARTY HERETO HEREBY AGREES AND CONSENTS THAT ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

(b)           To the fullest extent permitted by Applicable Law, Pledgor waives any rights to interpose any defense, counterclaim or offset of any nature and description which it may have or which may exist between and among Collateral Agent, the Mezzanine Investors, and/or Pledgor with respect to Pledgor’s obligations under this Agreement which arise from or relate to (i) the failure of consideration, enforceability (except for any such defense or counterclaim arising or existing with respect to Section 23(d)), payment (other than the indefeasible cash payment of the Warrant Obligations), statute of limitations, accord and satisfaction, usury or (ii) the exercise by the Collateral Agent of its rights and remedies hereunder in accordance with this Agreement and applicable laws.

(c)           Pledgor waives any and all rights to demand for payment and any right to notice of the exercise of any of the rights or remedies by or on behalf of the Collateral Agent including with respect to any sale or disposition of Collateral or of any default, except to the extent expressly provided herein.

19.           Jurisdiction.

EACH OF THE PLEDGOR AND THE COLLATERAL AGENT EXPRESSLY CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS IN THE STATE OF NEW YORK SITTING IN THE COUNTY OF NEW YORK AND THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY ANY MATTER OR CLAIM IN ANY WAY ARISING OUT OF, RELATED TO OR CONNECTED WITH THIS AGREEMENT.  EACH OF THE PLEDGOR AND THE COLLATERAL AGENT FURTHER CONSENTS THAT ANY SUMMONS, SUBPOENA OR OTHER PROCESS OR PAPERS (INCLUDING, WITHOUT LIMITATION, ANY NOTICE OR MOTION OR OTHER APPLICATION TO EITHER OF THE AFOREMENTIONED COURTS OR A JUDGE THEREOF) OR ANY NOTICE IN CONNECTION WITH ANY PROCEEDINGS HEREUNDER, MAY BE SERVED IN THE MANNER PROVIDED IN SECTION 16 HEREOF.  EACH OF THE COLLATERAL AGENT AND THE PLEDGOR WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY SUCH ACTION INSTITUTED HEREON AND SHALL NOT ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION OR VENUE OR BASED UPON FORUM NON CONVENIENS.

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20.           No Waiver; Cumulative Remedies.

Any and all of Collateral Agent’s and the Mezzanine Investors’ rights with respect to the Liens granted under this Agreement shall continue unimpaired, and Pledgor shall be and remain obligated in accordance with the terms hereof, notwithstanding (a) the bankruptcy, insolvency or reorganization of Pledgor, (b) the release or substitution of any item of the Collateral at any time, or of any rights or interests therein, or (c) any delay, extension of time, renewal, compromise or other indulgence granted by Collateral Agent and the Mezzanine Investors in reference to any of the Warrant Obligations.  Pledgor hereby waives all notice of any such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consents to be bound hereby as fully and effectively as if Pledgor had expressly agreed thereto in advance.  No failure on the part of Collateral Agent or the Mezzanine Investors to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right, power or remedy by Collateral Agent and the Mezzanine Investors preclude any other or further exercise thereof or the exercise of any right, power or remedy.  All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law.

21.           Severability.

In case any security interest or other right of Collateral Agent and/or the Mezzanine Investors shall be held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other security interest or other right, privilege or power granted under this Agreement.  In the event that any provision of this Agreement or the application thereof to Pledgor or any circumstance in any jurisdiction governing this Agreement shall, to any extent, be invalid or unenforceable under any applicable statute, regulation, or rule of law, such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform to such statute, regulation or rule of law, and the remainder of this Agreement and the application of any such invalid or unenforceable provision to parties, jurisdictions, or circumstances other than to whom or to which it is held invalid or unenforceable shall not be affected thereby, nor shall same affect the validity or enforceability of any other provision of this Agreement.

22.           Counterparts; Facsimiles.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same instrument.  Any signature delivered by a party by facsimile transmission shall be deemed an original signature hereto.

23.           Miscellaneous.

(a)           This Agreement constitutes the entire and final agreement among the parties with respect to the subject matter hereof and neither this Agreement nor any term hereof may be changed, discharged or terminated orally, but only by an instrument in writing, signed by Collateral Agent and Pledgor.  No waiver of any term or condition of this Agreement, whether by delay, omission or otherwise, shall be effective unless in writing and signed by the party

14

sought to be charged, and then such waiver shall be effective only in the specific instance and for the purpose for which given.

(b)           This Agreement shall be binding upon Pledgor, and Pledgor’s successors and permitted assigns, and shall inure to the benefit of Collateral Agent, the Mezzanine Investors and their successors and permitted assigns.  Neither this Agreement nor any rights or obligations of the Pledgor or any of the Pledgor’s successors and assigns may be assigned without the express written consent of the Collateral Agent.  The term “Collateral Agent”, as used herein, shall include any successor or assign of Collateral Agent at the time entitled to the pledged interest in the Collateral.

(c)           The headings and captions in this Agreement are for purposes of reference only and shall not constitute part of this Agreement for any other purpose.

(d)           Pledgor and Collateral Agent further agree that:

(i)            This Agreement and the transactions, rights, obligations contemplated hereunder shall not be effective in any respect until the date on which the Agreement is approved in writing by the Commission a (the “Effective Date”).  A copy of such approval shall be delivered to the Pledgor;

(ii)           Notwithstanding approval by the Commission pursuant to paragraph (d)(i), other approvals may be required before certain transactions relating to this Agreement may occur, including, but not limited to, the following:

(1)           Any re-registration or action similar to re-registration of the Pledged Interests must be approved in advance by the Nevada Gaming Authorities in accordance with NRS 463.510 and NGC Regulation 8A.040;

(2)           Any foreclosure, sale, transfer, or other disposition of the Pledged Interests, including surrender of possession by the Custodian of the certificates evidencing the Pledged Interests, must be approved in advance by the Commission in accordance with NRS 463.510 and NGC Regulation 8A.020 and 8A.030, and shall not be effective unless so approved; and

(3)           Pursuant to NGC Regulation 8A.040, the payment or receipt of any money or other thing of value constituting any part of the consideration for the transfer or acquisition of the Pledged Interests must be approved in advance by the Commission and the Board, except that such consideration may be placed in escrow pending the necessary approvals;

(4)           Any amendment to this Agreement; and

(e)           Notwithstanding any term or provision in this Agreement or any other Transaction Document, the certificate(s) representing the Pledged Interests shall at all times

15

remain physically within the State of Nevada with the Collateral Agent or its Custodian at a location designated to the Board and shall be made available by the Collateral Agent for inspection by employees or agents of the Board immediately upon request during normal business hours.

24.           Expenses.

The Collateral shall also secure, and Pledgor shall pay to Collateral Agent on demand, from time to time, all reasonable out-of-pocket costs and expenses (including but not limited to, reasonable attorneys’ fees of one legal counsel to the Mezzanine Investors and one Nevada counsel to the Mezzanine Investors) and costs, taxes, and all transfer, recording, filing and other charges) of, or incidental to, the custody, care, transfer, administration of the Collateral, or in any way relating to the enforcement, protection or preservation of the rights or remedies of Collateral Agent and the Mezzanine Investors under this Agreement or with respect to any of the other Restructuring Documents.

25.           Recapture.

Anything in this Agreement to the contrary notwithstanding, if Collateral Agent and/or the Mezzanine Investors receive any payment or payments on account of the Warrant Obligations, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential or otherwise set aside by any Governmental Authority and/or required by any Governmental Authority to be repaid to a trustee, receiver, or any other party under the United States Bankruptcy Code, as amended, or any other federal or state bankruptcy, reorganization, moratorium or insolvency law relating to or affecting the enforcement of creditors’ rights generally, common law or equitable doctrine, then to the extent of any sum not finally retained by Collateral Agent and/or the Mezzanine Investors, Pledgor’s obligations to Collateral Agent and the Mezzanine Investors shall be reinstated and this Agreement shall remain in full force and effect (or be reinstated) until payment shall have been made to Collateral Agent, which payment shall be due on demand.

26.           Gaming Laws and Gaming Authorities.   The exercise of all rights, remedies, powers and privileges of the Collateral Agent and the Mezzanine Investors hereunder are subject to all applicable Gaming Laws and applicable requirements of Gaming Authorities.

27.           Acknowledgment of Issuer.   The acknowledgment of the Company to this Agreement is made solely for the purposes of acknowledging Section 3(b) hereof.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first written above.

EQUITYCO, L.L.C.

a Nevada limited liability company

By:

Name: Douglas Teitelbaum

Title: Manager

POST ADVISORY GROUP, L.L.C., as Collateral Agent

By:

Name: Lawrence A. Post

Title: Chief Investment Officer

AGREED AND ACKNOWLEGED:
MEZZCO, L.L.C.
a Nevada limited liability company
By:	Equity Co, L.L.C.,
	a Nevada limited liability company
	its sole member
By:
Name: Douglas Teitelbaum
Title: Manager

SCHEDULE A

PLEDGED INTEREST

Equity	Percentage of Pledgor’s interests in Equity pledged	Certificate No.
MezzCo, L.L.C.	100%	1

SCHEDULE B

OPTIONS AND WARRANTS

None.

SCHEDULE C

ADDITIONAL NOTICES AND FILINGS

None.

EX-10.52

Exhibit 10.52

RELEASE, WAIVER AND CONSENT AGREEMENT

This Release, Consent and Waiver Agreement (this “Agreement”) is dated as of November 30, 2006 (the “Effective Date”), by and among EQUITYCO, L.L.C., a Nevada limited liability company (“EquityCo”), MEZZCO, L.L.C., a Nevada limited liability company (the “Company”),  OPBIZ, L.L.C., a Nevada limited liability company (the “Subsidiary Guarantor”) the noteholders a party to this Agreement (the “Purchasers”), the warrantholders party to this Agreement (the “Warrantholders”, and together with the Purchasers, the “Securityholders”) and Post Advisory Group, LLC, a Delaware limited liability company (the “Collateral Agent”).  Capitalized terms used herein but not otherwise defined herein shall have the meaning ascribed thereto in the Investor Rights Agreement (as defined below).

R E C I T A L S:

WHEREAS, the Securityholders and the Company have entered into that certain Securities Purchase Agreement dated as of August 9, 2004 (as amended, supplemented or otherwise modified from time to time, the “Purchase Agreement”) pursuant to which the Purchasers purchased (i) an aggregate $87,000,000 in Senior Subordinated Secured Notes (the “Notes”) and (ii) warrants (“Warrants”) to purchase an aggregate of 17,500 of the Company’s units (subject to adjustment and increase as provided in the Warrants) representing membership interests in the Company, consisting of, Class B Units or if the holder so elects, either Class A Units or a combination of Class A Units and Class B Units exercisable at a price per unit of $.01;

WHEREAS, the Notes were secured by (i) the Security Interest, as defined in and pursuant to that certain Security Agreement, dated as of August 9, 2004, as amended by that certain Amendment to Agreement, dated as of August 9, 2004, in each case executed by the Company in favor of the Collateral Agent (the “Security Agreement”), and (ii) that certain Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing, dated as of August 9, 2004, executed by the Company in favor of the Trustee (as defined therein) for the benefit of the Collateral Agent, as Beneficiary thereunder (the “Deed of Trust”).

WHEREAS, the Notes were guaranteed by the Subsidiary Guarantor pursuant to that certain Guaranty Agreement dated as of August 9, 2004, by and among the Subsidiary Guarantor in favor of the Purchasers and the Collateral Agent (the “Guaranty Agreement”);

WHEREAS, in order to induce the Collateral Agent and the Securityholders to consummate the transactions contemplated by the Purchase Agreement, the Company and the Collateral Agent entered into that certain Pledge Agreement dated as of August 9, 2004 (the “Pledge Agreement”), whereby the Company agreed to pledge and grant a security interest to the Collateral Agent for the ratable benefit of the Purchasers in the Collateral (as defined in the Pledge Agreement);

WHEREAS, The Company has requested the Securityholders agree to a one-time limited waiver of certain defaults of the Company under that certain Amended and Restated Loan and Facilities Agreement dated as of August 9, 2004 by and between OpBiz, the Lenders signatory thereto from time to time and The Bank of New York, Asset Solutions Division, as administrative agent and collateral agent, and any successor agent appointed thereto from time to

time, such defaults as disclosed in BH/RE L.L.C.’s (a Nevada limited liability company) Form 10-Q for the period ended June 30, 2006 (the “Disclosed Default”);

WHEREAS, pursuant to Section 2.1(a) of the Purchase Agreement, the Notes are scheduled to mature on August 9, 2011 and the Company is not permitted to voluntarily redeem the Notes on the date hereof, as further provided in Section 2.6.2 of the Purchase Agreement;

WHEREAS, the Company has indicated (i) its desire to enter into that certain credit facility with Column Financial Inc., in the aggregate principal amount of up to $820,000,000 (the “Refinancing”), and (ii) that it desires to use a portion of the proceeds to voluntarily redeem the Notes in full on the date hereof for an aggregate cash payment equal to $150,000,000 (the “Prepayment”);

WHEREAS, in connection with the SPA Termination, as defined below, and the Refinancing, the Company and the Warrantholders have determined that it is in their best interest to, and hereby agree to enter into, an Amended and Restated Investor Rights Agreement dated as of the date hereof (the “A&R Investor Rights Agreement”) and to amend and restate the Warrants (each an “A&R Warrant” and collectively the “A&R Warrants”);

WHEREAS, the Company has requested that (i) the Purchasers consent to the Refinancing and the Prepayment, (ii) the Securityholders agree to a one-time limited waiver of the Disclosed Default, (iii) the Purchasers agree to terminate the Securities Purchase Agreement in its entirety (the “SPA Termination”), (iv) the Securityholders release and terminate the Guaranteed Obligations, as defined in, and pursuant to the Guaranty Agreement (the “Guaranty Release”), (v) the Securityholders release and terminate the Company’s pledge of the Collateral, as defined in, and pursuant to the Pledge Agreement (the “Pledge Release”), (vi) the Securityholders release their Security Interest, as defined in, and pursuant to, the Security Agreement (the “Security Release”), (vii) the Securityholders release and terminate the Deed of Trust (the “Real Property Release”), and (viii) the Securityholders release the Securities Account, as defined in, and pursuant to, that certain Securities Account Control Agreement, dated as of August 9, 2004 (the “Account Control Agreement”) and executed by the Company, the Collateral Agent and Wells Fargo Bank, N.A., as Intermediary thereunder (the “Account Release” and collectively with the Guaranty Release, the Pledge Release, the Security Release and the Real Property Release, the “Releases”);

WHEREAS, the Securityholders have agreed to (i) consent to the Refinancing, Prepayment and the SPA Termination, (ii) waive the Disclosed Default, and (iii) execute the Releases and, in each case subject to the completion by the Company of the Restructuring Conditions, as defined in that certain Restructuring Agreement, dated as of November 30, 2006 (the “Restructuring Agreement”) by and among EquityCo, L.L.C., the Company and the Securityholders (the “Restructuring Conditions”).

NOW, THEREFORE, in consideration of the foregoing and for other consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

2

SECTION 1.           RELEASE.

1.1.        Subsidiary Guaranty Release.  Simultaneously with the occurrence of the Effective Date, without any further action of the Securityholders, the Subsidiary Guarantor shall be released in full from all of each of its respective liabilities, obligations and other indebtedness under the Guaranty Agreement, Purchase Agreement, Notes and the other Notes Documents (as defined in the Purchase Agreement), and the Subsidiary Guaranty shall be  terminated.

1.2.          Parent Pledge Release.  Simultaneously with the occurrence of the Effective Date, without any further action of the Securityholders, the Subsidiary Guarantor shall be released in full from all of its respective liabilities, obligations and other indebtedness under the Pledge Agreement, and the Pledge Agreement shall be terminated.

1.3.          Security Agreement Release.  Simultaneously with the occurrence of the Effective Date, without any further action of the Securityholders, the Company shall be released in full from all of its respective liabilities, rights, obligations, duties and other indebtedness under the Security Agreement, and the Liens created thereunder, and the Security Agreement and the security interest created thereunder shall be terminated.  On the Effective Date the Collateral Agent, at the request and sole expense of the Company, shall deliver to the Company such instruments or documents reasonably requested by the Company acknowledging the satisfaction and termination of the Security Agreement and any such Liens thereunder and shall authorize the Company to file termination statements under the Uniform Commercial Code and will duly assign, transfer and deliver to the Company (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent or held for the account of the Collateral Agent and has not theretofore been sold, assigned, disposed or otherwise applied or released pursuant to the Security Agreement.  Prior to the Effective Date, the Company shall have no authority to file termination, release or other amendments to financing statements without specific written authorization from the Collateral Agent.

1.4.          Real Property Release.  Simultaneously with the occurrence of the Effective Date, without any further action of the Securityholders, the Company shall be released in full from all of its respective liabilities, rights, obligations, duties and other indebtedness under the Deed of Trust, and the Liens created thereunder, and the Deed of Trust shall be terminated.  On the Effective Date, the Collateral Agent, at the request and sole expense of the Company, shall deliver to the Company such instruments or documents reasonably requested by the Company acknowledging the satisfaction and termination of the Deed of Trust and any such Liens thereunder and shall authorize the Company to file and record the Real Property Release and termination statements under the Uniform Commercial Code and will duly assign, transfer and deliver them to the Company.  Prior to the Effective Date, the Company shall have no authority to file or record the Real Property Release or any other termination, release or other amendments to financing statements without specific written authorization from the Collateral Agent.

1.5.          Account Release.  Simultaneously with the occurrence of the Effective Date, without any further action of the Securityholders, the Company shall be released in full from all of its respective liabilities, rights, obligations, duties and other indebtedness under the Account Control Agreement, and the Liens created thereunder.  On the Effective Date, the Collateral Agent, at the request and sole expense of the Company, shall deliver to the Company or any other party to the Account Control Agreement such instruments or documents reasonably

3

requested by the Company acknowledging the satisfaction and termination of the Account Control Agreement and any such Liens thereunder, and the Account Control Agreement shall be hereby terminated.  Prior to the Effective Date, the Company shall have no authority to effect the Account Release specific written authorization from the Collateral Agent.

1.6.          Representations.  The Collateral Agent, on behalf of itself and all other Securityholders, hereby represents, warrants and agrees as follows:

(a)           Complete Release.  For the purpose of implementing the Releases for the Company, the Subsidiary Guarantor and the other Releasees, as defined in the Restructuring Agreement, the Collateral Agent expressly acknowledges that the above Releases are intended to include in their effect, without limitation, any and all Claims which the Collateral Agent does not know or suspect to exist in its favor at this time.

(b)           Capacity.  The Collateral Agent warrants that it has the capacity to contract and to execute this Agreement and the Releases hereunder, and that this Agreement and the Releases hereunder have been freely and willingly made by it following any consultation it may desire to have with counsel of its choice.

(c)           No Assignments.  The Collateral Agent has not assigned, transferred or conveyed to any person or entity any right, interest or obligation thereof with respect to any Claims herein purported to be released and waived.

SECTION 2.           WAIVER AND CONSENT.

2.1           As of the Effective Date, subject to the completion of the Restructuring Conditions in a manner acceptable to the Securityholders, the Collateral Agent and the Securityholders, hereby agree as follows:

                                (a)           Disclosed Default.  The Securityholders expressly grant a one-time limited waiver of the Disclosed Default, and to have waived its right, and the right of the Securityholders to pursue the remedies available to them on account of the Disclosed Default.

(b)           Waiver of Rights.  The Securityholders hereby expressly waive any rights they may have under the Warrants, including any right to enforce any of the provisions thereof, except to the extent such rights or provisions are contained in the A&R Warrants, assuming the A&R Warrants had been issued on the date hereof.

2.2           Subject to the satisfaction of the conditions set forth in Section 3 below, Collateral Agent, for itself and on behalf of the Securityholders hereby consents to: (i) the Refinancing and Prepayment (ii) the SPA Termination, and (iii) the Releases described herein.

SECTION 3.           CONDITIONS TO EFFECTIVENESS OF THIS AGREEMENT; NO WAIVER.

3.1.          This Agreement shall not become effective until the completion of the Restructuring Conditions in a manner acceptable to the Majority Holders in their sole discretion.

3.2           The foregoing Releases, the waiver and the consent described in Section 1 and Section 2 above, shall not (i) be deemed a waiver by the Securityholders of any breach of any

4

representation, warranty or covenant that has occurred or exists under the Purchase Agreement that would constitute a breach of the covenants incorporated by reference into the A&R Warrants, if the A&R Warrants had been issued on the date hereof; or (ii) establish a custom or course of dealing among EquityCo, the Company, or the Subsidiary Guarantor, on the one hand, and the Collateral Agent and the Securityholders or any one of them, on the other hand.

SECTION 4.           MISCELLANEOUS.

4.1.                          Any provision in this Agreement or any of the Restructuring Documents to the contrary notwithstanding, changes in or additions to this Agreement may be made, and compliance with any covenant or provision herein set forth may be omitted or waived only in accordance with Section 9.3 of the A&R Investor Rights Agreement.  Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

4.2.          The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

4.3.          The descriptive headings of the various Sections or parts of this Agreement are for convenience only and shall not affect the meaning or construction of any of the provisions hereof.

4.4.          This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and each of the parties hereto may execute this Agreement by signing any such counterpart.

4.5.          Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa.

4.6.          GOVERNING LAW.  THIS AGREEMENT AND THE OTHER RESTRUCTURING DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK.

4.7.          WAIVER OF JURY TRIAL, ETC.  EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE RESTRUCTURING DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER RESTRUCTURING DOCUMENTS, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT OR ANY OTHER RESTRUCTURING DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.  EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR

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OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4.7.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties have executed this Release, Waiver and Consent Agreement as of the date first above written.

OPBIZ, L.L.C.,
a Nevada limited liability company
	By:	MezzCo, L.L.C,
		its sole member
By:
	Name:
	Title:
MEZZCO, L.L.C.
a Nevada limited liability company
	By:	EquityCo, L.L.C,
		its managing member
By:
	Name:
	Title:

COLLATERAL AGENT:
	POST ADVISORY GROUP, L.L.C., as Collateral
	Agent
	By:
	Name: Lawrence A. Post
	Title: Chief Investment Officer

SECURITYHOLDERS:
	POST TOTAL RETURN MASTER FUND, L.P.
	By:	Post Advisory Group, L.L.C., its General Partner
	By:
		Name: Lawrence A. Post
		Title: Chief Investment Officer
	Address for notices
	11755 Wilshire Boulevard, Suite 1400
	Los Angeles, CA 90025
	POST DISTRESSED MASTER FUND, L.P.
	By:	Post Advisory Group, L.L.C., its General Partner
	By:
		Name: Lawrence A. Post
		Title: Chief Investment Officer
	Address for notices
	11755 Wilshire Boulevard, Suite 1400
	Los Angeles, CA 90025
	STATE OF SOUTH DAKOTA RETIREMENT SYSTEM FUND
	By:	Post Advisory Group, L.L.C., its Authorized Agent
	By:
		Name: Lawrence A. Post
		Title: Chief Investment Officer
	Address for notices
	c/o Post Advisory Group, L.L.C.
	11755 Wilshire Boulevard, Suite 1400
	Los Angeles, CA 90025

DB DISTRESSED OPPORTUNITIES MASTER PORTFOLIO, LTD.
By:	Post Advisory Group, L.L.C., its Authorized Agent
By:
	Name: Lawrence A. Post
	Title: Chief Investment Officer
Address for notices
c/o Post Advisory Group, L.L.C.
11755 Wilshire Boulevard, Suite 1400
Los Angeles, CA 90025
MW POST PORTFOLIO FUND, LTD.
By:	Post Advisory Group, L.L.C., its Authorized Agent
By:
	Name: Lawrence A. Post
	Title: Chief Investment Officer
Address for notices
c/o Post Advisory Group, L.L.C.
11755 Wilshire Boulevard, Suite 1400
Los Angeles, CA 90025
THE OPPORTUNITY FUND, LLC
By:	Post Advisory Group, L.L.C., its Authorized Agent
By:
	Name: Lawrence A. Post
	Title: Chief Investment Officer
Address for notices
c/o Post Advisory Group, L.L.C.
11755 Wilshire Boulevard, Suite 1400
Los Angeles, CA 90025

HFR DS OPPORTUNITY MASTER TRUST
	By:	Post Advisory Group, L.L.C., its Authorized Agent
	By:
		Name: Lawrence A. Post
		Title: Chief Investment Officer
	Address for notices
	c/o Post Advisory Group, L.L.C.
	11755 Wilshire Boulevard, Suite 1400
	Los Angeles, CA 90025
	POST HIGH YIELD, L.P.
	By:	Post Advisory Group, LLC, its General Partner
	By:
		Name: Lawrence A Post
		Title: Chief Investment Officer
	Address for notice:
	c/o Post Advisory Group, LLC
	11755 Wilshire Boulevard, Suite 1400
	Los Angeles, CA 90025
	POST BALANCED FUND, L.P.
	By:	Post Advisory Group, LLC, its General Partner
	By:
		Name: Lawrence A Post
		Title: Chief Investment Officer
	Address for notice:
	c/o Post Advisory Group, LLC
	11755 Wilshire Boulevard, Suite 1400
	Los Angeles, CA 90025

SPHINX DISTRESSED FUND SPC, a Cayman Islands company (in Official Liquidation pursuant to an Order of the Grand Court dated 28 July 2006)

By: Kenneth Krys

Title: Joint Official Liquidator

By: Christopher Stride

Title: Joint Official Liquidator

CONTINENTAL CASUALTY COMPANY
By:
	Name:
	Title:
Address for notices
333 South Wabash Avenue — 23 South
Chicago, IL 60604

CANPARTNERS INVESTMENTS IV, L.L.C.
By:
	Name:
	Title:
Address for notices
c/o Canyon Capital Advisors, L.L.C.
9665 Wilshire Boulevard, Suite 200
Beverly Hills, CA 90212

JOHN HANCOCK HIGH YIELD FUND
By:
	Name:	Ismail Gunes
	Title:	Vice President Investment
	Operations
Address for notices
101 Huntington Avenue
Boston, MA 02199

COCHRAN ROAD, LLC
By:
	Name:	Steven Golub
	Title:	Attorney-in-Fact
Address for notices
225 Broadway, Suite 1515
New York, NY 10007

YORK CREDIT OPPORTUNITIES FUND, L.P.
By:
	Name:	Adam J. Semler
	Title:	Chief Financial Officer
Address for notices
767 Fifth Avenue, 17th Floor
New York, NY 10153

JEFFREY D. BENJAMIN

Address for notices

133 East 64th Street

New York, NY 10021

EX-10.53

Exhibit 10.53

AMENDMENT TO AMENDED AND RESTATED

PLANET HOLLYWOOD RESORT & CASINO

LICENSING AGREEMENT

THIS AMENDMENT TO AMENDED AND RESTATED PLANET HOLLYWOOD RESORT & CASINO LICENSING AGREEMENT (hereinafter referred to as the “Amendment”) is entered into and effective this 30th day of November, 2006 by and among Planet Hollywood International, Inc., a corporation duly organized and existing under the laws of the State of Delaware, having its principal office and place of business at 7598 West Sand Lake Road, Orlando, Florida, 32819, and Planet Hollywood (Region IV), Inc., a corporation duly organized and existing under the laws of the State of Minnesota, having its principal office and place of business at 7598 West Sand Lake Road, Orlando, Florida, 32819 (hereinafter collectively referred to as “PHII”), Planet Hollywood Memorabilia, Inc. (hereinafter referred to as “PHMemo”), a wholly owned subsidiary of PHII duly organized and existing under the laws of the State of Florida, having its principal office and place of business at 7598 West Sand Lake Road, Orlando, Florida, 32819 and OpBiz, L.L.C., a Nevada limited liability company (hereinafter referred to as “HOTEL JV”) having its principal office and place of business at 3667 Las Vegas Blvd. South, Las Vegas, Nevada, 89109.

PREAMBLE

A. The parties hereto entered into an Amended and Restated Planet Hollywood Resort & Casino Licensing Agreement on August 9, 2004 (the “Agreement”) concerning the licensing of certain intellectual property in connection with the ownership and operation of the Planet Hollywood Resort & Casino complex located at 3667 Las Vegas Blvd. South, Las Vegas, Nevada; and

B. HOTEL JV is in the process of pursuing a refinancing, and in connection therewith and in order to accommodate same, the parties have agreed to amend certain terms and provisions of the Agreement as set forth herein.

NOW, THEREFORE, for good and valuable consideration, and for and in consideration of the mutual promises, covenants and undertakings herein set forth, PHII, PHMemo and HOTEL JV agree as follows:

1.             Definitions: Unless otherwise defined herein or the context requires otherwise, capitalized terms utilized herein shall have the meanings ascribed thereto in the Agreement.

2.             Amendments: Subject to the terms and conditions set forth herein, the Agreement is hereby amended as follows:

(a)  Section 1.2 is hereby deleted in its entirety and replaced with the following new Section 1.2:

“1.2. Subject to the provisions of this Agreement, the License Rights granted herein shall be exclusive to HOTEL JV and its permitted successors, assigns and sublicenses for the operation of a hotel or hotel with a gaming casino within Clark County, Nevada.””

(b)  Section 1.3 of the Agreement is hereby amended by deleting such clause in its entirety and replacing it with the following new Section 1.3:

“1.3 Subject to the provisions of this Agreement, HOTEL JV shall have the right to grant non-transferable sublicenses to use THE MARKS and the DOMAIN NAMES in connection with the identification, management, operation, advertising and promotion of the Complex, the Time Share Premises and the Bazaar Site to: (a) PH Fee Owner, LLC; (b) Starwood or one or more of Starwood’s affiliates or subsidiaries as appropriate or necessary (hereinafter referred to as “STARWOOD”); (c) Manager (and any successor Manager) (d) Central Florida Investments, Inc. (and any successor developer of the Time Share Premises); (e) BZ Clarity Theatrical - LV, LLC; and (f) Boulevard Invest, LLC (with respect to Boulevard Invest, LLC such use as defined and as set forth in the Agreement and Amendment to Construction, Operation and Reciprocal Easement Agreement dated on or about August 17, 2005) and for no other business or non-business purposes whatsoever and in accordance with Section 7, which sublicenses shall be in a form and content reasonably acceptable to PHII.

(c)  Section 1.4 of the Agreement is hereby amended by deleting such clause in its entirety and replacing it with “Intentionally Omitted.”

(d)  Section 2.1 is hereby deleted in its entirety and replacing it with the following new Section 2.1 :

“2.1         Commencing upon the occurrence of each of: (a) the completion of the interior rebranding; and (b) the operation of the Complex as a Planet Hollywood using THE MARKS (the “Reopening”), as consideration for the use of THE MARKS, the DOMAIN NAMES, THE MEMO and the other contributions of PHII and PHMemo hereunder, HOTEL JV shall pay PHII an amount (the “Continuing Fee”) equal to one and 75/100 percent (1.75%) of HOTEL JV’s Non-Casino Gross Receipts (as such term is defined in Section 2.2 below) without set-off or deduction therefrom at PHIIYs principal place of business in Orlando, Florida (unless otherwise agreed by PHII). The Continuing Fee shall be paid quarterly in arrears and shall be due and payable quarterly to PHII on the first day of each such quarter. Notwithstanding the foregoing, if prior to the Reopening, HOTEL JV opens an attraction with paid admission using THE MEMO or THE MARKS, HOTEL JV shall pay to PHII a Continuing Fee (payable quarterly as set forth above) based solely on the Gross Receipts of such attraction (and excluding all other “Non-Casino Gross Receipts” (defined below)) until the Reopening.”

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(e)           Section 3.1 of the Agreement is hereby amended by deleting such clause in its entirety and replacing it with “Intentionally Omitted.”

(f)            Section 5.1 is hereby amended by deleting the sentence “The costs of casing, framing, displays, installation, supervision and other services provided by PHII or PHMemo under this Section 5 shall be paid by HOTEL JV solely from the $90 million of “Renovation Capital Expenditures” required to be made by HOTEL JV under the Loan Agreement.”  In addition, the following sentence shall be added to the end of Section 5.1:

“Notwithstanding anything contained in this Agreement to the contrary, in no event shall more than ten percent (10%) of the fair market value of THE MEMO located within the Complex be revolving at any given time during the term of this Agreement in connection with any Swap Outs.”

(g)           Section 16.1 is hereby deleted in its entirety and replacing it with the following new Section 16.1:

“16.1.  All notices or other communications required or permitted under this Agreement shall be made in writing and shall be deemed given (a) upon delivery, if sent by (1) personal delivery, (2) courier (e.g., overnight delivery) or (3) certified mail, return receipt requested, postage and registration fees prepaid and correctly addressed to the parties at the following addresses (b) upon sending, if sent by telecopier to a party at the number listed below for such party (with a telecopier machine or computer generated confirmation sheet retained by the sender):

If to PHII:	Mr. Robert Earl
or PHMemo	Chairman and Chief Executive Officer
	Planet Hollywood International, Inc.
	7598 West Sand Lake Road
	Orlando, Florida 32819
	Telecopier: (407) 351-4511
	with a copy to:
	General Counsel
	Planet Hollywood International, Inc.
	7598 West Sand Lake Road
	Orlando, Florida 32819
	Telecopier:

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If to HOTEL JV:	Mr. Michael Mecca
	President and Chief Executive Officer
	OpBiz, LLC
	3667 Las Vegas Blvd. South
	Las Vegas, Nevada 89109
	Telecopier: (702) 785-5080
With a copy to:	Mr. Doug Teitelbaum
	Bay Harbour Management, LC
	885 Third Avenue, 34th Floor
	New York, NY 10022
	Telecopier: (212) 371-7497
With a copy to:	General Counsel
	OpBiz, LLC
	3667 Las Vegas Blvd. South
	Las Vegas, NV 89109
	Telecopier:   (702) 785-5936

(h) Section 17.l(b) of the Agreement is hereby amended by deleting such clause in its entirety and replacing it with “Intentionally Omitted.”

3.  Ratification: The Agreement, as amended herein, shall remain in full force and effect and is hereby ratified and affirmed in all respects.

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WITNESS WHEREOF, the parties have hereunto signed this Amendment as of the day and year first written herein.

		PLANET HOLLYWOOD
		INTERNATIONAL, INC,,
		a Delaware corporation
		PLANET HOLLYWOOD
		MEMORABILIA, INC.,
		a Florida corporation
		PLANET HOLLYWOOD
		(REGION IV), INC.,
		a Minnesota corporation
		OPBIZ, L.L.C.
		a Nevada Limited Liability company
		By:	/s/  Donna Lehmonn
		Name: Donna Lehmonn
		Title: EVP / CFO

AMENDMENT TO AMENDED AND RESTATED PLANET HOLLYWOOD RESORT & CASINO LICENSING AGREEMENT

EX-10.54

Exhibit 10.54

AMENDED AND RESTATED LICENSE SUBORDINATION AGREEMENT

This Amended and Restated License Subordination Agreement (this “Agreement”) is dated November 30, 2006, by and among (i) Planet Hollywood International, Inc., a corporation duly organized and existing under the laws of the State of Delaware, having its principal office and place of business at 7598 West Sand Lake Road, Orlando, Florida 32819, and Planet Hollywood (Region IV), Inc., a corporation duly organized and existing under the laws of the State of Minnesota, having its principal office and place of business at 7598 West Sand Lake Road, Orlando, Florida 32819 (hereinafter collectively referred to as “PHII”), (ii) Planet Hollywood Memorabilia, Inc. (hereinafter referred to as “PHMemo”), a wholly owned subsidiary of PHII duly organized and existing under the laws of the State of Florida, having its principal office and place of business at 7598 West Sand Lake Road, Orlando, Florida 32819, (iii) OpBiz, L.L.C., a Nevada limited liability company (hereinafter referred to as “OpBiz”) having its principal office and place of business at 3667 Las Vegas Boulevard South, Las Vegas, NV 89109, and (iv) the mezzanine investors listed on the signature pages hereto (together with their successors and assigns, the “Mezzanine Investors”).

BACKGROUND

WHEREAS, MezzCo, L.L.C., a Nevada limited liability company and sole parent of OpBiz (the “Company”) and the Securityholders named therein entered into that certain Securities Purchase Agreement dated as of August 9, 2004 (the “Securities Purchase Agreement”), pursuant to which Company issued (i) 16% Senior Subordinated Secured Notes to the Purchasers in the original aggregate principal amount of Eighty Seven Million Dollars ($87,000,000) (the “Notes”, and together with the Securities Purchase Agreement, and all other documents executed and in effect in connection with the Securities Purchase Agreement, the “Notes Documents”), (ii) warrants of the Company for the purchase (subject to adjustment as provided for therein) of an aggregate of 17,500 Units representing Interests consisting of (a) Class B Units of the Company or (b) if the holders thereof so elect, either Class A Units of the Company or a combination of Class A Units and Class B Units, all exercisable at a price per unit of $0.01 (subject to adjustment), as more fully described therein (the “Warrants”) and (iii) upon exercise of the Warrants (or any of them) the issuance of the Warrant Interests referenced therein;

WHEREAS, OpBiz L.L.C., a Nevada limited liability company (“OpBiz”) has licensed a portion of PHMemo’s collection of memorabilia to display and exhibit the memorabilia in the Premises subject to the terms and conditions contained of that certain Amended & Restated Planet Hollywood Hotel & Casino Licensing Agreement dated as of August 9, 2004 by and among PHII, PHMemo and OpBiz (as the same may be amended, supplemented, modified or restated from time to time, and as attached hereto as Exhibit A, the “License Agreement”);

WHEREAS, pursuant to the License Agreement, OpBiz is required to pay, and PHII and PHMemo are entitled to receive, certain fees and other payments for such things and at such times as are specified in the License Agreement;

WHEREAS, in connection with the Notes Documents, OpBiz, PHII and PHMemo agreed to the subordination of all Licensing Obligations to the Guaranteed Obligations, in each case as

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such term is defined or used in that certain License Subordination Agreement, dated as of August 9, 2004  (the “Original License Agreement”);

WHEREAS, the Company has indicated its desire to (i) enter into that certain credit facility with Column Financial Inc., in the aggregate amount of up to $820,000,000 (the “Refinancing”), (ii) use a portion of the proceeds from the Refinancing to voluntarily redeem the Notes in full on the date hereof for an aggregate cash payment equal to $150,000,000 (the “Prepayment”), and (iii) enter into that certain Restructuring Agreement, dated as of the date hereof, by and among the Company, EquityCo and the Securityholders named therein (the “Restructuring Agreement”);

WHEREAS, as an inducement for the Mezzanine Investors to, among other things, consent to the Refinancing, the Prepayment, and the Restructuring Agreement, the Company has agreed, and has caused PHMemo, PHII and OpBiz to agree, to amend and restate the Original License Subordination Agreement and to enter into this Agreement to provide for the subordination of all Licensing Obligations (as defined herein) to the Guaranteed Obligations (as defined in the Guaranty Agreement (the “Guaranteed Obligations”).

AGREEMENTS

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:

1.             Definitions.

1.1          General Terms.  For purposes of this Agreement, the following terms shall have the following meanings:

“Collateral Agent” means Post Advisory Group, L.L.C., its successors and assigns, and     any other financial institution reasonably acceptable to the Mezzanine Investors.

“Default” or “Event of Default” shall mean a breach of any of the terms of the Pledge Agreement.

“Distribution” shall mean any payment made, whether in cash, in kind, securities or any other property, or any security interest granted by OpBiz or any of its Subsidiaries to any PH Party pursuant to the License Agreement or otherwise.

“EquityCo” means EquityCo, L.L.C., a Nevada limited liability company.

“Event of Insolvency” shall have the meaning set forth in Section 2.2(c) hereof.

“Guaranty Agreement” means  that certain Guaranty Agreement, dated as of the date hereof, by and among EquityCo, the Mezzanine Investors, and the Collateral Agent,  and as the same may be amended, modified, restated, or supplemented from time to time.

“Guarantor” shall have the meaning given to such term in the Guaranty Agreement.

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“Licensing Obligations” shall mean all amounts payable to any PH Party pursuant to the Licensing Agreement, including without limitation, the Continuing Fee (as defined in the Licensing Agreement), Retail Royalties (as defined in the Licensing Agreement), liquidated damages pursuant to Section 9.2 of the Licensing Agreement, or interest on overdue payments pursuant to Section 10.2 of the Licensing Agreement.

“Restructuring Documents” shall have the meaning given to such term in the Restructuring Agreement.

“OpBiz Accrual” shall have the meaning set forth in Section 2.2(a) hereof.

“Obligor” shall mean OpBiz, the Company or any Guarantor, and “Obligors” shall mean OpBiz, the Company and the Guarantors, collectively.

“PH Party” shall mean PHII, PHMemo and each of their respective successors and assigns and any other Person(s) at any time or in any manner acquiring any right or interest in any of the Licensing Obligations.

“Pledge Agreement” shall mean the Pledge Agreement dated as of the date hereof by and between the Collateral Agent and EquityCo and acknowledged by the Company.

“Person” shall mean an individual, a partnership, a corporation (including a business trust), a joint stock company, a trust, an unincorporated association, a joint venture, a limited liability company, a limited liability partnership or other entity, or a government or any agency, instrumentality or political subdivision thereof.

1.4          Other Terms.  Capitalized terms used but not otherwise defined herein shall have the meanings given to them in that certain Amended and Restated Investor Rights Agreement between the Company and the Securityholders named therein, dated as of the date hereof (as the same may be amended, modified, restated, or supplemented from time to time, the “Investor Rights Agreement”).

1.5          Certain Matters of Construction.  The terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision.  Any pronoun used shall be deemed to cover all genders.  Wherever appropriate in the context, terms used herein in the singular also include the plural and vice versa.  All references to statutes and related regulations shall include any amendments of same and any successor statutes and regulations.  All references to any instruments or agreements, including, without limitation, references to any of the Restructuring Documents or to the Licensing Agreement shall include any and all modifications or amendments thereto and any and all extensions or renewals thereof permitted by this Agreement.

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2.             Covenants.  OpBiz and each PH Party hereby covenants that until the Guaranteed Obligations have been paid in full and satisfied in cash or cash equivalents acceptable to the Mezzanine Investors, OpBiz shall comply with, and shall cause each Guarantor to comply with, such of the following provisions as are applicable to it.

2.1          Transfers.  Any Person who proposes to acquire any right or interest in the License Agreement or the Licensing Obligations shall, prior to acquiring such interest, execute and deliver a counterpart of this Agreement to each other party hereto.

2.2          Subordination Provisions.  As an inducement to each of the Mezzanine Investors to (i) consent to the Refinancing and the Prepayment, and (ii) enter into the Investor Rights Agreement and the other Restructuring Documents, notwithstanding any other provision of the License Agreement to the contrary, any Distribution with respect to the Licensing Obligations is and shall be expressly junior and subordinated in right of payment to all amounts due and owing upon all Guaranteed Obligations outstanding from time to time in the manner and to the extent set forth herein.

(a)           Payments.  OpBiz shall not make any Distribution in respect of the Licensing Obligations until such time as the Guaranteed Obligations have been paid in full in cash or cash equivalents acceptable to the Mezzanine Investors; provided, however, so long as no Event of Default shall have occurred, any Obligor may pay, and the PH Parties may receive, payments in respect of the Licensing Obligations, as and when due (on a non-accelerated basis), as set forth in the Licensing Agreement.  Following the occurrence of an Event of Default, (i) OpBiz shall not make any Distribution in respect of the Licensing Obligations, except that OpBiz shall accrue such amounts as and when such amounts become due and otherwise payable(an “OpBiz Accrual”), and (ii) no PH Party shall be entitled to receive or retain any such Distribution in respect of the Licensing Obligations, provided, further, that notwithstanding the foregoing restriction, any Obligor may pay and any PH Party shall be entitled to receive and retain any payment in respect of Licensing Obligations that has become due and payable (on a non-accelerated basis) on the earliest to occur of (x) the date on which all such Events of Default have been cured or waived, or (y) payment in full of all Guaranteed Obligations in cash or cash equivalents acceptable to the Mezzanine Investors.

(b)           Limitation on Remedies.  Until such time as the Guaranteed Obligations have been paid in full in cash or cash equivalents acceptable to the Mezzanine Investors, from and during the continuance of an Event of Default, no PH Party shall be entitled to exercise any remedies or commence any action or proceeding to recover any amounts due, or to become due, in respect to the Licensing Obligations; provided that, for purposes of clarification, nothing in this Section 2.2(b) shall prohibit any PH Party from seeking equitable remedies with respect to any obligations under the Licensing Agreement that are not Licensing Obligations (e.g., enforcement of qualify control standards and the like).

(c)           Prior Payment of Guaranteed Obligations in Bankruptcy, etc.  In the event of any insolvency or bankruptcy proceedings relative to any Obligor or its property, or any receivership, liquidation, reorganization or other similar proceedings in connection

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therewith, or, in the event of any proceedings for voluntary liquidation, dissolution or other winding up of any Obligor or distribution or marshalling of its assets or any composition with, or assignment for the benefit of, the creditors of such Obligor whether or not involving insolvency or bankruptcy, or if any Obligor shall cease its operations, call a meeting of its creditors or no longer do business as a going concern (each individually or collectively, an “Event of Insolvency”) then all Guaranteed Obligations shall be paid in full and satisfied in cash or cash equivalents acceptable to the Mezzanine Investors before any Distribution may be made on account of the Licensing Obligations.  During the pendency of any such Event of Insolvency, OpBiz may continue to accrue the OpBiz Accruals, but no Distributions shall be made to the PH Parties during such Event of Insolvency.  Any Distribution in an Event of Insolvency which would, but for the provisions hereof, be payable or deliverable in respect of the Licensing Obligations, shall be paid or delivered directly to the Mezzanine Investors until the Guaranteed Obligations are paid in full in cash or cash equivalents acceptable to the Mezzanine Investors, at which time the Mezzanine Investors shall deliver to the PH Parties any surplus to which they are then entitled.

(d)           Acceleration of Guaranteed Obligations.  In the event any Guaranteed Obligations become due and payable, whether by acceleration, maturity or otherwise, no Distribution shall thereafter be made on account of the Licensing Obligations until such due and payable Guaranteed Obligations shall have been paid in full in cash or cash equivalents acceptable to the Mezzanine Investors, provided, however, that OpBiz shall be permitted to accrue such amounts until such time as such due and payable Guaranteed Obligations shall have been paid as set forth herein.

(e)           Power of Attorney.  To enable the Mezzanine Investors to assert and enforce their rights hereunder in any proceeding referred to in Section 2.2(c) or upon the happening of any Event of Insolvency, the Collateral Agent, with the power to appoint its substitute, is hereby irrevocably appointed attorney-in-fact for each PH Party (in such capacity, the “Proxy”) with full power to act in the place and stead of such PH Party, including the right to make, present, file and vote such proofs of claim against any Obligor on account of all or any part of the Licensing Obligations as the Proxy may deem advisable and to receive and collect any Distributions other payments made thereon and to apply the same on account of the Guaranteed Obligations in accordance with the provisions of Section 2.2(c) hereof.  Each PH Party will execute and deliver to the Proxy such instruments as may be required by the Mezzanine Investors to enforce their right to receive any and all payments in respect of the Licensing Obligations in accordance with the provisions of Section 2.2(c) hereof, to effectuate the aforesaid power of attorney and to effect collection of any and all Distributions or other payments which may be made at any time on account thereof, and each PH Party hereby irrevocably appoints the Proxy as the lawful attorney and authorizes the Proxy to execute financing statements on behalf of such PH Party and hereby further authorizes the Proxy to file such financing statements in any appropriate public office.

(f)            Payments Held in Trust.  Should any Distribution or the proceeds thereof, in respect of the Licensing Obligations, be collected or received by any PH Party or any Affiliate (as such term is defined in Rule 405 of Regulation C adopted by the Securities and Exchange Commission pursuant to the Securities Act of 1933) of any PH Party at a time when

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such PH Party is not permitted to receive any such Distribution or proceeds thereof including if the same is collected or received when there is or would be after giving effect to such payment an Event of Default, then such PH Party will forthwith deliver, or cause to be delivered, the same to the Mezzanine Investors until the Guaranteed Obligations are paid in full in cash or cash equivalents acceptable to the Mezzanine Investors in precisely the form held by such PH Party (except for any necessary endorsement) and until so delivered, the same shall be held in trust by such PH Party, or any such Affiliate, as the property of the Mezzanine Investors and shall not be commingled with other property of such PH Party or any such Affiliate.

(g)           Scope of Subordination  The provisions of this Agreement are solely to define the relative rights of the Mezzanine Investors and the PH Parties.  Nothing in this Agreement shall impair, as between OpBiz and the PH Parties the unconditional and absolute obligation of OpBiz to punctually pay, or cause the payment by any other Obligor, of all obligations owing under the Licensing Agreement in accordance with the terms thereof, subject to the rights of the Mezzanine Investors under this Agreement.

(h)           Until the Guaranteed Obligations have been paid in full, each PH Party further agrees as follows:

(i)            the PH Parties shall not be entitled to a claim for rejection damages of any kind upon termination of the License Agreement in a proceeding referred to in Section 2.2(c) hereof, in any Event of Insolvency or otherwise;

(ii)           the PH Parties shall consent to the assumption and/or assignment of the License Agreement by or to (x) OpBiz as debtor or debtor-in-possession (or any trustee appointed in respect thereof) and/or the substitution of the Mezzanine Investors for OpBiz under the License Agreement, or (y) EquityCo or any wholly owned subsidiary of EquityCo, or otherwise in connection with a sale of OpBiz, whether in a proceeding referred to in Section 2.2(c) hereof, in connection with any Event of Insolvency or otherwise;

(iii)          the PH Parties agree that the term “Lenders” (as defined in the License Agreement) shall mean and be a reference to the Mezzanine Investors, with the effect being that all rights and remedies in the License Agreement reserved for the Lenders will instead be rights and remedies of the Mezzanine Investors (by way of example and not of limitation, the non-competition obligations of OpBiz should not terminate unless and until the Guaranteed Obligations have been paid in full).  In furtherance thereof, all references to the terms “Loan Agreement” and “Obligations” in the License Agreement will instead be deemed to be references to “Pledge Agreement” and “Guaranteed Obligations”, respectively (in all cases, as such terms are used and defined in the License Agreement); and

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(iv)          the PH Parties cannot terminate the License Agreement upon commencement of a proceeding referred to in Section 2.2(c) hereof or during an Event of Insolvency.

3.             Miscellaneous.

3.1          Legends.  From and after the date hereof, each PH Party shall cause the License Agreement to contain a provision to the following effect:

“This Agreement and all rights, remedies, powers and privileges of PHII and PHMemo hereunder are and shall be subject in all respects to the Amended and Restated License Subordination Agreement dated as of November 30, 2006 and entered into among the Mezzanine Investors specified therein, PHII, PHMemo and HOTEL JV (the “A&R License Subordination Agreement”).  The A&R License Subordination Agreement provides, among other things, that notwithstanding anything in this Agreement to the contrary, that upon the occurrence and during the continuance of certain Defaults or Events of Default under the Pledge Agreement, no cash payments may be made by HOTEL JV to PHII or PHMemo in respect of any amounts due and owing pursuant to this Agreement, including, without limitation, in respect of the Continuing Fee, Retail Royalties, liquidated damages pursuant to Section 9.2 hereof, or interest on overdue payments pursuant to Section 10.2 hereof.”

Proof of compliance with the foregoing shall be promptly given to the Mezzanine Investors.

3.2          Intentionally Omitted.

3.3          Survival of Rights.  The right of the Mezzanine Investors to enforce the provisions of this Agreement shall not be prejudiced or impaired by any act or omitted act of any Obligor or any Mezzanine Investor including forbearance, waiver, consent, compromise, amendment, extension, renewal, or taking or release of security in respect of any Guaranteed Obligations or noncompliance by any Obligor with such provisions, regardless of the actual or imputed knowledge of the Mezzanine Investors.

3.4          Receipt of Agreements.  Each PH Party hereby acknowledges that it has delivered to the Mezzanine Investors a correct and complete copy of the License Agreement as in effect on the date hereof.  Each PH Party hereby acknowledges receipt of a correct and complete copy of each of the Restructuring Documents as in effect on the date hereof.

3.5          No Amendment of Licensing Agreement.  Until such time as the Guaranteed Obligations are paid in full in cash or cash equivalents acceptable to the Mezzanine

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Investors, no Obligor and no PH Party shall enter into any amendment to or modification of the License Agreement, without the prior written consent of the Mezzanine Investors.

3.6          Amendments to Restructuring Documents.  Nothing contained in this Agreement, or in any other agreement or instrument binding upon any of the parties hereto, shall in any manner limit or restrict the ability of the Mezzanine Investors from increasing or changing the terms of the Guaranteed Obligations under the Restructuring Documents, or to otherwise waive, amend or modify the terms and conditions of any of the Restructuring Documents, in such manner as the Mezzanine Investors and the Obligors shall mutually determine.  Each PH Party hereby consents to any and all such waivers, amendments, modifications and compromises, and any other renewals, extensions, indulgences, releases of collateral or other accommodations granted by the Mezzanine Investors to the Obligors from time to time, and agrees that none of such actions shall in any manner affect or impair the subordination established by this Agreement in respect of the Licensing Obligations.

3.7          Notices.  Any notice or other communication required or permitted pursuant to this Agreement shall be deemed given (a) when personally delivered to any officer of the party to whom it is addressed, (b) on the earlier of actual receipt thereof or three (3) days following posting thereof by certified or registered mail, postage prepaid, or (c) upon actual receipt thereof when sent by a recognized overnight delivery service or (d) upon actual receipt thereof when sent by facsimile to the number set forth below with telephone communication confirming receipt and subsequently confirmed by registered, certified or overnight mail to the address set forth below, in each case addressed to each party at its address set forth below or at such other address as has been furnished in writing by a party to the other by like notice:

If to the Mezzanine Investors:
	To the address specified next to each Mezzanine Investor’s signature on the signature pages hereto
with a copy to:
	Proskauer Rose LLP
	One International Place
	Boston, MA 02110
	Attention: Stephen A. Boyko, Esq.
	Telephone:	(617) 526-9770
	Facsimile:	(617) 526-9899
If to the PH Parties:
	Mr. Robert Earl
	Chairman and Chief Executive Officer
	Planet Hollywood International, Inc.
	7598 West Sand Lake Road
	Orlando, Florida 32819
	Facsimile:	(407) 351-4511

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with a copy to:
	Mark S. Helm, Esq.
	Vice President & General Counsel
	Planet Hollywood International, Inc.
	7598 West Sand Lake Road
	Orlando, Florida 32819
	Facsimile:    (407) 345-1115
If to any Obligor:	Mr. Robert Earl
	Chairman and Chief Executive Officer
	Planet Hollywood International, Inc.
	7598 West Sand Lake Road
	Orlando, Florida 32819
	Facsimile:    (407) 351-4511
with copies to:	Mr. Doug Teitelbaum
	Bay Harbour Management, LC
	885 Third Avenue, 34th Floor
	New York, NY 10022
	Facsimile:    (212) 371-7497
	Greenberg Traurig LLP
	200 Park Avenue
	New York, New York 10166
	Attention: Joseph Kishel, Esq.
	Facsimile No.: (212) 801-6400

3.8          Books and Records.  The PH Parties shall (a) furnish the Mezzanine Investors, upon request from time to time, a statement of the account between the PH Parties on the one hand and OpBiz on the other hand and (b) give the Mezzanine Investors, upon their request, full and free access to the books of the PH Parties pertaining only to such accounts, with the right to make copies thereof.

3.9          Binding Effect; Other.  This Agreement shall be a continuing agreement, shall be binding upon and shall inure to the benefit of the parties hereto from time to time and their respective successors and assigns, shall be irrevocable and shall remain in full force and effect until the Guaranteed Obligations shall have been satisfied or paid in full in cash or cash equivalents acceptable to the Mezzanine Investors, but shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any amount paid by or on behalf of OpBiz with regard to the Guaranteed Obligations is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of OpBiz, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee, custodian, or similar officer, for any Obligor or any substantial part of its property, or otherwise, all as though such payments had not been made.  No action which the Mezzanine Investors or any Obligor may take or refrain from taking with respect to the Guaranteed Obligations, including any amendments thereto, shall affect the provisions of this Agreement or the obligations of the PH Parties hereunder.  Any waiver or amendment hereunder must be evidenced by a signed writing of the party to be bound thereby, and shall only be

9

effective in the specific instance.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of laws provisions.  The headings in this Agreement are for convenience of reference only, and shall not alter or otherwise affect the meaning hereof.

4.             Representations and Warranties.  Each PH Party represents and warrants to the Mezzanine Investors that, as of the date hereof, the only Licensing Obligations owed or owing to it is that which is set forth in the Licensing Agreement.  Such PH Party further represents and warrants to the Mezzanine Investors that (i) it has full right, power and authority to execute and deliver this Agreement and, to the extent the such holder is an agent or trustee for other parties, that this Agreement shall fully bind all such other parties, (ii) this Agreement does not contravene (A) the organizational documents of such holder, to the extent applicable, (B) any contractual restriction in any agreement that is material to the such holder, (C) any court decree or order binding on or affecting such holder, or (D) any law or governmental regulation binding on or affecting such holder, (iii) this execution, delivery and performance of this Agreement does not, and will not, result in, or require the creation or imposition of, any Lien on the assets of such holder, and (iv) this Agreement constitutes the legal, valid and binding obligations of such holder, enforceable against such holder in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by principles of equity).

5.             Proceedings.  Any judicial proceeding brought by or against any PH Party or any Obligor with respect to this or any related agreement may be brought in any court of competent jurisdiction in the Supreme Court of the State of New York, New York County, or the federal district court within the Southern District of New York.  By execution and delivery of this agreement each PH Party, each Mezzanine Investor and each Obligor accept for themselves and in connection with their properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts, and irrevocably agree to be bound by any final judgment rendered thereby in connection with this Agreement.  Nothing herein shall affect the right to serve process in any manner permitted by law or shall limit the right of the Mezzanine Investors to bring proceedings against any PH Party or any Obligor in any courts of any other jurisdiction.  Any judicial proceeding by any PH Party against the Mezzanine Investors involving, directly or indirectly, any matter or claim in any way arising out of, related to or connected with this agreement or any related agreement, shall be brought only in a court located in The City of New York, New York County, State of New York; provided that notwithstanding the foregoing, if in any judicial proceeding by or against any PH Party or any Obligor that is brought in any other court such court determines that the Mezzanine Investors are an indispensable party, such PH Party shall be entitled to join or include the Mezzanine Investors in such proceedings in such other court.  Each PH Party and each Obligor waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens.

6.             Waiver Of Jury Trial.  Each party to this Agreement hereby expressly waives any right to trial by jury of any claim, demand, action or cause of action (a) arising under this Agreement or any other instrument, document or agreement executed or delivered in connection herewith, or (b) in any way connected with or related or incidental

10

to the dealings of any party hereto with respect to this Agreement or any other instrument, documents or agreement executed or delivered by them in connection herewith, or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and whether sounding in contract or tort or otherwise and each party hereto hereby agrees and consents that any claim, demand, action or cause of action shall be decided by court trial without jury, and that either of them may file an original counterpart or a copy of this section with any court as written evidence of their consent to the waiver of their right to trial by jury.

7.             Agent for Service of Process.  Service of all pleadings, writs, process and summonses in any suit, action or proceeding against any PH Party may be made upon Mark S. Helm, Esq., Vice President & General Counsel, Planet Hollywood International, Inc., 7598 West Sand Lake Road, Orlando, Florida 32819, or such person’s duly appointed successor (the “Process Agent”), and the PH Parties hereby irrevocably appoints the Process Agent as their true and lawful attorney-in-fact in their name, place and stead to accept such service of any and all such pleadings, writs, process and summonses, and agree that the failure of the Process Agent to give any notice of such service of process to PH Parties shall not impair or affect the validity of such service or of any judgment based thereon.

8.             Termination.  In the event that all the Guaranteed Obligations, or any other obligations of any of the Obligors to the Mezzanine Investors are paid in full to the complete satisfaction of the Mezzanine Investors, in their sole discretion, this Agreement shall immediately thereafter terminate.

[The remainder of this page has been left blank intentionally.]

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IN WITNESS WHEREOF, the undersigned have entered into this Agreement this       day of November, 2006.

PH Parties:

PLANET HOLLYWOOD
INTERNATIONAL, INC.,

a Delaware corporation

By:

Name:

Title:

PLANET HOLLYWOOD
MEMORABILIA, INC.,

a Florida corporation

By:

Name:

Title:

PLANET HOLLYWOOD
(REGION IV), INC.,

a Minnesota corporation

By:

Name:

Title:

OpBiz:
	OPBIZ, L.L.C., a Nevada limited liability company
	By:	MEZZCO, L.L.C., a Nevada limited liability company, its sole member
		By:	EQUITYCO, L.L.C., a Nevada limited liability company, its managing member
		By:
		Name:
		Title:	Manager

Mezzanine Investors:
	POST TOTAL RETURN MASTER FUND, L.P.
	By:	Post Advisory Group, L.L.C., its General Partner
	By:
		Name: Lawrence A. Post
		Title:   Chief Investment Officer
	Address for notices
	11755 Wilshire Boulevard, Suite 1400 Los Angeles, CA 90025
	POST DISTRESSED MASTER FUND, L.P.
	By:	Post Advisory Group, L.L.C., its General Partner
:	By:
		Name:  Lawrence A. Post
		Title:    Chief Investment Officer
	Address for notices
	11755 Wilshire Boulevard, Suite 1400 Los Angeles, CA 90025
	STATE OF SOUTH DAKOTA RETIREMENT SYSTEM FUND
	By:	Post Advisory Group, L.L.C., its Authorized Agent
	By:
		Name:  Lawrence A. Post
		Title:    Chief Investment Officer
	Address for notices c/o Post Advisory Group, L.L.C. 11755 Wilshire Boulevard, Suite 1400 Los Angeles, CA 90025

DB DISTRESSED OPPORTUNITIES MASTER PORTFOLIO, LTD.
By:	Post Advisory Group, L.L.C., its Authorized Agent
By:
	Name:  Lawrence A. Post
	Title:    Chief Investment Officer
Address for notices
c/o Post Advisory Group, L.L.C. 11755 Wilshire Boulevard, Suite 1400 Los Angeles, CA 90025
MW POST PORTFOLIO FUND, LTD.
By:	Post Advisory Group, L.L.C., its Authorized Agent
:
By:
	Name:  Lawrence A. Post
	Title:    Chief Investment Officer
Address for notices
c/o Post Advisory Group, L.L.C. 11755 Wilshire Boulevard, Suite 1400 Los Angeles, CA 90025
THE OPPORTUNITY FUND, LLC
By:	Post Advisory Group, L.L.C., its Authorized Agent
By:
	Name:  Lawrence A. Post
	Title:    Chief Investment Officer
Address for notices c/o Post Advisory Group, L.L.C. 11755 Wilshire Boulevard, Suite 1400 Los Angeles, CA 90025

HFR DS OPPORTUNITY MASTER TRUST
By:	Post Advisory Group, L.L.C., its Authorized Agent
By:
	Name:  Lawrence A. Post
	Title:    Chief Investment Officer
Address for notices
c/o Post Advisory Group, L.L.C. 11755 Wilshire Boulevard, Suite 1400 Los Angeles, CA 90025
POST HIGH YIELD, L.P.
By:	Post Advisory Group, L.L.C., its Authorized Agent
:
By:
	Name:  Lawrence A. Post
	Title:    Chief Investment Officer
Address for notice:
c/o Post Advisory Group, L.L.C. 11755 Wilshire Boulevard, Suite 1400 Los Angeles, CA 90025
POST BALANCED FUND, L.P.
By:	Post Advisory Group, L.L.C., its Authorized Agent
By:
	Name:  Lawrence A. Post
	Title:    Chief Investment Officer
Address for notice: c/o Post Advisory Group, L.L.C. 11755 Wilshire Boulevard, Suite 1400 Los Angeles, CA 90025

SPHINX DISTRESSED FUND SPC, a Cayman Islands company (in Official Liquidation pursuant to an Order of the Grand Court dated 28 July 2006)

By: Kenneth Krys

Title:  Joint Official Liquidator

By:  Christopher Stride

Title:  Joint Official Liquidator

CONTINENTAL CASUALTY COMPANY
By:
	Name:
	Title:
Address for notices
333 South Wabash Avenue — 23 South
Chicago, IL 60604

CANPARTNERS INVESTMENTS IV, L.L.C.
By:
	Name:
	Title:
Address for notices
c/o Canyon Capital Advisors, L.L.C.
9665 Wilshire Boulevard, Suite 200
Beverly Hills, CA  90212

JOHN HANCOCK HIGH YIELD FUND
By:
	Name:Ismail Gunes
	Title:Vice President Investment
	Operations
Address for notices
101 Huntington Avenue
Boston, MA 02199

COCHRAN ROAD, LLC
By:
	Name:Steven Golub
	Title:Attorney-in-Fact
Address for notices
225 Broadway, Suite 1515
New York, NY 10007

YORK CREDIT OPPORTUNITIES FUND, L.P.
By:
	Name:Adam J. Semler
	Title:Chief Financial Officer
Address for notices
767 Fifth Avenue, 17th Floor
New York, NY 10153

JEFFREY D. BENJAMIN

Address for notices

133 East 64th Street

New York, NY 10021

EX-10.55

EXHIBIT 10.55

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”), dated as of November 30, 2006, made by and between BH/RE, L.L.C, a Nevada limited liability company (the “Indemnitor”), and the Mezzanine Investors (as such term is defined in the Investor Rights Agreement, defined below).  Capitalized terms not defined herein have the meaning specified in the Investor Rights Agreement.

RECITALS

WHEREAS, EquityCo, L.L.C., a Nevada limited liability company and a subsidiary of the Indemnitor (“EquityCo”), MezzCo, L.L.C., a Nevada limited liability company and a subsidiary of EquityCo (“MezzCo”), and the Mezzanine Investors have entered into that certain Amended and Restated Investor Rights Agreement, dated as of the date hereof (as amended, modified, restated or supplemented from time to time, the “Investor Rights Agreement”), which agreement sets forth certain rights and obligations with respect to the Warrants; and

WHEREAS, in order to induce the Mezzanine Investors to consummate the transactions contemplated by the Restructuring Documents, the Indemnitor has agreed to provide certain indemnification protection to the Mezzanine Investors, as provided in this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

1.             Indemnification.  The Indemnitor hereby agrees to indemnify, pay and hold harmless each of the Mezzanine Investors and each of their respective successors and assigns (each, an “Indemnified Party”) from and against, any and all liabilities, obligations, losses (including the failure to realize value in respect of the Warrants), damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever, including, without limitation, the reasonable fees and disbursements of counsel for such Indemnified Party in connection with any investigative, administrative or judicial proceeding, whether or not such Indemnified Party shall be designated a party thereto (collectively, “Losses”) to which the Indemnified Parties may incur or suffer, directly or indirectly, arising out of, or relating to (a) the lack of Gaming Approval prior to the date hereof for the issuance of the Warrants in the form attached as Exhibit A hereto (including, without limitation, any Losses that the Indemnified Parties may suffer due to the inability (if any) of the Mezzanine Investors to exercise the rights set forth in the Warrants at the time, and in the manner, specified therein), or (b) the lack of Gaming Approval prior to the date hereof for the granting of a Lien by EquityCo to the Mezzanine Investors in the Equity Interests in MezzCo as more fully described in the Pledge Agreement attached as Exhibit B hereto (including, without limitation, any Losses that the Indemnified Parties may suffer due to the failure of EquityCo to deliver to the Indemnified Parties on the date hereof the

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physical securities that evidence EquityCo’s Equity Interest in MezzCo and the inability (if any) of the Mezzanine Investors to exercise the rights set forth in the Pledge Agreement at the time, and in the manner, specified therein), or (c) the inability of any Indemnified Party to exercise the Warrants during the period from and after the date hereof to the earlier of (x) the date on which EquityCo has inserted the new SPE and received Gaming Approval for such insertion pursuant to Section 3.9 of the Investor Rights Agreement and (y) July 1, 2007; provided that the Indemnitor shall have no indemnification obligation to any Indemnified Party hereunder for Losses that are determined by a final, non-appealable decision of a court of competent jurisdiction to have resulted (a) primarily from the gross negligence or willful misconduct of such Indemnified Party, or (b) from the failure by EquityCo or MezzCo to receive any Gaming Approvals or by such Indemnified Party to be able to exercise any Warrants, in each case, primarily as a result of (i) the breach by such Indemnified Party of its obligations under Section 3.10 of the Investor Rights Agreement, (ii) any violation of the Gaming Laws by such Indemnified Party or (iii) the failure by EquityCo or MezzCo to receive Gaming Approval to issue the Warrants because such Indemnified Party is deemed unsuitable by the Gaming Authorities.  Notwithstanding the foregoing, the Indemnitor shall not be responsible to any Indemnified Party for any punitive, incidental, consequential or indirect damages, including loss of future revenue or income, or loss of business reputation or opportunity.

2.             Contribution.  The Indemnitor and each Indemnified Party agree that to the extent that the undertaking to indemnify, pay and hold harmless set forth in Section 1 may be determined by a final, non-appealable decision of a court of competent jurisdiction to be unenforceable because it violates any law or public policy, the Indemnitor shall contribute to the Losses for which such indemnification or reimbursement is held unavailable in such proportion as is appropriate to reflect (a) the relative benefits to the Indemnitor on the one hand and the Indemnified Party on the other hand, in connection with the transaction to which such indemnification or reimbursement relates or (b) if the allocation provided by clause (a) above is not available, in such proportion as is appropriate to reflect not only the relative benefits referred to in such clause (a), but also the relative fault of the parties as well as any other relevant equitable considerations, provided, however, no contribution shall be made if (i) the Indemnitor would not have been liable for indemnification under the standards set forth in Section 1 of this Agreement or (ii) it is determined by a final, non-appealable decision of a court of competent jurisdiction that such Losses have resulted primarily from the gross negligence or willful misconduct of that Indemnified Party.

3.             Determination of Losses.  Upon the request of the Majority Holders, the Indemnitor shall engage an investment banking or advisory firm of recognized national standing with experience in valuing companies of a comparable size, and in a comparable industry, as MezzCo and its Subsidiaries, which firm shall be mutually acceptable to the Indemnitor and the Indemnified Parties (the “Appraiser”).  If the Indemnitor and the Indemnified Parties are unable to agree on the selection of an Appraiser within 15 days, then the Indemnitor and the Indemnified Parties shall each select an Appraiser of their choice, and the two Appraisers shall then select a third Appraiser to determine the value of any such Losses.  The cost and expenses of the Appraiser shall be borne by the

2

Indemnitor.  In determining the amount of Losses, the Appraiser shall assume that the Warrants and the Pledge Agreement received Gaming Approval and that they are valid and binding obligations of EquityCo and its Subsidiaries.  In that regard, the Appraiser shall seek to determine the amount of Losses as are necessary to put the Indemnified Parties in the same financial position that they would have been in if Gaming Approval had been received and that the impediments to exercising the Warrants referenced in Section 1.7 of the Warrants did not exist.  In determining the value of the Warrants, the Appraiser shall assume that MezzCo is sold as a going concern.  The Appraiser shall not apply any discount to the value of the Warrants for lack of liquidity, private company, marketability or the existence of a control block.  The determination by such Appraiser shall, absent manifest error, be final and binding upon the Indemnitor and the Indemnified Parties.

4.             Entire Agreement.  This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all other prior agreements and undertakings, both written and oral, among the parties with respect to the subject matter hereof.

5.             No Amendment.  This Agreement may not be amended or modified except (a) by an instrument in writing signed by, or on behalf of, the all of the parties or (b) by a waiver pursuant to Section 6 below.

6.             Waiver.  Any parties to this Agreement may (a) extend the time for the performance of any obligations or other acts of the other parties, (b) waive any inaccuracies in the representations and warranties of the other parties contained herein or in any document delivered by the other parties pursuant hereto, or (c) waive compliance with any of the agreements of the other parties or conditions to such parties’ obligations contained herein.  Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the parties to be bound thereby.  Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition of this Agreement.  The failure of any party to assert any of its rights hereunder shall not constitute a waiver of any such rights.

7.             Severability.  If any term or other provision of this Agreement is deemed invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any party.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated by this Agreement are consummated as originally contemplated to the greatest extent possible.

8.             Counterparts.  This Agreement may be executed and delivered (including by facsimile transmission or portable document format (PDF)) in one or more

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counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

9.             Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties have caused this Indemnification Agreement to be executed as of the date first above written.

THE INDEMNITOR:
BH/RE, L.L.C., a Nevada limited liability company
By:
	Manager

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MEZZANINE INVESTORS:
POST TOTAL RETURN MASTER FUND, L.P.
By:	Post Advisory Group, L.L.C., its General Partner
By:
	Name: Lawrence A. Post
	Title:  Chief Investment Officer
Address for notices
11755 Wilshire Boulevard, Suite 1400
Los Angeles, CA 90025

POST DISTRESSED MASTER FUND, L.P.
By:	Post Advisory Group, L.L.C., its General Partner
By:
	Name: Lawrence A. Post
	Title:  Chief Investment Officer
Address for notices
11755 Wilshire Boulevard, Suite 1400
Los Angeles, CA 90025

STATE OF SOUTH DAKOTA
RETIREMENT SYSTEM FUND
By:	Post Advisory Group, L.L.C., its
Authorized Agent
By:
	Name: Lawrence A. Post
	Title:  Chief Investment Officer
Address for notices
c/o Post Advisory Group, L.L.C.
11755 Wilshire Boulevard, Suite 1400
Los Angeles, CA 90025

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DB DISTRESSED OPPORTUNITIES MASTER PORTFOLIO, LTD.
By:	Post Advisory Group, L.L.C., its
	Authorized Agent
By:
	Name: Lawrence A. Post
	Title:   Chief Investment Officer
Address for notices
c/o Post Advisory Group, L.L.C
11755 Wilshire Boulevard, Suite 1400
Los Angeles, CA 90025

MW POST PORTFOLIO FUND, LTD.
By:	Post Advisory Group, L.L.C., its
	Authorized Agent
By:
	Name: Lawrence A. Post
	Title:   Chief Investment Officer
Address for notices
c/o Post Advisory Group, L.L.C.
11755 Wilshire Boulevard, Suite 1400
Los Angeles, CA 90025

THE OPPORTUNITY FUND, LLC
By:	Post Advisory Group, L.L.C., its
	Authorized Agent
By:
	Name: Lawrence A. Post
	Title:   Chief Investment Officer
Address for notices
c/o Post Advisory Group, L.L.C.
11755 Wilshire Boulevard, Suite 1400
Los Angeles, CA 90025

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HFR DS OPPORTUNITY MASTER TRUST
By:	Post Advisory Group, L.L.C., its Authorized Agent
By:
	Name:		Lawrence A. Post
	Title:		Chief Investment Officer
Address for notices
c/o Post Advisory Group, L.L.C.
11755 Wilshire Boulevard, Suite 1400
Los Angeles, CA 90025
POST HIGH YIELD, L.P.
By:		Post Advisory Group, LLC, its General Partner
By:
		Name:		Lawrence A Post
		Title:		Chief Investment Officer
Address for notice:
c/o Post Advisory Group, LLC
11755 Wilshire Boulevard, Suite 1400
Los Angeles, CA 90025
POST BALANCED FUND, L.P.
By:		Post Advisory Group, LLC, its General Partner
By:
		Name:		Lawrence A Post
		Title:		Chief Investment Officer
Address for notice:
c/o Post Advisory Group, LLC
11755 Wilshire Boulevard, Suite 1400
Los Angeles, CA 90025

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SPHINX DISTRESSED FUND SPC, a Cayman Islands company (in Official Liquidation pursuant to an Order of the Grand Court dated 28 July 2006)

By: Kenneth Krys

Title: Joint Official Liquidator

By: Christopher Stride

Title: Joint Official Liquidator

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CONTINENTAL CASUALTY COMPANY
By:
	Name:
	Title:
Address for notices
333 South Wabash Avenue — 23 South
Chicago, IL 60604

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CANPARTNERS INVESTMENTS IV, L.L.C.
By:
	Name:
	Title:
Address for notices
c/o Canyon Capital Advisors, L.L.C.
9665 Wilshire Boulevard, Suite 200
Beverly Hills, CA  90212

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JOHN HANCOCK HIGH YIELD FUND
By:
	Name:	Ismail Gunes
	Title:	Vice President Investment Operations
Address for notices
101 Huntington Avenue
Boston, MA 02199

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COCHRAN ROAD, LLC
By:
	Name:	Steven Golub
	Title:	Attorney-in-Fact
Address for notices
225 Broadway, Suite 1515
New York, NY 10007

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YORK CREDIT OPPORTUNITIES FUND, L.P.
By:
	Name:	Adam J. Semler
	Title:	Chief Financial Officer
Address for notices
767 Fifth Avenue, 17th Floor
New York, NY 10153

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JEFFREY D. BENJAMIN

Address for notices

133 East 64th Street

New York, NY 10021

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EX-10.56

Exhibit 10.56

Guaranty Fee Agreement

THIS GUARANTY FEE AGREEMENT (this “Agreement”) is entered into as of the      day of November, 2006, by OpBiz, L.L.C., a Nevada limited liability company having an address at 3667 Las Vegas Boulevard South, Las Vegas, Nevada  89109, PH Fee Owner LLC, a Delaware limited liability company having an address at 3667 Las Vegas Boulevard South, Las Vegas, Nevada  89109 (together, collectively, “Borrower”) and Trophy Hunter Investments, Ltd., a Florida limited partnership, Bay Harbour 90-1, Ltd., a Florida limited partnership and Bay Harbour Master, Ltd., a Cayman Islands exempted company, each having an address at c/o Bay Harbour Management L.C., 885 Third Avenue, New York, NY 10022 (together, collectively, “Guarantor”).

WITNESSETH:

WHEREAS, pursuant to that certain Loan Agreement, dated as of the date hereof (together with all extensions, renewals, modifications, substitutions and amendments thereof, the “Loan Agreement”) Borrower has taken a loan (the “Loan”) from Column Financial, Inc. (together with its permitted successors and assigns, “Lender”) in the maximum principal amount of $820,000,000.00;

WHEREAS, as a condition to the making of the Loan, Lender has required that Guarantor, which holds an indirect ownership interest in Borrower, execute and deliver that certain Guaranty Agreement (the “Guaranty”), dated as of the date hereof, by Guarantor in favor of Lender pursuant to which Guarantor guaranties payment of certain Guaranteed Obligations (as defined in the Recourse Guaranty);

WHEREAS, as an inducement to Guarantors to execute and deliver the Guaranty, Borrower as agreed to pay certain fees to Guarantors.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.Defined Terms.  Capitalized terms used but not defined herein shall have the meanings given them in the Loan Agreement as in effect on the date hereof.

2.Guaranty Fee.  Borrower hereby agrees to pay to Guarantor an annual fee (the “Guaranty Fee”) in the aggregate amount of $1,500,000.00, to be paid in arrears in equal quarterly installments until such time as the Guaranty is terminated by its terms.  The Guaranty Fee shall be prorated on a per diem basis for any partial quarter during the term of this Agreement.

3.Deferral of Payment.  Borrower and Guarantor agree that until the Debt is repaid in full, except as provided in the two immediately succeeding sentences, the payment of the Guaranty Fee shall be subordinate to the Borrower’s obligation to repay the Debt as follows:  Borrower shall not make and Guarantor shall not accept the payment of the Guaranty Fee (but the Guaranty Fee shall be permitted to accrue).  Borrower may make and Guarantor may accept payment of the

Guaranty Fee (or a portion thereof) from and after such time as the Property achieves a Debt Service Coverage Ratio equal to not less than 1.2:1.0 for a period of one month (after giving effect to the payment of the Guaranty Fee or such portion thereof as may be paid while maintaining a Debt Service Coverage Ratio of 1.2:1.0) (the “Minimum DSCR”); provided that no Event of Default shall have occurred and be continuing.  If at any time after achievement of the Minimum DSCR the Property fails to maintain the Minimum DSCR for any month, Borrower shall cease to pay and Guarantor shall not accept the Guaranty Fee until such time as the Property again achieves the Minimum DSCR (but the Guaranty Fee shall be permitted to accrue); provided that no Event of Default shall have occurred and be continuing.  It is intended that Lender be a third party beneficiary of this paragraph 3.

4.Interest.  Any accrued and unpaid Guaranty Fees shall bear interest at a rate equal to the Applicable Interest Rate as in effect from time to time.

5.Application of Payments.  Payments by Borrower shall be applied (i) first, to accrued and unpaid interest, (ii) second, to accrued and unpaid Guaranty Fees and (iii) third, to current Guaranty Fees.

6.Consideration.  Guarantor and Borrower agree that the Guaranty Fee is fair and adequate consideration for the liability undertaken by Guarantor pursuant to the Guaranty.

7.Counterparts.  This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together shall constitute but one and the same instrument.

8.Amendment.  No amendment, supplement, modification, waiver or termination of this Agreement shall be effective against a party against whom the enforcement of such amendment, supplement, modification, waiver or termination would be asserted unless such amendment, supplement, modification, waiver or termination was made in a writing signed by such party.

9.Severability.  In case any one or more of the provisions contained in this Agreement, or any application thereof, shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein, and any other application thereof, shall not in any way be affected or impaired thereby.

10.Governing Law.  This Agreement shall be construed in accordance with and governed by the laws of the State of New York.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first above written.

BORROWER:
OPBIZ, L.L.C., a Nevada limited liability company
By:
	Name:
	Title:
PH FEE OWNER LLC, a Delaware limited liability company
By:
	Name:
	Title:

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first above written.

GUARANTOR:
TROPHY HUNTER INVESTMENTS, LTD., a Florida limited liability company
By:	BAY HARBOUR HOLDINGS LLC,
	its general partner
	By:
			Name: Douglas Teitelbaum
			Title: Managing Member
BAY HARBOUR 90-1, LTD., a Florida limited liability company
By:	BAY HARBOUR HOLDINGS LLC, its general partner
	By:
			Name: Douglas Teitelbaum
			Title: Managing Member
BAY HARBOUR MASTER, LTD., a Cayman Islands exempted company
By:	BAY HARBOUR PARTNERS, LTD.,
	its sole member
	By:	BAY HARBOUR MANAGEMENT, L.C., its investment manager
		By:
				Name: Douglas Teitelbaum
				Title: Managing Member

EX-10.57

Exhibit 10.57

LEASE AGREEMENT

THIS LEASE AGREEMENT (the “Lease”) is made and entered into this 30th day of November, 2006 (the “Effective Date”), by and between PH Fee Owner LLC, a Delaware limited liability company (“Landlord”), and OpBiz, L.L.C., a Nevada limited liability company (“Tenant”).  Capitalized terms used herein and not otherwise defined shall have the meanings provided in the Glossary attached hereto.

RECITALS

A.            Landlord is the owner of the real property and all improvements thereon located in Clark County, Nevada (the “Property”), including, without limitation, that certain resort located thereon and more commonly and formerly known as the Aladdin Hotel and Casino (the “Premises”), as more particularly described on Exhibit A attached hereto, , and all fixtures permanently attached to the realty and located therein or thereon .  The Leased Assets specifically exclude the Gaming Equipment, the ownership of which is and shall remain in Tenant; and

B.            Landlord desires to lease to Tenant and Tenant desires to accept, hire and lease from Landlord the premises described on Exhibit A less and except (i) the Timeshare Operations Space and (ii) those areas comprising the casino areas (the “Casino”)of the Property which are described on Exhibit A-1 attached hereto (the “Premises”) and all fixtures permanently attached to the realty and located therein or thereon as of the Effective Date (the “Fixtures” and together with the Premises, the “Leased Assets”). for Tenant’s operation of the Premises, subject to the terms and conditions more particularly described herein.

AGREEMENT

1.             LEASED ASSETS.

1.1           Leased Assets.  Upon the conditions, limitations, covenants and agreements herein set forth, Landlord hereby leases to Tenant, and Tenant hereby accepts, hires and leases from Landlord the Leased Assets.  Landlord and Tenant acknowledge that the description of the Premises in Exhibit A may change from time to time if Exhibit A to the Casino Lease Agreement is revised as permitted under Section 1.1 of the Casino Lease Agreement.

1.2           Future Reservations.  This Lease shall be subject to all existing and future covenants, conditions, restrictions, reservations and easements now or hereafter recorded against the Property including, without limitation, that certain Agreement and Amendment to Construction Operation and Reciprocal Easement Agreement by and between Boulevard Invest, LLC and Planet Hollywood, dated on or about July 31, 2005, and recorded in Book 20051117 as Instrument No. 0005802 of the Official Records of Clark County, Nevada,  concerning the Desert Passage Mall, and that certain Construction, Operation and Reciprocal Easement Agreement entered into as of February 26, 1998 by and among Aladdin Gaming, LLC, Aladdin Bazaar, LLC and Aladdin Music Holdings, LLC.

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2.             TERM.

2.1           Commencement Date.  The commencement date of this Lease (the “Commencement Date”) shall be the date hereof.

2.2           Term.  The initial term of the Lease (the “Initial Term”) shall be two (2) years commencing on the Commencement Date.  Provided, however, that the Initial Term shall automatically renew for successive periods of one (1) year each for so long as the Debt is outstanding and, thereafter, for successive periods of three (3) months (each a “Renewal Period” and together with the Initial Term, the “Term”), unless, after the Debt is no longer outstanding, either party gives thirty (30) days’ written notice to the other party prior to the expiration of the then current Initial Term or Renewal Period, as the case may be, that such automatic renewal will not occur.

3.             RENT.

3.1           Rent.  Beginning on the first (1st) day of the month immediately following the Commencement Date and on the first (1st) day of each month during the Term thereafter, Tenant shall pay to Landlord, without offset or deduction, monthly base rent for the Leased Assets of Nine Hundred Sixteen Thousand Six Hundred Sixty-Seven and 00/100 Dollars ($916,667.00) (the “Rent”).  In the event the Commencement Date of this Lease occurs on a day other than the first day of a calendar month, the Rent for such partial calendar month shall be a prorated portion of a full monthly installment of Rent, which shall be paid to Landlord on the Commencement Date.  In the event this Lease expires or is earlier terminated on a day other than the last day of a calendar month, the Rent for such partial calendar month shall be a prorated portion of a full monthly installment of Rent, and Tenant shall be reimbursed by Landlord for any amounts applicable to the portion of the calendar month following the expiration of the Term.

3.2           Payment.  All payments of Rent shall be payable by Tenant to Landlord in legal tender of the United States of America at the address set forth for Landlord in Section 22.2 or such other place as Landlord may, from time to time, designate in writing.

3.3           Late Charge.  If Tenant shall fail to pay Rent within five (5) days after written notice from Landlord to pay rent, then the past due rent shall bear interest at the Interest Rate (as defined below), from the due date thereof until paid.  The amount of any such interest shall be additional rent hereunder and shall be payable upon demand.  The assessment and receipt of interest as aforesaid shall be in addition to, and shall in no way be deemed to limit, any other rights and remedies Landlord may have under this Lease or otherwise for non-payment of Rent.  As used herein, “Interest Rate” shall mean an interest rate equal to the statutory rate of interest set forth in NRS 99.040 or any successor statute.

3.4           Net Lease.  It is the purpose and intent of Landlord and Tenant that the Rent payable hereunder shall be absolutely net to Landlord so that this Lease shall yield, net to Landlord, the Rent specified herein in each month during the term of this Lease.  This is an absolutely net lease, and, except as otherwise specifically provided in Sections 2.2 and 16 hereof, this Lease shall not terminate nor shall Tenant have any right to terminate this Lease; nor shall Tenant be entitled to any abatement, deduction, deferment, suspension or reduction of, or setoff,

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defense or counterclaim against, any rentals, charges, or other sums payable by Tenant under this Lease.

4.             POSSESSION AND SURRENDER.

4.1           Acceptance.  Tenant shall be deemed to have accepted the Leased Assets on the date hereof.  Tenant represents to Landlord that Tenant has examined the title to and the physical condition of the Premises prior to the execution and delivery of this Lease and has found the same to be satisfactory for all purposes hereof, and Tenant accepts the title and condition of the Premises in their respective, present condition “as is, where is, with all faults”.  Landlord makes no representation or warranty with respect to the condition of the Premises or its fitness or availability for any particular use, and Landlord shall not be liable for any latent or patent defect therein.

4.2           Tenant’s Property.  Unless otherwise agreed between Landlord and Tenant, upon the expiration or earlier termination of the Term, Tenant shall surrender the Leased Assets, including, without limitation, any improvements or repairs undertaken by Tenant and any other improvements to the realty, in the same condition as on the Commencement Date, reasonable wear and tear excepted.  Any of Tenant’s Property which is not promptly removed upon the expiration or earlier termination of the Term shall be deemed abandoned by Tenant, and Tenant shall have no further right, title or interest in and to such abandoned Tenant’s Property.

5.             USE OF LEASED ASSETS.

5.1           Use of Leased Assets; and Operating Standards.  The Leased Assets are leased to Tenant solely for conducting the business of operating the Premises, so long as such use is in accordance with the Operating Standards (as defined herein).  For purposes of this Lease, “Operating Standards” mean, collectively, the standards and manner of operation for the Premises and the management of the hotel business (including any operations related or ancillary thereto) which shall be (i) substantially consistent and in accordance with prior practice and, in any event, no less than the standards and manner of operation on the date hereof in all material respects, (ii) in accordance with the requirements of the Management Agreement (as defined in the Loan Agreement), this Lease and the Loan Documents (as defined in the Loan Agreement), (iii) in accordance with Applicable Laws and (iv) in accordance with the applicable insurance policies and other reasonable business requirements of any carrier having insurance on the Property or any part thereof.

5.2           Maintenance.  Except as provided for elsewhere herein, Tenant shall keep and maintain, at Tenant’s sole cost and expense, in good order, condition and repair, reasonable wear and tear excepted.

5.3           Non-Interference.  Tenant shall not do, permit or suffer anything to be done, or kept upon the Premises which will obstruct or interfere with the rights of Landlord.

5.4           Compliance With Easements.  The use of the Leased Assets by Tenant, its Affiliates, agents, employees, servants, contractors, licensees, customers or business invitees, shall at all times be in compliance with all material covenants, conditions and restrictions, easements, reciprocal easement agreements, and all matters presently of public record or which

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may hereafter be placed of public record, which affect the Leased Assets or the Property, or any part thereof.

5.5           Compliance With Laws and Loan Documents.  Tenant shall, at its sole cost and expense, comply with all Applicable Laws during the Term and affecting the Leased Assets or Tenant’s use thereof and Tenant shall not use the Leased Assets so as to create waste or constitute a nuisance or disturbance.  Furthermore, the terms of the Loan Documents, to the extent applicable, are hereby incorporated by reference and shall, as herein incorporated, survive any foreclosure of the Loan (as defined in the Loan Agreement) for the benefit of any Successor Landlord (as defined herein).

5.6           Hazardous Substances.  Tenant shall not use the Premises for the generation, storage, manufacture, production, releasing, discharge, or disposal or any Hazardous Materials or allow or suffer any other Person to do so.

5.7           Alterations.  Except as contemplated or permitted by the Loan Agreement, Tenant shall not make any structural alteration or replacement (whether interior or exterior, ordinary or extraordinary) of any nature or description to the Premises without having first obtaining Landlord’s prior written approval thereof, which consent shall not be unreasonably withheld, delayed or denied.  Tenant is authorized to make non-structural alterations, repairs and replacements without the necessity of obtaining Landlord’s written consent, but only on the condition that it provide prior notice of such work so as to afford Landlord reasonable time to file notices of nonresponsibility.

6.             LIQUOR.

6.1           Intentionally Omitted..

6.2           Intentionally Omitted..

6.3           Intentionally Omitted.

6.4           Intentionally Omitted

6.5           Intentionally Omitted.

6.6           Liquor.  Tenant may conduct the sale of liquor at the Premises (the “Liquor Sales”) and all activities necessary or incidental thereto, including, without limitation:

(a)           Liquor Sales.  Maintain all licenses necessary for the Liquor Sales, comply with all Applicable Laws, provide all equipment necessary or customary for the Liquor Sales, and undertaking all Liquor Sales; and

(b)           Expenses.  Be responsible for, and bear the expense of, all accounting, marketing, advertising, special events, and maintenance associated with the Liquor Sales.

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7.             LANDLORD’S REPAIRS.

7.1           Landlord Repairs.  Landlord agrees, at no additional cost or expense to Tenant, to maintain and keep in good order, condition and repair the foundations, exterior walls, roof, HVAC, plumbing and electrical systems of the Premises except for reasonable wear and tear or for any damage thereto caused by any act or negligence of Tenant or its Affiliates, agents, employees, servants, contractors, licensees, customers or business invitees,, which shall be and remain the sole responsibility of Tenant (collectively, the “Landlord’s Repairs”).  It is an express condition precedent to all obligations of Landlord to undertake any of the Landlord’s Repairs that Tenant shall reasonably notify Landlord in writing of the need for such Landlord’s Repairs.

7.2           Right of Entry.  Subject to Nevada Gaming Laws, in addition to any other rights of re-entry herein, Landlord reserves the right to enter the Premises to undertake Landlord’s Repairs or install and maintain energy submeters, conduits and other appurtenances in the soffit or other space above the ceilings or ceiling line, the walls and under any floors of the Premises.

8.             UTILITIES; TAXES.

8.1           Payment of Utilities.  From and after the Commencement Date, Tenant shall promptly pay all charges for fuel, gas, light, power, water, sewage, garbage disposal, trash, telephone and other utilities and costs of every nature incurred in connection with Tenant’s use and possession of the Leased Assets during the Term, all of which shall be paid directly to the public utility or private company supplying the same when due and without delinquency or, if the charges therefor are billed to Landlord, Landlord will subsequently bill such charges to Tenant at Landlord’s cost therefore calculated proportionally.  Landlord shall not be responsible for any loss, cost, damage, expense or liability Tenant may sustain as a result of a change in character of electric or other utility service or as a result of any public or private company’s failure to supply or reduction in any of the foregoing utility or other services to the Premises.

8.2           Payment of Taxes.  Tenant shall pay all federal, state, county, city, school district and municipal taxes, all assessments, both general and special, including all special charges, benefit assessments or judgments for local improvements and all taxes, assessments or charges of every kind or nature which may be levied against or may become due or payable in respect to (a) the Leased Assets, Tenant’s Property, machinery or equipment owned by, used by, or to be used by Tenant in the operation of the Premises; (b) the operation of the Premises, including, without limitation, all sales taxes, food and beverage taxes, and entertainment taxes; and (c) Rent (except income tax).  Such assessments, taxes and charges shall be paid by Tenant directly to the appropriate taxing or collecting authority or, if the same or any portion thereof shall have been billed to Landlord, Landlord will subsequently bill such charges to Tenant and Tenant shall pay such tax bills to Landlord within thirty (30) calendar days after notification by Landlord to Tenant, along with appropriate verification of amounts owing and paid, that the same are due and payable.  Any assessments, taxes and charges to be paid directly by Tenant to any taxing authority shall be paid by Tenant when due and evidence of timely payment thereof shall be provided by Tenant to Landlord promptly after payment upon request by Landlord.  Tenant shall only be responsible for that portion of the assessments, taxes and charges that are due or accrue (i) prior to the term of the Lease if they relate to Tenant’s occupation of the Premises and/or operation of the Premises and (ii) during the Term.

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9.             INSURANCE.

9.1           Property Insurance.  Tenant shall, at all times during the Term and at its own expense, carry fire insurance and full extended coverage protection upon the Premises, including, without limitation, all FF&E, machinery and equipment in, on or about the Premises and the Tenant’s Property.  Such insurance protection shall cover losses in aggregate amounts of not less than one hundred percent (100%) of the full insurable value thereof, with a full replacement cost rider, endorsed and attached thereto.  Such policy shall be payable to Landlord and any mortgagee of Landlord, as their interests may appear.

9.2           Liability Insurance.  Tenant shall, at all times during the Term and at its own expense, maintain in full force and effect for the use and benefit of Landlord, its existing policies of liability insurance under the terms of this Lease and Landlord shall be indemnified and protected against any and all claims for injuries or damages, suffered or alleged to have been suffered by any Person or Persons while in, on or about the Premises and for property damage arising from any and all demands, loss or liability and resulting at any time or times from the injury or death of any Person or Persons or from damage to any and all property, however arising, including, without limitation, food handling.  The insurance required to be provided by the provisions of this Section 9.2 may be provided under the terms of any blanket liability insurance policy carried by Tenant and in such event, in accordance with Section 9.5.1, Tenant shall furnish to Landlord a certificate of insurance evidencing the fact of such insurance on or before the Commencement Date.

9.3           Automobile Insurance.  Tenant shall, at all times during the Term and at its own expense, maintain in full force and effect for the use and benefit of Landlord, its existing policies of automobile liability insurance and Landlord shall be indemnified and protected against any and all claims for injuries or damages, suffered or alleged to have been suffered by an Person or Persons by vehicles owned, non-owned, or hired for use during the Term by or on behalf of Tenant.

9.4           Workers’ Compensation; Employer’s Liability.  Tenant shall, at all times during the Term and at its own expenses, maintain in full force and effect workers’ compensation insurance in accordance with Applicable Laws.  Tenant shall, at all times during the Term and at its own expense, maintain in full force and effect for the use and benefit of Landlord, its existing policies of employer’s liability insurance and Landlord shall be indemnified and protected against any and all claims for injuries or damages, suffered or alleged to have been suffered by an employee of Tenant.

9.5           Insurance Policies — General.

9.5.1        Payment of Premiums; Evidence.  Tenant shall pay all premiums for each policy of insurance required by this Article 9 when due.  Tenant has heretofore forwarded, and from time to time shall forward, to Landlord duplicate originals of certificates of insurance, together with true, correct and complete copies of all such insurance policies, including renewal and replacement policies, together with written evidence that the premiums therefore have been paid in full.

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9.5.2        Cancellation.  Each policy of insurance required by this Article 9 shall provide that the same may not be cancelled upon less than thirty (30) calendar days prior written notice to Landlord.  Tenant shall direct Tenant’s insurance carriers to send copies of any and all notification of pending cancellation of insurance for any purpose whatsoever direct to the attention of Landlord at least thirty (30) calendar days prior to cancellation.

9.5.3        Subrogation.  Each policy of insurance required by this Article 9 shall contain an express waiver of any and all right of subrogation thereunder against Landlord, its agents, employees, servants or contractors.  All such policies shall be written as primary policy and not contribution with or in excess of the coverage, if any, that Landlord may carry.  Any provision of this Lease notwithstanding, the amounts of all insurance required hereunder to be paid by Tenant shall be not less than an amount sufficient to prevent Landlord from becoming a co-insurer.

9.5.4        Hazardous Activities.  Tenant shall not use or occupy, or permit the Leased Assets to be occupied or used, in an manner which will increase the rates of any insurance for the Leased Assets, the Property or the overall development within which the Premises is situated or that will make void or voidable any insurance then in force with respect to the Leased Assets, the Property or the overall development within which the Premises is situated, or which will make it impossible to obtain fire or other insurance with respect to the Leased Assets, the Property or the overall development within which the Premises is situated.  If Tenant shall fail to comply with the provisions of this Section 9.5.4, such noncompliance may be deemed, in Landlord’s sole discretion, to be an Event of Default hereunder and Tenant shall indemnify Landlord for any increases in insurance premium charged to Landlord as a result of Tenant’s noncompliance with the Section 9.5.4.

9.5.5        No Prohibited Activity.  Tenant agrees that it will not keep, use, sell or offer for sale in or upon the Premises any article or permit any activity which may be prohibited by any standard form of insurance policy.  Tenant agrees to pay any increase in premiums for insurance which may be carried by Landlord on the Property or the overall development in which the Premises is situated, resulting from the type of operations, of merchandise sold, or services rendered by Tenant or any of its activities in or about the Premises, whether or not Landlord has consented to the same.

9.5.6        Additional Insureds.  Each policy of insurance required by this Article 9 shall name Landlord or its successors or Affiliates as an additional insured thereunder.

9.6           Insurance Obligations under Loan Agreement.  Article VI of the Loan Agreement is hereby incorporated by reference and shall survive any foreclosure of the Loan for the benefit of Lender. Tenant’s maintenance of all insurance coverages required to be carried by the borrower under the Loan Agreement shall be deemed to satisfy the Tenant insurance requirements of this Article 9.

10.           LIENS.

10.1         Liens.  Tenant shall at all times indemnify, save and hold Landlord, the Premises, the Property and the leasehold created by this Lease free of and harmless from any claims, liens,

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demands, charges, encumbrances, litigation and judgments arising directly or indirectly out of any use, occupancy or activity of Tenant, or out of any work performed, material furnished, or obligations incurred by Tenant in, upon or otherwise in connection with the Leased Assets.  Tenant shall, at its sole cost and expense, within sixty (60) calendar days after filing of any lien of record, obtain the discharge and release thereof.  Provided, however, if Tenant disputes the validity of any lien, Tenant shall be given a reasonable amount of time to resolve such dispute and obtain the discharge and release of such lien.

11.           INDEMNIFICATION.

11.1         Indemnification by Tenant.  Tenant hereby indemnifies, saves and holds Landlord, the Leased Assets, the Property, and the leasehold estate created by this Lease free of and harmless from any and all liabilities, losses, costs, expenses, including reasonable attorneys’ fees (at trial and on appeal), causes of action, suits, judgments, claims, liens and demands of any kind whatsoever in connection with, resulting from or arising out of or by reason of any direct or indirect use, misuse, occupancy, possession, act, omission or negligence of, Tenant, its agents, employees, servants, contractors, subtenants, licensees, customers or business invitees while in, upon, about or in any way connected with the Leased Assets, the Property, or the overall development in which the Premises is situated or arising from any accident, injury or damage, howsoever and by whomsoever caused, to any Person or property whatsoever, occurring in, upon, about or in any way connected with the Leased Assets or any portion thereof.  Tenant’s indemnification obligations shall include all obligations and liabilities arising from Tenant’s occupation of the Premises (whether prior to or during the Term) and all matters pertaining to Tenant’s employees.

11.2         Indemnification by Landlord.  Landlord hereby indemnifies, saves and holds Tenant, the Leased Assets, the Property, and the leasehold estate created by this Lease free of and harmless from any and all liabilities, losses, costs, expenses, including reasonable attorneys’ fees (at trial and on appeal), causes of action, suits, judgments, claims, liens and demands of any kind whatsoever in connection with, resulting from or arising out of or by reason of any intentional act, omission or negligence of, Landlord, its agents, employees, servants, contractors, licensees, customers or business invitees while in, upon, about or in any way connected with the Leased Assets or Property.

12.           SUBORDINATION.

12.1         Subordination..  This Lease and Tenant’s rights hereunder are and shall remain subordinate to the lien of any mortgage, deed of trust or other encumbrance, together with any renewals, extensions or replacements thereof, now or hereafter placed, charged or enforced against the Leased Assets, or any portion thereof, the Property or the overall development within which the Premises is situated.

12.2         Deemed Prior Lien.  In the event that the mortgagee or beneficiary of any such mortgage, deed of trust, or other encumbrance  elects to have this Lease deemed a prior lien to its mortgage, deed of trust, or other encumbrance, then and in such event, upon such mortgagee’s or beneficiary’s giving written notice to Tenant to that effect, this Lease shall be deemed a prior lien to such mortgage, deed of trust, or other encumbrance, whether this Lease is dated prior to or

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subsequent to the date of recordation of such mortgage, deed of trust, or other encumbrance.  If this Lease is deemed a prior lien and this Lease is not automatically terminated by any applicable foreclosure, then the Term shall automatically become a month-to-month tenancy and Landlord shall have the right to terminate this Lease upon thirty (30) days prior written notice to Tenant.

12.3         Attornment.  If any mortgagee (or its nominee or designee) shall succeed to the rights of Landlord hereunder through possession or foreclosure action, deed in lieu of foreclosure or otherwise, or another person purchases the Property or the portion thereof containing the Premises upon or following foreclosure or in connection with any bankruptcy case commenced by or against Landlord, then at the request of Landlord’s mortgagee (or its nominee or designee) or such purchaser (Landlord’s mortgagee, its nominees and designees, and such purchaser, and their respective successors and assigns, each being a “Successor Landlord”), Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord hereunder and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment.  Upon such attornment, this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all terms, conditions and covenants as are set forth in the Lease except as otherwise provided below; provided, however, that such Successor Landlord may at any time elect to terminate this Lease in its sole discretion.  Any such termination shall be followed by a period not to exceed one hundred twenty (120) days during which Tenant shall reasonably cooperate with Successor Lender and any hotel operator selected by Successor Landlord to transition the operation of the Premises.  If this Lease shall have terminated by operation of law or otherwise as a result of or in connection with a bankruptcy case commenced by or against Landlord or a foreclosure action or proceeding or delivery of a deed in lieu thereof, upon request of Successor Landlord, Tenant shall, promptly execute and deliver a direct lease with Successor Landlord which direct lease shall be on substantially the same terms and conditions as this Lease (subject, however, to the provisions of following clauses (a)-(e) of this Section 3) and shall be effective as of the day this Lease shall have terminated as aforesaid.  Notwithstanding the continuation of this Lease, the attornment of Tenant thereunder or the execution of a direct lease between Successor Landlord and Tenant as aforesaid, Successor Landlord shall not:

a.             be liable for any previous act or omission of Landlord (or its predecessors in interest);

b.             be subject to any credits, offsets, claims, counterclaims, demands or defenses which Tenant may have against Landlord (or its predecessors in interest);

c.             be liable or obligated to comply with or fulfill any of the obligations of Landlord hereunder or any agreement relating thereto with respect to the construction of, or payment for, improvements on or above the Premises (or any portion thereof), leasehold improvements, tenant work letters and/or similar items;

d.             be required to account for any security deposit other than any security deposit actually delivered to Successor Landlord; or

e.             bound by any modification of this Lease made without the written consent of Successor Landlord if such party had a consent right under the Loan Documents at the time that

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such modification was executed and such modification was executed without such party’s consent.

13.           ASSIGNMENT AND SUBLETTING.

13.1         Assignment With Consent.   Tenant shall not assign, transfer, mortgage, pledge, hypothecate or encumber this Lease nor the leasehold estate hereby created or any interest herein, or sublet the Leased Assets or any portion thereof, or license the use of all or any portion of the Leased Assets without the prior express written consent of the Landlord, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, (i) any assignment, sublease or outsourcing by Tenant shall be freely permitted to the extent such assignment, sublease or outsourcing is not in violation of the borrower’s covenants under the Loan Agreement; and (i) that any leases or subleases of the Leased Assets existing as of the Commencement Date shall be expressly permitted hereunder.  If any of the foregoing prohibited acts shall be effected by Tenant or if any part of the Leased Assets be occupied by anybody other than Tenant, other than as provided for herein, Landlord may collect rent from the assignee, transferee, subtenant, concessionaire, licensee, occupant or the like, and apply the net amount collected to the Rent, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this Article 13, or the acceptance of the third Person thereof as Tenant, or a release of Tenant from the further performance by Tenant of this Lease.  Notwithstanding the foregoing, any Successor Landlord (as defined herein) shall have the right, in its reasonable discretion, to prohibit any assignment, sublease, or outsourcing.

13.2         No Merger.  The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation hereof, or the termination of this Lease by Landlord pursuant to any provision contained herein, shall not work a merger, but at the option of Landlord, shall either terminate any or all existing subleases or subtenancies, or operate as an assignment to the Landlord of any and all such subleases or subtenancies as determined by Landlord, exercisable in Landlord’s sole discretion.

14.           INSOLVENCY AND DEATH.

14.1         No Passage by Law.  It is understood and agreed that neither this Lease nor any interest herein or hereunder, nor any estate hereby created in favor of Tenant, shall pass by operation of law under any state or federal insolvency, bankruptcy or inheritance act, or any similar Applicable Law now or hereafter in effect, to any trustee, receiver, assignee for the benefit of creditors, heir, legatee, devisee, or any other Person whomsoever without the express prior written consent of Landlord, exercisable in Landlord’s sole discretion.

15.           REPRESENTATIONS AND WARRANTIES.

15.1         Representations and Warranties of Landlord.  Landlord hereby makes the following representations and warranties to Tenant as of the Effective Date:

(a)           Landlord has the capacity to enter into and to carry out the terms and provisions of this Lease, including, without limitation, the lease to Tenant of the Leased Assets, and other than the Approvals of the Nevada Gaming Authorities, if required, no Approval of any

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Governmental Authority or any other third Person is required in connection therewith, and this Lease constitutes the legal, valid and binding Lease of Landlord, enforceable in accordance with its terms, except to the extent that enforcement may be affected by laws relating to bankruptcy, reorganization, insolvency and creditors’ rights and by the availability of injunctive relief, specific performance and other equitable remedies;

(b)           Neither the execution and delivery of this Lease, nor the consummation of the transactions contemplated hereby, will conflict with or result in a violation or breach of term or provision of, or constitute a default under (i) any order, judgment, writ, injunction, decree, license, permit, statute, rule or regulation of any court, governmental, regulatory or public body; or (ii) any license, franchise, permit, indenture, mortgage, deed of trust, lease, contract, instrument, commitment or other Lease or arrangement to which Landlord is a party or by which Landlord or the Lease Assets, as applicable, is bound; and

(c)           No representation or warranty by Landlord contained in this Lease contains any untrue statement of a material fact or omit to state a material fact necessary in order to make the statement and facts contained herein not misleading.

15.2         Representations and Warranties of Tenant.  Tenant hereby makes the following representations and warranties to Landlord as of the Effective Date:

(a)           Tenant has the full right, power and lawful authority to enter into and to carry out the terms and provisions of the Lease, including, without limitation, the lease from Landlord of the Leased Assets, no Approval of any Governmental Authority or any other third Person is required in connection therewith and this Lease constitutes the legal, valid and binding Lease of Tenant, enforceable in accordance with its terms, except to the extent that enforcement may be affected by laws relating to bankruptcy, reorganization, insolvency and creditors’ rights and by the availability of injunctive relief, specific performance and other equitable remedies;

(b)           Neither the execution and delivery of this Lease, nor the consummation of the transactions contemplated hereby, will conflict with or result in a violation or breach of any term or provision of, or constitute a default under (i) any order, judgment, writ, injunction, decree, license, permit, statute, rule or regulation of any court, governmental, regulatory or public body; or (ii) any license, franchise, permit, indenture, mortgage, deed of trust, lease, contract, instrument, commitment or other Lease or arrangement to which Tenant is a party or by which it or Tenant’s Property, as applicable, is bound; and

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(c)           No representation or warranty by Tenant contained in this Lease contains any untrue statement of a material fact or omit to state a material fact necessary in order to make the statement and facts contained therein not misleading.

(d)           Tenant has all liquor licenses and other licenses required by Applicable Law to conduct Liquor Sales and to operate a hotel at the Premises as provided in Section 6.6 of this Lease.

16.           DAMAGE; DESTRUCTION; CONDEMNATION.

16.1         Continuation of Rent.  Should the Leased Assets be damaged or destroyed to the extent that such damage or destruction substantially interferes with the operations of the Premises and was not caused by the fault or negligence of Tenant, or its Affiliates, agents, employees, servants, contractors, licensees, customers or business invitees, either Landlord or Tenant shall have the option to terminate this Lease by notifying the other party of such election in writing within thirty (30) calendar days after such damage or destruction; provided, however, if Tenant notifies Landlord in writing within thirty (30) calendar days of such damage or destruction of Tenant’s election to restore or repair the Leased Assets and proceeds to and does restore or repair the Leased Assets with all reasonable diligence, at its sole expense, to the condition in which they were immediately prior to such destruction or damages, the Lease shall not terminate, but shall continue in full force and effect.  During any period of reconstruction, Tenant’s obligations under this Lease shall continue, but rent shall be abated to the extent (and only in a proportionate amount) that the Premises are non-usable.

16.2         Partial Condemnation.  If a partial portion of the Premises shall be taken by condemnation, then a just portion of the Rent shall be abated according to the nature and extent of the taking, appropriation and/or injuries sustained by the Premises, including the portion required by Tenant to make such restoration or repairs necessitated by the taking, from the time of such taking, appropriation or injury until restoration.  Except for such abatement, Tenant shall not participate in any other respect in any part of the condemnation award that may be made.  Nothing herein contained, however, shall preclude Tenant from asserting as against the condemning authority its claim for injury or damages occasioned by such condemnation to Tenant’s Property or the operations of the Premises provided the same does not decrease Landlord’s condemnation award.

16.3         Full Condemnation.  If the entire portion of the Premises shall be taken by condemnation, or a partial portion of the Premises shall be taken by condemnation and the portion remaining is not reasonably susceptible to the operations of the Premises, either Landlord or Tenant shall have the option to terminate this Lease by notifying the other Person of such election in writing within thirty (30) calendar days after such taking and Tenant shall not participate in any other respect in any part of the condemnation award that may be made.  Nothing herein contained, however, shall preclude Tenant from asserting as against the condemning authority its claim for injury or damages occasioned by such condemnation to the Tenant’s Property or the operations of the Premises provided the same does not decrease Landlord’s condemnation award.

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17.           RIGHT OF ACCESS.

17.1         Right of Re-Entry.  Subject to Nevada Gaming Laws, Landlord and its authorized agents and representatives shall be entitled to enter the Premises at any reasonable time for the purpose of (a) observing, posting or keeping posted thereon notices provided for hereunder, and such other notices as Landlord may deem necessary or appropriate for protection of Landlord, its interest or the Leased Assets; (b) inspecting the Leased Assets or any portion thereof; and (c) inspecting the Leased Assets relative to concerns over use, storage or disposal of Hazardous Materials.  Entry into the Premises obtained by Landlord by any such means shall not be deemed to be forcible or unlawful entry into, or a detainer of, the Premises, or an eviction of Tenant from the Premises or any portion thereof.

18.           EXPENDITURES BY LANDLORD.

18.1         Expenditures.  Whenever under any provision of this Lease, Tenant shall be obligated to make any payment or expenditure, or to do any act or thing, or to incur any liability whatsoever, and Tenant fails, refuses or neglects to perform as herein required, Landlord shall be entitled, but shall not be obligated, to make any such payment or to do any such act or thing, or to incur any such liability, all on behalf of and at the cost and for the account of Tenant.

19.           ESTOPPEL CERTIFICATE.

19.1         Estoppel Certificate.  Tenant agrees that within thirty (30) calendar days of any demand therefor by Landlord, Tenant will execute and deliver to Landlord and/or Landlord’s designee a recordable certificate stating that this Lease is in full force and effect, such defenses or offsets as are claimed by Tenant, if any, the date to which all rentals have been paid, and such other information as reasonably and customarily contained in a commercial estoppel certificate concerning the Lease, the Premises and Tenant as Landlord or the Lender or said designee may request.  In the event that Tenant fails to execute and/or deliver any such certificate or offset statement to Landlord within said thirty (30) calendar days, (i) Tenant shall be deemed to have represented and warranted that the Lease is in full force and effect and that Landlord is not in default under the Lease, and (ii) Tenant shall be deemed in violation of this Lease and Landlord shall have the rights and remedies for Events of Default pursuant to the terms hereof.

20.           DEFAULT; REMEDIES.

20.1         Tenant’s Default.  The occurrence of any one or more of the following events shall be an “Event of Default” under this Lease:

(a)           Tenant shall default in the payment of any sum of money required to be paid hereunder and such default continues for ten (10) Business Days after written notice thereof from Landlord to Tenant;

(b)           Tenant shall default in the performance of any other term, covenant or condition of this Lease on the part of Tenant to be kept and performed and such default continues for thirty (30) calendar days after written notice thereof from Landlord to Tenant; provided, however, that if the default complained of in such notice is of such a nature that the same can be rectified or cured, but cannot with reasonable diligence be done within said thirty (30) calendar-

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day period, then such default shall be deemed to be rectified or cured if Tenant shall, within said thirty (30) calendar-day period, commence to rectify and cure the same and shall thereafter complete such rectification and cure with all due diligence;

(c)           Tenant shall vacate or abandon the Leased Assets during the Term and not otherwise be current in its rental and other obligations under this Lease;

(d)           There is filed any petition in bankruptcy by or against Tenant, which petition is not dismissed within ninety (90) days of its filing, or there is appointed a receiver or trustee to take possession of Tenant or of all or substantially all of the assets of Tenant, or there is a general assignment by Tenant for the benefit of creditors, or any action is taken by or against Tenant under any state or federal insolvency or bankruptcy act, or any similar law now or hereafter in effect, including, without limitation, the filing of execution or attachment against Tenant and such levy continues in effect for a period of sixty (60) calendar days;

(e)           Tenant shall do, or permit to be done, any act which creates a mechanic’s lien or claim thereof against the Leased Assets or the Property and fails to timely discharge same;

(f)            Tenant shall fail to maintain all necessary approvals, permits and waivers under the Nevada Gaming Laws to operate the Premises; or

(g)           Tenant shall fail to furnish Landlord with proof of any insurance policy required to be maintained by Tenant, and such default shall continue for twenty (20) calendar days after written notice from Landlord.

20.2         Remedies.  Upon the occurrence of an Event of Default, in addition to any other rights or remedies provided for herein or available at law or in equity, Landlord, at its sole option, shall have the following rights:

(a)           The right to declare the Term ended and, subject to Nevada Gaming Laws, to re-enter the Premises and take possession thereof, and to terminate all of the rights of Tenant in and to the Leased Assets; or

(b)           The right, whether or not the Premises or any part thereof be relet, until the end of what would have been the Term in the absence of such Event of Default, to hold Tenant liable to Landlord and pay to Landlord monthly an amount equal to the amount due as Rent, less the net proceeds for said month, if any, of any reletting after deducting all of Landlord’s expenses in connection with such reletting, including, without limitation, all repossession costs, brokerage commissions, legal expenses, court costs, reasonable attorneys’ fees, and expenses of preparation for such reletting (all said costs are cumulative and shall be applied against proceeds of reletting until paid in full).

20.3         Additional Re-Entry Rights.  Subject to Nevada Gaming Laws, pursuant to said rights of re-entry above, Landlord shall have the right to remove all Persons from the Premises and the right, but not the obligations, to remove all Tenant’s Property therefrom, and the right, but not the obligation, to enforce any rights Landlord may have against said Tenant’s Property or store the same in any public or private warehouse or elsewhere at the cost and for the account of

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Tenant or the owner or owners thereof.  Notwithstanding anything contained herein to the contrary, Landlord shall not be deemed to have terminated this Lease or the liability of Tenant to pay any Rent or other sum of money thereafter to accrue hereunder, or Tenant’s liability for damages under any of the provisions hereof, by any such re-entry, or by any action in unlawful detainer or otherwise to obtain possession of the Leased Assets, unless Landlord shall have specifically, with reference to this Section 20.3, notified Tenant in writing that it has so elected to terminate this Lease. Tenant covenants and agrees that the service by Landlord of any notice pursuant to the unlawful detainer statutes of the State of Nevada and the surrender of possession pursuant to such notice shall not (unless Landlord elects to the contrary at the time of, or at any time subsequent to, the service of such notice to Tenant) be deemed to be a termination of this Lease, or the termination of any liability hereunder of Tenant to Landlord.

20.4         Waiver by Landlord.  The waiver by Landlord of any particular Event of Default or breach of any of the terms, covenants or conditions hereof on the part of Tenant to be kept and performed shall not be a waiver of any preceding or subsequent Event of Default or breach of the same or any other term, covenant or condition contained herein.  Landlord’s failure to insist upon strict performance of any of the terms, conditions or covenants herein shall not be deemed to be a waiver of any rights or remedies of Landlord.  The subsequent acceptance of Rent by Landlord shall not be construed to be a waiver of any preceding breach by Tenant of any term, covenant or condition of this Lease other than the failure of Tenant to pay the particular Rent or other payment or portion thereof so accepted, regardless of Landlord’s knowledge of such preceding breach at the time of acceptance of such rental or other payment.  No payment by Tenant or receipt by Landlord of a lesser amount than the Rent shall be deemed to be other than on account of the earliest Rent due and payable hereunder, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as Rent be deemed an accord and satisfaction, and Landlord may accept any such check or payment without prejudice to Landlord’s right to recover the balance of such Rent or pursue any other remedy provided in this Lease or in law or equity.  This Section 20.4 may not be waived.

20.5         Quiet Possession.  Tenant, upon paying the Rent, and upon Tenant’s performance of all of the terms, covenants and conditions of this Lease on its part to be kept and performed, may quietly have, hold and enjoy the Leased Assets during the Term without any disturbance from Landlord or from any other Person claiming through Landlord.

20.6         Default by Landlord.  It is agreed that in the event Landlord fails or refuses to perform any of the provisions, covenants or conditions of this Lease on Landlord’s part to be kept or performed, that Tenant, prior to exercising any right or remedy Tenant may have against Landlord on account of such default, shall give written notice to Landlord of such default, specifying in said notice the default with which Landlord is charged and Landlord shall not be deemed in default if the same is cured within thirty (30) calendar days of receipt of said notice.  Notwithstanding any other provisions hereof, Tenant agrees that if the default complained of in the notice provided for by this Section 20.6 is of such a nature that the same can be rectified or cured by Landlord, but cannot with reasonable diligence be rectified or cured by Landlord within said thirty (30) calendar-day period, then such default shall be deemed to be rectified or cured if Landlord within a thirty (30) calendar-day period shall commence the rectification and curing thereof and shall continue thereafter with all due diligence to cause such rectification and curing to proceed.

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For so long as the Loan is outstanding, Tenant shall promptly notify Lender of any default by Landlord hereunder and of any act or omission of Landlord which would give Tenant the right to cancel or terminate this Lease or to claim a partial or total eviction, which continues beyond any applicable cure period.  In the event of a default Landlord hereunder which would give Tenant the right, immediately or after the lapse of a period of time, to cancel or terminate this Lease or to abate or offset against the payment of rent or to claim a partial or total eviction, or in the event of any other act or omission of Landlord which would give Tenant the right to cancel or terminate this Lease or to abate or offset against the payment of rent or to claim a partial or total eviction, Tenant shall not exercise such right (a) until Tenant has given written notice of such default, act or omission to Lender and (b) unless Lender has failed, within thirty (30) days, unless this Lease provides for a longer cure period in which case such longer cure period shall apply, after Lender receives such notice to cure or remedy the default, act or omission or, if such default, act or omission is not reasonably capable of being remedied by Lender within such thirty (30) day or longer cure period, as applicable, until a reasonable period for remedying such default, act or omission not to exceed the greater of (i) ninety (90) days or (ii) the period to which Landlord would be entitled under the Lease, after similar notice, to effect such remedy, shall have elapsed following the giving of notice to Lender, provided that Lender shall with due diligence give Tenant written notice of its intention to, and shall commence and continue to, remedy such default, act or omission.  Nothing contained herein, however, shall be construed or operate to obligate or require Lender to remedy such default, act or omission.  To the extent Lender incurs any expenses or other costs in curing or remedying such default, act or omission, including, without limitation, attorneys’ fees and disbursements, Lender shall be subrogated to Tenant’s rights against Landlord.

21.           FORCE MAJEURE.

21.1         Force Majeure.  Whenever a day is appointed herein on which, or a period of time is appointed in which, either party hereto is required to do or complete any act, matter or thing, the time for the doing or completion thereof shall be extended by a period of time equal to the number of calendar days on or during which such party is prevented from or is unreasonably interfered with, the doing or completion of such act, matter or thing because of labor disputes, civil commotion, war, warlike operation, sabotage, governmental regulations or control, fire or other casualty, inability to obtain any materials, or to obtain fuel or energy, weather or other acts of God, or other causes beyond such party’s reasonable control (financial inability excepted); provided, however, that nothing contained herein shall excuse Tenant from the prompt payment of any Rent, except as may be specifically provided in this Lease.

22.           GENERAL.

22.1         Limitation of Claims.  Tenant understands and agrees that any claims by Tenant against Landlord with respect to this Lease shall be limited to the assets of the beneficial owner of the Leased Assets.  Tenant expressly waives any and all rights to proceed against the individual partners or against the officers, directors or stockholders of any corporate partner of such beneficial owner, except to the extent of their interests therein.

22.2         Notices.  All notices required or permitted to be given hereunder shall be in writing and may be delivered by hand, facsimile, nationally recognized private courier or

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overnight delivery service, or by United States mail.  Notices delivered by mail shall be deemed given three (3) Business Days after being deposited in the United States mail, postage prepaid, registered or certified mail.  Notices delivered by hand shall be deemed given upon receipt.  Notices delivered by facsimile, nationally recognized private courier or overnight delivery shall be deemed given on the first business day following transmission (in the case of facsimiles) or deposit with the relevant courier or service; provided, however, that a notice delivered by facsimile shall only be effective if such notice is also delivered by hand, or deposited in the United States mail, postage prepaid, registered or certified mail, on or before two (2) Business Days after its transmission by facsimile.  All notices shall be addressed as follows:

If to Landlord:	PH Fee Owner LLC
	3667 Las Vegas Boulevard, South
	Las Vegas, Nevada 89109
	Attention: General Counsel
	Facsimile: (702) 785-5936
If to Tenant:	OpBiz, L.L.C.
	3667 Las Vegas Boulevard, South
	Las Vegas, Nevada 89109
	Attention: General Counsel
	Facsimile: (702) 785-5936

22.3         Entire Agreement.  This Lease constitutes the entire agreement between the parties here­to pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.

22.4         Severability.  If any part of this Lease is determined to be void, invalid or unenforceable, such void, invalid, or unenforceable portion shall be deemed to be separate and severable from the other portions of this Lease, and the other portions shall be given full force and effect, as though the void, invalid or unenforceable portions or provisions were never a part of the Lease.

22.5         Amendment and Modification.  No supplement, modification, waiver or termination of this Lease shall be binding unless executed in writing by the party to be bound.  No waiver of any of the provisions of this Lease shall be deemed or shall constitute a waiver of any other provisions, whether or not similar, nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

22.6         Headings.  Article, Section, Subsection or clause headings are not to be considered part of this Lease and are included solely for convenience and reference and shall not be held to define, construe, govern or limit the meaning of any term or provision of this Lease.  References in this Lease to an Article, Section, Subsection or clause, or any similar reference, shall be reference to an Article, Section, Subsection or clause of this Lease unless otherwise stated or the context otherwise requires.

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22.7         Successors.  All of the terms, provi­sions and obligations of this Lease shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, representatives, successors and assigns.

22.8         Governing Law; Jurisdiction.  This Lease has been prepared, executed and delivered in, and shall be interpreted under, the internal laws of the State of Nevada, without giving effect to its conflict of law provisions.   Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Lease or the transactions contemplated hereby in (a) the courts of Clark County, State of Nevada, or (b) the United States District Court for the District of Nevada, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

22.9         Waiver of Jury Trial; Counterclaims.  The parties shall and do hereby waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other on any matters whatsoever arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant, Tenant’s use or occupancy of the Leased Assets, and/or any claim of injury or damage.  In the event Landlord commences any proceedings for non-payment of any Rent, Tenant will not interpose any counterclaim of whatever nature or description in any such proceedings.  This shall not, however, be construed as a waiver of the Tenant’s right to assert such claims in any separate action or actions brought by Tenant.

22.10       Attorneys’ Fees.  In the event any party incurs legal fees or other costs to enforce any of the terms of this Lease, to resolve any dispute with respect to its provisions, or to obtain damages for breach thereof, whether by prosecution or defense, the nonprevailing party to such action shall pay the prevailing party’s reasonable expenses, including, without limitation, reasonable attorneys’ fees and costs, incurred in such action.

22.11       Interpretation.  This Lease is to be deemed to have been prepared jointly by the parties hereto, and if any inconsistency or ambiguity exists herein, it shall not be interpreted against either party but according to the application of rules of the interpretation of contracts, if such an uncertainty or ambiguity exists.  Each party has had the availability of legal counsel during the joint preparation of this Lease.  In the interpretation of this Lease, the singular may be read as the plural, and vice versa, the neuter gender as the masculine or feminine, and vice versa, and the future tense as the past or present, and vice versa, all interchangeably as the context may require in order to fully effectuate the intent of the parties and the transactions contemplated herein.  Syntax shall yield to the substance of the terms and provisions hereof.

22.12       Third Parties.  Nothing in this Lease, expressed or implied, is intended to confer upon any Person other than the parties hereto any rights or remedies under or by reason of this Lease.

22.13       Expenses.  Each party shall bear its own expenses incurred by it in connection with the negotiation, execution and delivery of this Lease, including without limitation, the fees and expenses of each party’s legal counsel and accountants.

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22.14       Waiver of Rights.  Without limiting the provisions of Section 20.5, failure to insist on compliance with any of the terms, covenants, or conditions hereof shall not be deemed a waiver of such terms, covenants, or conditions, nor shall any waiver or relinquishment of any right or power hereunder at any one time or more times be deemed a waiver or relinquishment of such rights or powers at any other time or times.

22.15       Further Assurances.  Each party will, from time to time after the execution of this Lease, execute and deliver such instruments, documents and assurances and take such further acts as the other party may reasonably request to carry out the purpose and intent of this Lease without undue delay.  Any party who fails to comply with this Section 22.15 shall reimburse the other party for any direct expenses, including attorneys’ fees and court costs, which, as a result of this failure, become reasonably necessary for carrying out this Lease.

22.16       Counterparts.  This Lease may be executed in counterparts, each of which so executed shall be deemed an original, and both of which shall together constitute one and the same agreement.

[Signatures appear on following page.]

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IN WITNESS WHEREOF, the parties have executed this Lease as of the Effective Date.

“LANDLORD”

PH FEE OWNER LLC,

a Delaware limited liability company

By:

Name:

Its:

“TENANT”

OPBIZ, L.L.C.,

a Nevada limited liability company

By:

Name:

Its:

GLOSSARY

As used in this Lease, the following capitalized terms shall have the following meanings:

“Affiliates” means any Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified.  For purposes of this definition, control of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise and, in any event and without limitation of the previous sentence, any Person owning ten percent (10%) or more of the voting securities of another Person shall be deemed to control that Person.

“Applicable Laws” means, without limitation, any and all foreign, federal, state and local laws, statutes, rules, regulations, codes, ordinances, plans, orders, judgments, decrees, writs, injunctions, notices, decisions or demand letters issued, entered or promulgated pursuant to any foreign, federal, state or local law, and includes, without limitation, Nevada Gaming Laws.

“Business Days” means Monday through Friday other than those days on which banks and governmental institutions in the State of Nevada are typically closed.

“Casino” shall have the meaning provided in Section 6.1.

“Commencement Date” shall have the meaning provided in Section 2.1.

“Debt” shall mean the indebtedness described in the Loan Agreement.

“Effective Date” shall have the meaning provided in the Introduction hereto.

“FF&E” shall mean furniture, non-fixed fixtures, equipment placed in the Premises by Tenant.

“Gaming Equipment” means any and all gaming devices (as defined in NRS § 463.0155), gaming device parts inventory and other related gaming equipment and supplies used in connection with the operation of a casino, including, without limitation, slot machines, gaming tables, cards, dice, chips, tokens, player tracking systems, cashless wagering systems (as defined in NRS § 463.014) and associated equipment (as defined in NRS § 463.0136), which are located at the Premises as of the Effective Date and used or usable exclusively in present or future Gaming Operations or ordered for future Gaming Operations as of the Commencement Date.

“Gaming Operations” shall mean the operation of slot machines and live games at the Casino.

“Governmental Authority” means any Federal, state, municipal or local government, governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, instrumentality, body, court, tribunal, arbitrator or arbitral body, including, without limitation, the Nevada Gaming Authorities.

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“Hazardous Materials” means substances defined as “hazardous substances” under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 43 U.S.C. Section 9601 et. seq., or as “hazardous”, “toxic” or “pollutant” substances or as “solid waste” under the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801 et. seq., as amended, and the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et. seq., as amended, or as otherwise defined under comparable state law.

“Landlord” shall have the meaning provided in the Introduction hereto.

“Lease” shall have the meaning provided in the Introduction hereto.

“Leased Assets” shall have the meaning provided in Recital A.

“Liquor Sales” shall have the meaning provided in Section 6.6.

“Loan Agreement” shall mean that certain Loan Agreement of even date herewith between Landlord and Tenant, collectively as borrower, and Column Financial, Inc., as lender.

“Nevada Gaming Authorities” means collectively, the Nevada Gaming Commission, the Nevada State Gaming Control Board, and all other state and local regulatory and licensing bodies with authority over gaming activities and devices in the State of Nevada.

“Nevada Gaming Laws” means all laws pursuant to which any Nevada Gaming Authority possesses regulatory, licensing or permit authority over gaming or the distribution of gaming devices and associated equipment, codified in NRS Chapter 463 and the regulations of the Nevada Gaming Commission promulgated thereunder.

“NRS” means the Nevada Revised Statutes, currently in effect and as amended from time to time.

“Person” means any natural person, corporation, limited liability company, general partnership, limited partnership, proprietorship, other business organization, trust, union, or association.

“Premises” shall have the meaning provided in Recital A.

“Property” shall have the meaning provided in Recital A.

“Redemption Regulation” shall have the meaning provided in Section 6.5.

“Rent” shall have the meaning provided in Section 3.1.

“Tenant” shall have the meaning provided in the Introduction hereto.

“Tenant’s Property” shall mean any personal property installed or placed in or on the Premises by Tenant.

“Term” shall have the meaning provided in Section 2.2.

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“Timeshare Operations Space” shall mean an area of the Premises, not in excess of twenty-five thousand (25,000) square feet, used or to be used by Landlord and/or Landlord’s subsidiary, TSP Owner LLC, and/or its affiliates, in connection with the ownership, development, operation and sales of the Timeshare Project (as defined in the Loan Agreement).

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EXHIBIT A

DESCRIPTION OF THE PREMISES

EXHIBIT A-1

DESCRIPTION OF THE CASINO

EX-10.58

Exhibit 10.58

LEASE AGREEMENT

THIS LEASE AGREEMENT (the “Lease”) is made and entered into this 30th day of November, 2006 (the “Effective Date”), by and between PH Fee Owner LLC, a Delaware limited liability company (“Landlord”), and OpBiz, L.L.C., a Nevada limited liability company (“Tenant”).  Capitalized terms used herein and not otherwise defined shall have the meanings provided in the Glossary attached hereto.

RECITALS

A.            Landlord is the owner of the real property and all improvements thereon located in Clark County, Nevada (the “Property”), including, without limitation, the gaming areas of that certain resort hotel casino located thereon and more commonly and formerly known as the Aladdin Hotel and Casino (the “Premises” or the “Hotel Casino”), as more particularly described on Exhibit A attached hereto, less and except the Timeshare Operations Space, and all fixtures permanently attached to the realty and located therein or thereon as of the Effective Date (the “Fixtures” and together with the Premises, the “Leased Assets”)  The Leased Assets specifically exclude the Gaming Equipment, the ownership of which is and shall remain in Tenant; and

B.            Landlord desires to lease to Tenant and Tenant desires to accept, hire and lease from Landlord the Leased Assets for Tenant’s operation of the Hotel Casino, subject to the terms and conditions more particularly described herein.

AGREEMENT

1.             LEASED ASSETS.

1.1           Leased Assets.  Upon the conditions, limitations, covenants and agreements herein set forth, Landlord hereby leases to Tenant, and Tenant hereby accepts, hires and leases from Landlord the Leased Assets.  Landlord and Tenant acknowledge that the description of the Premises in Exhibit A may change from time to time as reconfigurations of the gaming areas of the Hotel Casino occur in the normal course of business.  Upon any such reconfiguration, Landlord and Tenant agree to reasonably cooperate to mutually agree upon appropriate changes to Exhibit A to reflect the reconfiguration.  Notwithstanding the foregoing, Landlord and Tenant agree that, so long as the Debt is outstanding, Tenant shall not be permitted to make any changes to Exhibit A which will materially diminish the size of the leased premises described in that certain Lease Agreement of even date herewith between Landlord and Tenant for the non-gaming areas of the Property, unless Tenant obtains the prior written consent of Lender (as defined in the Loan Agreement) which consent may be withheld in Lender’s reasonable discretion.

1.2           Future Reservations.  This Lease shall be subject to all existing and future covenants, conditions, restrictions, reservations and easements now or hereafter recorded against the Property including, without limitation, that certain Agreement and Amendment to Construction Operation and Reciprocal Easement Agreement by and between Boulevard Invest, LLC and Planet Hollywood, dated on or about July 31, 2005, and recorded in Book 20051117 as

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Instrument No. 0005802 of the Official Records of Clark County, Nevada,  concerning the Desert Passage Mall, and that certain Construction, Operation and Reciprocal Easement Agreement entered into as of February 26, 1998 by and among Aladdin Gaming, LLC, Aladdin Bazaar, LLC and Aladdin Music Holdings, LLC.

2.             TERM.

2.1           Commencement Date.  The commencement date of this Lease (the “Commencement Date”) shall be the date hereof.

2.2           Term.  The initial term of the Lease (the “Initial Term”) shall be two (2) years commencing on the Commencement Date.  Provided, however, that the Initial Term shall automatically renew for successive periods of one (1) year each for so long as the Debt is outstanding and, thereafter, for successive periods of three (3) months (each a “Renewal Period” and together with the Initial Term, the “Term”), unless, after the Debt is no longer outstanding, either party gives thirty (30) days’ written notice to the other party prior to the expiration of the then current Initial Term or Renewal Period, as the case may be, that such automatic renewal will not occur.

3.             RENT.

3.1           Rent.  Beginning on the first (1st) day of the month immediately following the Commencement Date and on the first (1st) day of each month during the Term thereafter, Tenant shall pay to Landlord, without offset or deduction, monthly base rent for the Leased Assets of One Million One Hundred Sixty-Six Thousand Six Hundred Sixty-Seven and 00/100 Dollars ($1,166,667.00) (the “Rent”).  In the event the Commencement Date of this Lease occurs on a day other than the first day of a calendar month, the Rent for such partial calendar month shall be a prorated portion of a full monthly installment of Rent, which shall be paid to Landlord on the Commencement Date.  In the event this Lease expires or is earlier terminated on a day other than the last day of a calendar month, the Rent for such partial calendar month shall be a prorated portion of a full monthly installment of Rent, and Tenant shall be reimbursed by Landlord for any amounts applicable to the portion of the calendar month following the expiration of the Term.

3.2           Payment.  All payments of Rent shall be payable by Tenant to Landlord in legal tender of the United States of America at the address set forth for Landlord in Section 22.2 or such other place as Landlord may, from time to time, designate in writing.

3.3           Late Charge.  If Tenant shall fail to pay Rent within five (5) days after written notice from Landlord to pay rent, then the past due rent shall bear interest at the Interest Rate (as defined below), from the due date thereof until paid.  The amount of any such interest shall be additional rent hereunder and shall be payable upon demand.  The assessment and receipt of interest as aforesaid shall be in addition to, and shall in no way be deemed to limit, any other rights and remedies Landlord may have under this Lease or otherwise for non-payment of Rent.  As used herein, “Interest Rate” shall mean an interest rate equal to the statutory rate of interest set forth in NRS 99.040 or any successor statute.

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3.4           Net Lease.  It is the purpose and intent of Landlord and Tenant that the Rent payable hereunder shall be absolutely net to Landlord so that this Lease shall yield, net to Landlord, the Rent specified herein in each month during the term of this Lease.  This is an absolutely net lease, and, except as otherwise specifically provided in Sections 2.2 and 16 hereof, this Lease shall not terminate nor shall Tenant have any right to terminate this Lease; nor shall Tenant be entitled to any abatement, deduction, deferment, suspension or reduction of, or setoff, defense or counterclaim against, any rentals, charges, or other sums payable by Tenant under this Lease.

4.             POSSESSION AND SURRENDER.

4.1           Acceptance.  Tenant shall be deemed to have accepted the Leased Assets on the date hereof.  Tenant represents to Landlord that Tenant has examined the title to and the physical condition of the Premises prior to the execution and delivery of this Lease and has found the same to be satisfactory for all purposes hereof, and Tenant accepts the title and condition of the Premises in their respective, present condition “as is, where is, with all faults”.  Landlord makes no representation or warranty with respect to the condition of the Premises or its fitness or availability for any particular use, and Landlord shall not be liable for any latent or patent defect therein.

4.2           Tenant’s Property.  Unless otherwise agreed between Landlord and Tenant, upon the expiration or earlier termination of the Term, Tenant shall surrender the Leased Assets, including, without limitation, any improvements or repairs undertaken by Tenant and any other improvements to the realty, in the same condition as on the Commencement Date, reasonable wear and tear excepted.  Any of Tenant’s Property which is not promptly removed upon the expiration or earlier termination of the Term shall be deemed abandoned by Tenant, and Tenant shall have no further right, title or interest in and to such abandoned Tenant’s Property.

5.             USE OF LEASED ASSETS.

5.1           Use of Leased Assets; and Operating Standards.  The Leased Assets are leased to Tenant solely for conducting the business of operating the Hotel Casino, so long as such use is in accordance with the Operating Standards (as defined herein).  For purposes of this Lease, “Operating Standards” mean, collectively, the standards and manner of operation for the Hotel Casino and the management of the gaming business (including any operations related or ancillary thereto) which shall be (i) substantially consistent and in accordance with prior practice and, in any event, no less than the standards and manner of operation on the date hereof in all material respects, (ii) in accordance with the requirements of the Management Agreement (as defined in the Loan Agreement), this Lease and the Loan Documents (as defined in the Loan Agreement), (iii) in accordance with Applicable Laws and (iv) in accordance with the applicable insurance policies and other reasonable business requirements of any carrier having insurance on the Property or any part thereof.

5.2           Maintenance.  Except as provided for elsewhere herein, Tenant shall keep and maintain, at Tenant’s sole cost and expense, in good order, condition and repair, reasonable wear and tear excepted.

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5.3           Non-Interference.  Tenant shall not do, permit or suffer anything to be done, or kept upon the Premises which will obstruct or interfere with the rights of Landlord.

5.4           Compliance With Easements.  The use of the Leased Assets by Tenant, its Affiliates, agents, employees, servants, contractors, licensees, customers or business invitees, shall at all times be in compliance with all material covenants, conditions and restrictions, easements, reciprocal easement agreements, and all matters presently of public record or which may hereafter be placed of public record, which affect the Leased Assets or the Property, or any part thereof.

5.5           Compliance With Laws and Loan Documents.  Tenant shall, at its sole cost and expense, comply with all Applicable Laws during the Term and affecting the Leased Assets or Tenant’s use thereof and Tenant shall not use the Leased Assets so as to create waste or constitute a nuisance or disturbance.  Furthermore, the terms of the Loan Documents, to the extent applicable, are hereby incorporated by reference and shall, as herein incorporated, survive any foreclosure of the Loan (as defined in the Loan Agreement) for the benefit of any Successor Landlord (as defined herein).

5.6           Hazardous Substances.  Tenant shall not use the Premises for the generation, storage, manufacture, production, releasing, discharge, or disposal or any Hazardous Materials or allow or suffer any other Person to do so.

5.7           Alterations.  Except as contemplated or permitted by the Loan Agreement, Tenant shall not make any structural alteration or replacement (whether interior or exterior, ordinary or extraordinary) of any nature or description to the Premises without having first obtaining Landlord’s prior written approval thereof, which consent shall not be unreasonably withheld, delayed or denied.  Tenant is authorized to make non-structural alterations, repairs and replacements without the necessity of obtaining Landlord’s written consent, but only on the condition that it provide prior notice of such work so as to afford Landlord reasonable time to file notices of nonresponsibility.

6.             GAMING EQUIPMENT/LIQUOR.

6.1           Gaming.  Tenant may, at all times during the Term, be responsible for and conduct Gaming Operations in the casino portion at the Hotel Casino (the “Casino”) and all activities necessary or incidental thereto, including, without limitation:

(a)           Gaming Operations.  Maintain all necessary regulatory authorizations of the Nevada Gaming Authorities;

(b)           Sports Book.  Permit the continued provision of a sports book at the Casino; and

(c)           Expenses.  Be responsible for, and bear the expense of, all accounting, marketing, advertising, special events, surveillance and maintenance associated with the Gaming Equipment and the Gaming Operations.

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6.2           Location.  The location and selection of the Gaming Equipment on the Premises shall be at the sole discretion of Tenant.

6.3           Supervision of Minors.  Tenant shall be responsible at all times, in accordance with Nevada Gaming Laws, to provide supervision at or near the Gaming Equipment to prevent minors from playing the Gaming Equipment or loitering in the Casino and will provide one (1) or more employees at all times during operation of the Gaming Equipment to achieve the foregoing.

6.4           Title to Gaming Equipment.  The Gaming Equipment is and shall remain Tenant’s Property at all times during the Term and shall not be deemed fixtures, notwithstanding any attachment or connection thereof to any part of the Premises.  The Gaming Equipment shall not be deemed part of the Leased Assets.

6.5           Chips and Tokens.  In connection with the termination of the Lease, Tenant shall be solely responsible for the redemption of Tenant’s outstanding chips and tokens in accordance with and pursuant to the provisions of Regulation §12.070 (the “Redemption Regulation”).  In addition, Tenant shall pay all costs, charges and fees, including, but not limited to, reasonable attorney’s fees, incurred in connection with Tenant’s compliance with the Redemption Regulation.

6.6           Liquor.  Tenant may conduct the sale of liquor at the Hotel Casino (the “Liquor Sales”) and all activities necessary or incidental thereto, including, without limitation:

(a)           Liquor Sales.  Maintain all licenses necessary for the Liquor Sales, comply with all Applicable Laws, provide all equipment necessary or customary for the Liquor Sales, and undertaking all Liquor Sales; and

(b)           Expenses.  Be responsible for, and bear the expense of, all accounting, marketing, advertising, special events, and maintenance associated with the Liquor Sales.

7.             LANDLORD’S REPAIRS.

7.1           Landlord Repairs.  Landlord agrees, at no additional cost or expense to Tenant, to maintain and keep in good order, condition and repair the foundations, exterior walls, roof, HVAC, plumbing and electrical systems of the Hotel Casino except for reasonable wear and tear or for any damage thereto caused by any act or negligence of Tenant or its Affiliates, agents, employees, servants, contractors, licensees, customers or business invitees,, which shall be and remain the sole responsibility of Tenant (collectively, the “Landlord’s Repairs”).  It is an express condition precedent to all obligations of Landlord to undertake any of the Landlord’s Repairs that Tenant shall reasonably notify Landlord in writing of the need for such Landlord’s Repairs.

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7.2           Right of Entry.  Subject to Nevada Gaming Laws, in addition to any other rights of re-entry herein, Landlord reserves the right to enter the Premises to undertake Landlord’s Repairs or install and maintain energy submeters, conduits and other appurtenances in the soffit or other space above the ceilings or ceiling line, the walls and under any floors of the Hotel Casino.

8.             UTILITIES; TAXES.

8.1           Payment of Utilities.  From and after the Commencement Date, Tenant shall promptly pay all charges for fuel, gas, light, power, water, sewage, garbage disposal, trash, telephone and other utilities and costs of every nature incurred in connection with Tenant’s use and possession of the Leased Assets during the Term, all of which shall be paid directly to the public utility or private company supplying the same when due and without delinquency or, if the charges therefor are billed to Landlord, Landlord will subsequently bill such charges to Tenant at Landlord’s cost therefore calculated proportionally.  Landlord shall not be responsible for any loss, cost, damage, expense or liability Tenant may sustain as a result of a change in character of electric or other utility service or as a result of any public or private company’s failure to supply or reduction in any of the foregoing utility or other services to the Premises.

8.2           Payment of Taxes.  Tenant shall pay all federal, state, county, city, school district and municipal taxes, all assessments, both general and special, including all special charges, benefit assessments or judgments for local improvements and all taxes, assessments or charges of every kind or nature which may be levied against or may become due or payable in respect to (a) the Leased Assets, Tenant’s Property, machinery or equipment owned by, used by, or to be used by Tenant in the operation of the Hotel Casino; (b) the operation of the Hotel Casino, including, without limitation, all sales taxes, food and beverage taxes, and entertainment taxes; and (c) Rent (except income tax).  Such assessments, taxes and charges shall be paid by Tenant directly to the appropriate taxing or collecting authority or, if the same or any portion thereof shall have been billed to Landlord, Landlord will subsequently bill such charges to Tenant and Tenant shall pay such tax bills to Landlord within thirty (30) calendar days after notification by Landlord to Tenant, along with appropriate verification of amounts owing and paid, that the same are due and payable.  Any assessments, taxes and charges to be paid directly by Tenant to any taxing authority shall be paid by Tenant when due and evidence of timely payment thereof shall be provided by Tenant to Landlord promptly after payment upon request by Landlord.  Tenant shall only be responsible for that portion of the assessments, taxes and charges that are due or accrue (i) prior to the term of the Lease if they relate to Tenant’s occupation of the Premises and/or operation of the Hotel Casino and (ii) during the Term.

9.             INSURANCE.

9.1           Property Insurance.  Tenant shall, at all times during the Term and at its own expense, carry fire insurance and full extended coverage protection upon the Premises, including, without limitation, all FF&E, machinery and equipment in, on or about the Premises and the Tenant’s Property.  Such insurance protection shall cover losses in aggregate amounts of not less than one hundred percent (100%) of the full insurable value thereof, with a full replacement cost rider, endorsed and attached thereto.  Such policy shall be payable to Landlord and any mortgagee of Landlord, as their interests may appear.

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9.2           Liability Insurance.  Tenant shall, at all times during the Term and at its own expense, maintain in full force and effect for the use and benefit of Landlord, its existing policies of liability insurance under the terms of this Lease and Landlord shall be indemnified and protected against any and all claims for injuries or damages, suffered or alleged to have been suffered by any Person or Persons while in, on or about the Premises and for property damage arising from any and all demands, loss or liability and resulting at any time or times from the injury or death of any Person or Persons or from damage to any and all property, however arising, including, without limitation, food handling.  The insurance required to be provided by the provisions of this Section 9.2 may be provided under the terms of any blanket liability insurance policy carried by Tenant and in such event, in accordance with Section 9.5.1, Tenant shall furnish to Landlord a certificate of insurance evidencing the fact of such insurance on or before the Commencement Date.

9.3           Automobile Insurance.  Tenant shall, at all times during the Term and at its own expense, maintain in full force and effect for the use and benefit of Landlord, its existing policies of automobile liability insurance and Landlord shall be indemnified and protected against any and all claims for injuries or damages, suffered or alleged to have been suffered by an Person or Persons by vehicles owned, non-owned, or hired for use during the Term by or on behalf of Tenant.

9.4           Workers’ Compensation; Employer’s Liability.  Tenant shall, at all times during the Term and at its own expenses, maintain in full force and effect workers’ compensation insurance in accordance with Applicable Laws.  Tenant shall, at all times during the Term and at its own expense, maintain in full force and effect for the use and benefit of Landlord, its existing policies of employer’s liability insurance and Landlord shall be indemnified and protected against any and all claims for injuries or damages, suffered or alleged to have been suffered by an employee of Tenant.

9.5           Insurance Policies — General.

9.5.1        Payment of Premiums; Evidence.  Tenant shall pay all premiums for each policy of insurance required by this Article 9 when due.  Tenant has heretofore forwarded, and from time to time shall forward, to Landlord duplicate originals of certificates of insurance, together with true, correct and complete copies of all such insurance policies, including renewal and replacement policies, together with written evidence that the premiums therefore have been paid in full.

9.5.2        Cancellation.  Each policy of insurance required by this Article 9 shall provide that the same may not be cancelled upon less than thirty (30) calendar days prior written notice to Landlord.  Tenant shall direct Tenant’s insurance carriers to send copies of any and all notification of pending cancellation of insurance for any purpose whatsoever direct to the attention of Landlord at least thirty (30) calendar days prior to cancellation.

9.5.3        Subrogation.  Each policy of insurance required by this Article 9 shall contain an express waiver of any and all right of subrogation thereunder against Landlord, its agents, employees, servants or contractors.  All such policies shall be written as primary policy and not contribution with or in excess of the coverage, if any, that Landlord may carry.  Any

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provision of this Lease notwithstanding, the amounts of all insurance required hereunder to be paid by Tenant shall be not less than an amount sufficient to prevent Landlord from becoming a co-insurer.

9.5.4        Hazardous Activities.  Tenant shall not use or occupy, or permit the Leased Assets to be occupied or used, in an manner which will increase the rates of any insurance for the Leased Assets, the Property or the overall development within which the Hotel Casino is situated or that will make void or voidable any insurance then in force with respect to the Leased Assets, the Property or the overall development within which the Hotel Casino is situated, or which will make it impossible to obtain fire or other insurance with respect to the Leased Assets, the Property or the overall development within which the Hotel Casino is situated.  If Tenant shall fail to comply with the provisions of this Section 9.5.4, such noncompliance may be deemed, in Landlord’s sole discretion, to be an Event of Default hereunder and Tenant shall indemnify Landlord for any increases in insurance premium charged to Landlord as a result of Tenant’s noncompliance with the Section 9.5.4.

9.5.5        No Prohibited Activity.  Tenant agrees that it will not keep, use, sell or offer for sale in or upon the Premises any article or permit any activity which may be prohibited by any standard form of insurance policy.  Tenant agrees to pay any increase in premiums for insurance which may be carried by Landlord on the Property or the overall development in which the Hotel Casino is situated, resulting from the type of operations, of merchandise sold, or services rendered by Tenant or any of its activities in or about the Premises, whether or not Landlord has consented to the same.

9.5.6        Additional Insureds.  Each policy of insurance required by this Article 9 shall name Landlord or its successors or Affiliates as an additional insured thereunder.

9.6           Insurance Obligations under Loan Agreement.  Article VI of the Loan Agreement is hereby incorporated by reference and shall survive any foreclosure of the Loan for the benefit of Lender. Tenant’s maintenance of all insurance coverages required to be carried by the borrower under the Loan Agreement shall be deemed to satisfy the Tenant insurance requirements of this Article 9.

10.           LIENS.

10.1         Liens.  Tenant shall at all times indemnify, save and hold Landlord, the Premises, the Property and the leasehold created by this Lease free of and harmless from any claims, liens, demands, charges, encumbrances, litigation and judgments arising directly or indirectly out of any use, occupancy or activity of Tenant, or out of any work performed, material furnished, or obligations incurred by Tenant in, upon or otherwise in connection with the Leased Assets.  Tenant shall, at its sole cost and expense, within sixty (60) calendar days after filing of any lien of record, obtain the discharge and release thereof.  Provided, however, if Tenant disputes the validity of any lien, Tenant shall be given a reasonable amount of time to resolve such dispute and obtain the discharge and release of such lien.

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11.           INDEMNIFICATION.

11.1         Indemnification by Tenant.  Tenant hereby indemnifies, saves and holds Landlord, the Leased Assets, the Property, and the leasehold estate created by this Lease free of and harmless from any and all liabilities, losses, costs, expenses, including reasonable attorneys’ fees (at trial and on appeal), causes of action, suits, judgments, claims, liens and demands of any kind whatsoever in connection with, resulting from or arising out of or by reason of any direct or indirect use, misuse, occupancy, possession, act, omission or negligence of, Tenant, its agents, employees, servants, contractors, subtenants, licensees, customers or business invitees while in, upon, about or in any way connected with the Leased Assets, the Property, or the overall development in which the Premises is situated or arising from any accident, injury or damage, howsoever and by whomsoever caused, to any Person or property whatsoever, occurring in, upon, about or in any way connected with the Leased Assets or any portion thereof.  Tenant’s indemnification obligations shall include all obligations and liabilities arising from Tenant’s occupation of the Premises (whether prior to or during the Term) and all matters pertaining to Tenant’s employees.

11.2         Indemnification by Landlord.  Landlord hereby indemnifies, saves and holds Tenant, the Leased Assets, the Property, and the leasehold estate created by this Lease free of and harmless from any and all liabilities, losses, costs, expenses, including reasonable attorneys’ fees (at trial and on appeal), causes of action, suits, judgments, claims, liens and demands of any kind whatsoever in connection with, resulting from or arising out of or by reason of any intentional act, omission or negligence of, Landlord, its agents, employees, servants, contractors, licensees, customers or business invitees while in, upon, about or in any way connected with the Leased Assets or Property.

12.           SUBORDINATION.

12.1         Subordination..  This Lease and Tenant’s rights hereunder are and shall remain subordinate to the lien of any mortgage, deed of trust or other encumbrance, together with any renewals, extensions or replacements thereof, now or hereafter placed, charged or enforced against the Leased Assets, or any portion thereof, the Property or the overall development within which the Hotel Casino is situated.

12.2         Deemed Prior Lien.  In the event that the mortgagee or beneficiary of any such mortgage, deed of trust, or other encumbrance  elects to have this Lease deemed a prior lien to its mortgage, deed of trust, or other encumbrance, then and in such event, upon such mortgagee’s or beneficiary’s giving written notice to Tenant to that effect, this Lease shall be deemed a prior lien to such mortgage, deed of trust, or other encumbrance, whether this Lease is dated prior to or subsequent to the date of recordation of such mortgage, deed of trust, or other encumbrance.  If this Lease is deemed a prior lien and this Lease is not automatically terminated by any applicable foreclosure, then the Term shall automatically become a month-to-month tenancy and Landlord shall have the right to terminate this Lease upon thirty (30) days prior written notice to Tenant.

12.3         Attornment.  If any mortgagee (or its nominee or designee) shall succeed to the rights of Landlord hereunder through possession or foreclosure action, deed in lieu of foreclosure or otherwise, or another person purchases the Property or the portion thereof containing the

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Premises upon or following foreclosure or in connection with any bankruptcy case commenced by or against Landlord, then at the request of Landlord’s mortgagee (or its nominee or designee) or such purchaser (Landlord’s mortgagee, its nominees and designees, and such purchaser, and their respective successors and assigns, each being a “Successor Landlord”), Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord hereunder and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment.  Upon such attornment, this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all terms, conditions and covenants as are set forth in the Lease except as otherwise provided below; provided, however, that such Successor Landlord may at any time elect to terminate this Lease in its sole discretion.  Any such termination shall be followed by a period not to exceed one hundred twenty (120) days during which Tenant shall reasonably cooperate with Successor Lender and any casino operator selected by Successor Landlord to transition the operation of the Hotel Casino.  If this Lease shall have terminated by operation of law or otherwise as a result of or in connection with a bankruptcy case commenced by or against Landlord or a foreclosure action or proceeding or delivery of a deed in lieu thereof, upon request of Successor Landlord, Tenant shall, promptly execute and deliver a direct lease with Successor Landlord which direct lease shall be on substantially the same terms and conditions as this Lease (subject, however, to the provisions of following clauses (a)-(f) of this Section 3) and shall be effective as of the day this Lease shall have terminated as aforesaid.  Notwithstanding the continuation of this Lease, the attornment of Tenant thereunder or the execution of a direct lease between Successor Landlord and Tenant as aforesaid, Successor Landlord shall not:

a.             be liable for any previous act or omission of Landlord (or its predecessors in interest);

b.             be subject to any credits, offsets, claims, counterclaims, demands or defenses which Tenant may have against Landlord (or its predecessors in interest);

c.             be liable or obligated to comply with or fulfill any of the obligations of Landlord hereunder or any agreement relating thereto with respect to the construction of, or payment for, improvements on or above the Premises (or any portion thereof), leasehold improvements, tenant work letters and/or similar items;

d.             be required to account for any security deposit other than any security deposit actually delivered to Successor Landlord; or

e.             bound by any modification of this Lease made without the written consent of Successor Landlord if such party had a consent right under the Loan Documents at the time that such modification was executed and such modification was executed without such party’s consent.

13.           ASSIGNMENT AND SUBLETTING.

13.1         Assignment With Consent.   Tenant shall not assign, transfer, mortgage, pledge, hypothecate or encumber this Lease nor the leasehold estate hereby created or any interest herein, or sublet the Leased Assets or any portion thereof, or license the use of all or any portion

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of the Leased Assets without the prior express written consent of the Landlord, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, (i) any assignment, sublease or outsourcing by Tenant shall be freely permitted to the extent such assignment, sublease or outsourcing is not in violation of the borrower’s covenants under the Loan Agreement; and (i) that any leases or subleases of the Leased Assets existing as of the Commencement Date shall be expressly permitted hereunder.  If any of the foregoing prohibited acts shall be effected by Tenant or if any part of the Leased Assets be occupied by anybody other than Tenant, other than as provided for herein, Landlord may collect rent from the assignee, transferee, subtenant, concessionaire, licensee, occupant or the like, and apply the net amount collected to the Rent, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this Article 13, or the acceptance of the third Person thereof as Tenant, or a release of Tenant from the further performance by Tenant of this Lease.  Notwithstanding the foregoing, any Successor Landlord (as defined herein) shall have the right, in its reasonable discretion, to prohibit any assignment, sublease, or outsourcing.

13.2         No Merger.  The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation hereof, or the termination of this Lease by Landlord pursuant to any provision contained herein, shall not work a merger, but at the option of Landlord, shall either terminate any or all existing subleases or subtenancies, or operate as an assignment to the Landlord of any and all such subleases or subtenancies as determined by Landlord, exercisable in Landlord’s sole discretion.

14.           INSOLVENCY AND DEATH.

14.1         No Passage by Law.  It is understood and agreed that neither this Lease nor any interest herein or hereunder, nor any estate hereby created in favor of Tenant, shall pass by operation of law under any state or federal insolvency, bankruptcy or inheritance act, or any similar Applicable Law now or hereafter in effect, to any trustee, receiver, assignee for the benefit of creditors, heir, legatee, devisee, or any other Person whomsoever without the express prior written consent of Landlord, exercisable in Landlord’s sole discretion.

15.           REPRESENTATIONS AND WARRANTIES.

15.1         Representations and Warranties of Landlord.  Landlord hereby makes the following representations and warranties to Tenant as of the Effective Date:

(a)           Landlord has the capacity to enter into and to carry out the terms and provisions of this Lease, including, without limitation, the lease to Tenant of the Leased Assets, and other than the Approvals of the Nevada Gaming Authorities, no Approval of any Governmental Authority or any other third Person is required in connection therewith, and this Lease constitutes the legal, valid and binding Lease of Landlord, enforceable in accordance with its terms, except to the extent that enforcement may be affected by laws relating to bankruptcy, reorganization, insolvency and creditors’ rights and by the availability of injunctive relief, specific performance and other equitable remedies;

(b)           Neither the execution and delivery of this Lease, nor the consummation of the transactions contemplated hereby, will conflict with or result in a violation or breach of term

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or provision of, or constitute a default under (i) any order, judgment, writ, injunction, decree, license, permit, statute, rule or regulation of any court, governmental, regulatory or public body; or (ii) any license, franchise, permit, indenture, mortgage, deed of trust, lease, contract, instrument, commitment or other Lease or arrangement to which Landlord is a party or by which Landlord or the Lease Assets, as applicable, is bound; and

(c)           No representation or warranty by Landlord contained in this Lease contains any untrue statement of a material fact or omit to state a material fact necessary in order to make the statement and facts contained herein not misleading.

15.2         Representations and Warranties of Tenant.  Tenant hereby makes the following representations and warranties to Landlord as of the Effective Date:

(a)           Tenant has the full right, power and lawful authority to enter into and to carry out the terms and provisions of the Lease, including, without limitation, the lease from Landlord of the Leased Assets, no Approval of any Governmental Authority or any other third Person is required in connection therewith and this Lease constitutes the legal, valid and binding Lease of Tenant, enforceable in accordance with its terms, except to the extent that enforcement may be affected by laws relating to bankruptcy, reorganization, insolvency and creditors’ rights and by the availability of injunctive relief, specific performance and other equitable remedies;

(b)           Neither the execution and delivery of this Lease, nor the consummation of the transactions contemplated hereby, will conflict with or result in a violation or breach of any term or provision of, or constitute a default under (i) any order, judgment, writ, injunction, decree, license, permit, statute, rule or regulation of any court, governmental, regulatory or public body; or (ii) any license, franchise, permit, indenture, mortgage, deed of trust, lease, contract, instrument, commitment or other Lease or arrangement to which Tenant is a party or by which it or Tenant’s Property, as applicable, is bound; and

(c)           No representation or warranty by Tenant contained in this Lease contains any untrue statement of a material fact or omit to state a material fact necessary in order to make the statement and facts contained therein not misleading.

(d)           Tenant has all gaming licenses required under Nevada Gaming Laws and liquor licenses required by Applicable Law to operate the Premises as provided in Section 5.1 of this Lease.

16.           DAMAGE; DESTRUCTION; CONDEMNATION.

16.1         Continuation of Rent.  Should the Leased Assets be damaged or destroyed to the extent that such damage or destruction substantially interferes with the operations of the Hotel Casino and was not caused by the fault or negligence of Tenant, or its Affiliates, agents, employees, servants, contractors, licensees, customers or business invitees, either Landlord or Tenant shall have the option to terminate this Lease by notifying the other party of such election in writing within thirty (30) calendar days after such damage or destruction; provided, however, if Tenant notifies Landlord in writing within thirty (30) calendar days of such damage or destruction of Tenant’s election to restore or repair the Leased Assets and proceeds to and does

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restore or repair the Leased Assets with all reasonable diligence, at its sole expense, to the condition in which they were immediately prior to such destruction or damages, the Lease shall not terminate, but shall continue in full force and effect.  During any period of reconstruction, Tenant’s obligations under this Lease shall continue, but rent shall be abated to the extent (and only in a proportionate amount) that the Premises are non-usable.

16.2         Partial Condemnation.  If a partial portion of the Premises shall be taken by condemnation, then a just portion of the Rent shall be abated according to the nature and extent of the taking, appropriation and/or injuries sustained by the Premises, including the portion required by Tenant to make such restoration or repairs necessitated by the taking, from the time of such taking, appropriation or injury until restoration.  Except for such abatement, Tenant shall not participate in any other respect in any part of the condemnation award that may be made.  Nothing herein contained, however, shall preclude Tenant from asserting as against the condemning authority its claim for injury or damages occasioned by such condemnation to Tenant’s Property or the operations of the Hotel Casino provided the same does not decrease Landlord’s condemnation award.

16.3         Full Condemnation.  If the entire portion of the Premises shall be taken by condemnation, or a partial portion of the Premises shall be taken by condemnation and the portion remaining is not reasonably susceptible to the operations of the Hotel Casino, either Landlord or Tenant shall have the option to terminate this Lease by notifying the other Person of such election in writing within thirty (30) calendar days after such taking and Tenant shall not participate in any other respect in any part of the condemnation award that may be made.  Nothing herein contained, however, shall preclude Tenant from asserting as against the condemning authority its claim for injury or damages occasioned by such condemnation to the Tenant’s Property or the operations of the Hotel Casino provided the same does not decrease Landlord’s condemnation award.

17.           RIGHT OF ACCESS.

17.1         Right of Re-Entry.  Subject to Nevada Gaming Laws, Landlord and its authorized agents and representatives shall be entitled to enter the Premises at any reasonable time for the purpose of (a) observing, posting or keeping posted thereon notices provided for hereunder, and such other notices as Landlord may deem necessary or appropriate for protection of Landlord, its interest or the Leased Assets; (b) inspecting the Leased Assets or any portion thereof; and (c) inspecting the Leased Assets relative to concerns over use, storage or disposal of Hazardous Materials.  Entry into the Premises obtained by Landlord by any such means shall not be deemed to be forcible or unlawful entry into, or a detainer of, the Premises, or an eviction of Tenant from the Premises or any portion thereof.

18.           EXPENDITURES BY LANDLORD.

18.1         Expenditures.  Whenever under any provision of this Lease, Tenant shall be obligated to make any payment or expenditure, or to do any act or thing, or to incur any liability whatsoever, and Tenant fails, refuses or neglects to perform as herein required, Landlord shall be entitled, but shall not be obligated, to make any such payment or to do any such act or thing, or to incur any such liability, all on behalf of and at the cost and for the account of Tenant.

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19.           ESTOPPEL CERTIFICATE.

19.1         Estoppel Certificate.  Tenant agrees that within thirty (30) calendar days of any demand therefor by Landlord, Tenant will execute and deliver to Landlord and/or Landlord’s designee a recordable certificate stating that this Lease is in full force and effect, such defenses or offsets as are claimed by Tenant, if any, the date to which all rentals have been paid, and such other information as reasonably and customarily contained in a commercial estoppel certificate concerning the Lease, the Premises and Tenant as Landlord or the Lender or said designee may request.  In the event that Tenant fails to execute and/or deliver any such certificate or offset statement to Landlord within said thirty (30) calendar days, (i) Tenant shall be deemed to have represented and warranted that the Lease is in full force and effect and that Landlord is not in default under the Lease, and (ii) Tenant shall be deemed in violation of this Lease and Landlord shall have the rights and remedies for Events of Default pursuant to the terms hereof.

20.           DEFAULT; REMEDIES.

20.1         Tenant’s Default.  The occurrence of any one or more of the following events shall be an “Event of Default” under this Lease:

(a)           Tenant shall default in the payment of any sum of money required to be paid hereunder and such default continues for ten (10) Business Days after written notice thereof from Landlord to Tenant;

(b)           Tenant shall default in the performance of any other term, covenant or condition of this Lease on the part of Tenant to be kept and performed and such default continues for thirty (30) calendar days after written notice thereof from Landlord to Tenant; provided, however, that if the default complained of in such notice is of such a nature that the same can be rectified or cured, but cannot with reasonable diligence be done within said thirty (30) calendar-day period, then such default shall be deemed to be rectified or cured if Tenant shall, within said thirty (30) calendar-day period, commence to rectify and cure the same and shall thereafter complete such rectification and cure with all due diligence;

(c)           Tenant shall vacate or abandon the Leased Assets during the Term and not otherwise be current in its rental and other obligations under this Lease;

(d)           There is filed any petition in bankruptcy by or against Tenant, which petition is not dismissed within ninety (90) days of its filing, or there is appointed a receiver or trustee to take possession of Tenant or of all or substantially all of the assets of Tenant, or there is a general assignment by Tenant for the benefit of creditors, or any action is taken by or against Tenant under any state or federal insolvency or bankruptcy act, or any similar law now or hereafter in effect, including, without limitation, the filing of execution or attachment against Tenant and such levy continues in effect for a period of sixty (60) calendar days;

(e)           Tenant shall do, or permit to be done, any act which creates a mechanic’s lien or claim thereof against the Leased Assets or the Property and fails to timely discharge same;

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(f)            Tenant shall fail to maintain all necessary approvals, permits and waivers under the Nevada Gaming Laws to operate the Hotel Casino; or

(g)           Tenant shall fail to furnish Landlord with proof of any insurance policy required to be maintained by Tenant, and such default shall continue for twenty (20) calendar days after written notice from Landlord.

20.2         Remedies.  Upon the occurrence of an Event of Default, in addition to any other rights or remedies provided for herein or available at law or in equity, Landlord, at its sole option, shall have the following rights:

(a)           The right to declare the Term ended and, subject to Nevada Gaming Laws, to re-enter the Premises and take possession thereof, and to terminate all of the rights of Tenant in and to the Leased Assets; or

(b)           The right, whether or not the Premises or any part thereof be relet, until the end of what would have been the Term in the absence of such Event of Default, to hold Tenant liable to Landlord and pay to Landlord monthly an amount equal to the amount due as Rent, less the net proceeds for said month, if any, of any reletting after deducting all of Landlord’s expenses in connection with such reletting, including, without limitation, all repossession costs, brokerage commissions, legal expenses, court costs, reasonable attorneys’ fees, and expenses of preparation for such reletting (all said costs are cumulative and shall be applied against proceeds of reletting until paid in full).

20.3         Additional Re-Entry Rights.  Subject to Nevada Gaming Laws, pursuant to said rights of re-entry above, Landlord shall have the right to remove all Persons from the Premises and the right, but not the obligations, to remove all Tenant’s Property therefrom, and the right, but not the obligation, to enforce any rights Landlord may have against said Tenant’s Property or store the same in any public or private warehouse or elsewhere at the cost and for the account of Tenant or the owner or owners thereof.  Notwithstanding anything contained herein to the contrary, Landlord shall not be deemed to have terminated this Lease or the liability of Tenant to pay any Rent or other sum of money thereafter to accrue hereunder, or Tenant’s liability for damages under any of the provisions hereof, by any such re-entry, or by any action in unlawful detainer or otherwise to obtain possession of the Leased Assets, unless Landlord shall have specifically, with reference to this Section 20.3, notified Tenant in writing that it has so elected to terminate this Lease. Tenant covenants and agrees that the service by Landlord of any notice pursuant to the unlawful detainer statutes of the State of Nevada and the surrender of possession pursuant to such notice shall not (unless Landlord elects to the contrary at the time of, or at any time subsequent to, the service of such notice to Tenant) be deemed to be a termination of this Lease, or the termination of any liability hereunder of Tenant to Landlord.

20.4         Waiver by Landlord.  The waiver by Landlord of any particular Event of Default or breach of any of the terms, covenants or conditions hereof on the part of Tenant to be kept and performed shall not be a waiver of any preceding or subsequent Event of Default or breach of the same or any other term, covenant or condition contained herein.  Landlord’s failure to insist upon strict performance of any of the terms, conditions or covenants herein shall not be deemed to be a waiver of any rights or remedies of Landlord.  The subsequent acceptance of Rent by Landlord

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shall not be construed to be a waiver of any preceding breach by Tenant of any term, covenant or condition of this Lease other than the failure of Tenant to pay the particular Rent or other payment or portion thereof so accepted, regardless of Landlord’s knowledge of such preceding breach at the time of acceptance of such rental or other payment.  No payment by Tenant or receipt by Landlord of a lesser amount than the Rent shall be deemed to be other than on account of the earliest Rent due and payable hereunder, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as Rent be deemed an accord and satisfaction, and Landlord may accept any such check or payment without prejudice to Landlord’s right to recover the balance of such Rent or pursue any other remedy provided in this Lease or in law or equity.  This Section 20.4 may not be waived.

20.5         Quiet Possession.  Tenant, upon paying the Rent, and upon Tenant’s performance of all of the terms, covenants and conditions of this Lease on its part to be kept and performed, may quietly have, hold and enjoy the Leased Assets during the Term without any disturbance from Landlord or from any other Person claiming through Landlord.

20.6         Default by Landlord.  It is agreed that in the event Landlord fails or refuses to perform any of the provisions, covenants or conditions of this Lease on Landlord’s part to be kept or performed, that Tenant, prior to exercising any right or remedy Tenant may have against Landlord on account of such default, shall give written notice to Landlord of such default, specifying in said notice the default with which Landlord is charged and Landlord shall not be deemed in default if the same is cured within thirty (30) calendar days of receipt of said notice.  Notwithstanding any other provisions hereof, Tenant agrees that if the default complained of in the notice provided for by this Section 20.6 is of such a nature that the same can be rectified or cured by Landlord, but cannot with reasonable diligence be rectified or cured by Landlord within said thirty (30) calendar-day period, then such default shall be deemed to be rectified or cured if Landlord within a thirty (30) calendar-day period shall commence the rectification and curing thereof and shall continue thereafter with all due diligence to cause such rectification and curing to proceed.

For so long as the Loan is outstanding, Tenant shall promptly notify Lender of any default by Landlord hereunder and of any act or omission of Landlord which would give Tenant the right to cancel or terminate this Lease or to claim a partial or total eviction, which continues beyond any applicable cure period.  In the event of a default Landlord hereunder which would give Tenant the right, immediately or after the lapse of a period of time, to cancel or terminate this Lease or to abate or offset against the payment of rent or to claim a partial or total eviction, or in the event of any other act or omission of Landlord which would give Tenant the right to cancel or terminate this Lease or to abate or offset against the payment of rent or to claim a partial or total eviction, Tenant shall not exercise such right (a) until Tenant has given written notice of such default, act or omission to Lender and (b) unless Lender has failed, within thirty (30) days, unless this Lease provides for a longer cure period in which case such longer cure period shall apply, after Lender receives such notice to cure or remedy the default, act or omission or, if such default, act or omission is not reasonably capable of being remedied by Lender within such thirty (30) day or longer cure period, as applicable, until a reasonable period for remedying such default, act or omission not to exceed the greater of (i) ninety (90) days or (ii) the period to which Landlord would be entitled under the Lease, after similar notice, to effect such remedy, shall have elapsed following the giving of notice to Lender, provided that Lender

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shall with due diligence give Tenant written notice of its intention to, and shall commence and continue to, remedy such default, act or omission.  Nothing contained herein, however, shall be construed or operate to obligate or require Lender to remedy such default, act or omission.  To the extent Lender incurs any expenses or other costs in curing or remedying such default, act or omission, including, without limitation, attorneys’ fees and disbursements, Lender shall be subrogated to Tenant’s rights against Landlord.

21.           FORCE MAJEURE.

21.1         Force Majeure.  Whenever a day is appointed herein on which, or a period of time is appointed in which, either party hereto is required to do or complete any act, matter or thing, the time for the doing or completion thereof shall be extended by a period of time equal to the number of calendar days on or during which such party is prevented from or is unreasonably interfered with, the doing or completion of such act, matter or thing because of labor disputes, civil commotion, war, warlike operation, sabotage, governmental regulations or control, fire or other casualty, inability to obtain any materials, or to obtain fuel or energy, weather or other acts of God, or other causes beyond such party’s reasonable control (financial inability excepted); provided, however, that nothing contained herein shall excuse Tenant from the prompt payment of any Rent, except as may be specifically provided in this Lease.

22.           GENERAL.

22.1         Limitation of Claims.  Tenant understands and agrees that any claims by Tenant against Landlord with respect to this Lease shall be limited to the assets of the beneficial owner of the Leased Assets.  Tenant expressly waives any and all rights to proceed against the individual partners or against the officers, directors or stockholders of any corporate partner of such beneficial owner, except to the extent of their interests therein.

22.2         Notices.  All notices required or permitted to be given hereunder shall be in writing and may be delivered by hand, facsimile, nationally recognized private courier or overnight delivery service, or by United States mail.  Notices delivered by mail shall be deemed given three (3) Business Days after being deposited in the United States mail, postage prepaid, registered or certified mail.  Notices delivered by hand shall be deemed given upon receipt.  Notices delivered by facsimile, nationally recognized private courier or overnight delivery shall be deemed given on the first business day following transmission (in the case of facsimiles) or deposit with the relevant courier or service; provided, however, that a notice delivered by facsimile shall only be effective if such notice is also delivered by hand, or deposited in the United States mail, postage prepaid, registered or certified mail, on or before two (2) Business Days after its transmission by facsimile.  All notices shall be addressed as follows:

If to Landlord:                       PH Fee Owner LLC

3667 Las Vegas Boulevard, South

Las Vegas, Nevada 89109

Attention:  General Counsel

Facsimile:  (702) -

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If to Tenant:                          OpBiz, L.L.C.

3667 Las Vegas Boulevard, South

Las Vegas, Nevada 89109

Attention:  General Counsel

Facsimile:  (702) -

22.3         Entire Agreement.  This Lease constitutes the entire agreement between the parties here­to pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.

22.4         Severability.  If any part of this Lease is determined to be void, invalid or unenforceable, such void, invalid, or unenforceable portion shall be deemed to be separate and severable from the other portions of this Lease, and the other portions shall be given full force and effect, as though the void, invalid or unenforceable portions or provisions were never a part of the Lease.

22.5         Amendment and Modification.  No supplement, modification, waiver or termination of this Lease shall be binding unless executed in writing by the party to be bound.  No waiver of any of the provisions of this Lease shall be deemed or shall constitute a waiver of any other provisions, whether or not similar, nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

22.6         Headings.  Article, Section, Subsection or clause headings are not to be considered part of this Lease and are included solely for convenience and reference and shall not be held to define, construe, govern or limit the meaning of any term or provision of this Lease.  References in this Lease to an Article, Section, Subsection or clause, or any similar reference, shall be reference to an Article, Section, Subsection or clause of this Lease unless otherwise stated or the context otherwise requires.

22.7         Successors.  All of the terms, provi­sions and obligations of this Lease shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, representatives, successors and assigns.

22.8         Governing Law; Jurisdiction.  This Lease has been prepared, executed and delivered in, and shall be interpreted under, the internal laws of the State of Nevada, without giving effect to its conflict of law provisions.   Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Lease or the transactions contemplated hereby in (a) the courts of Clark County, State of Nevada, or (b) the United States District Court for the District of Nevada, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

22.9         Waiver of Jury Trial; Counterclaims.  The parties shall and do hereby waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against

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the other on any matters whatsoever arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant, Tenant’s use or occupancy of the Leased Assets, and/or any claim of injury or damage.  In the event Landlord commences any proceedings for non-payment of any Rent, Tenant will not interpose any counterclaim of whatever nature or description in any such proceedings.  This shall not, however, be construed as a waiver of the Tenant’s right to assert such claims in any separate action or actions brought by Tenant.

22.10       Attorneys’ Fees.  In the event any party incurs legal fees or other costs to enforce any of the terms of this Lease, to resolve any dispute with respect to its provisions, or to obtain damages for breach thereof, whether by prosecution or defense, the nonprevailing party to such action shall pay the prevailing party’s reasonable expenses, including, without limitation, reasonable attorneys’ fees and costs, incurred in such action.

22.11       Interpretation.  This Lease is to be deemed to have been prepared jointly by the parties hereto, and if any inconsistency or ambiguity exists herein, it shall not be interpreted against either party but according to the application of rules of the interpretation of contracts, if such an uncertainty or ambiguity exists.  Each party has had the availability of legal counsel during the joint preparation of this Lease.  In the interpretation of this Lease, the singular may be read as the plural, and vice versa, the neuter gender as the masculine or feminine, and vice versa, and the future tense as the past or present, and vice versa, all interchangeably as the context may require in order to fully effectuate the intent of the parties and the transactions contemplated herein.  Syntax shall yield to the substance of the terms and provisions hereof.

22.12       Third Parties.  Nothing in this Lease, expressed or implied, is intended to confer upon any Person other than the parties hereto any rights or remedies under or by reason of this Lease.

22.13       Expenses.  Each party shall bear its own expenses incurred by it in connection with the negotiation, execution and delivery of this Lease, including without limitation, the fees and expenses of each party’s legal counsel and accountants.

22.14       Waiver of Rights.  Without limiting the provisions of Section 20.5, failure to insist on compliance with any of the terms, covenants, or conditions hereof shall not be deemed a waiver of such terms, covenants, or conditions, nor shall any waiver or relinquishment of any right or power hereunder at any one time or more times be deemed a waiver or relinquishment of such rights or powers at any other time or times.

22.15       Further Assurances.  Each party will, from time to time after the execution of this Lease, execute and deliver such instruments, documents and assurances and take such further acts as the other party may reasonably request to carry out the purpose and intent of this Lease without undue delay.  Any party who fails to comply with this Section 22.15 shall reimburse the other party for any direct expenses, including attorneys’ fees and court costs, which, as a result of this failure, become reasonably necessary for carrying out this Lease.

22.16       Counterparts.  This Lease may be executed in counterparts, each of which so executed shall be deemed an original, and both of which shall together constitute one and the same agreement.

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IN WITNESS WHEREOF, the parties have executed this Lease as of the Effective Date.

“LANDLORD”

PH FEE OWNER, LLC,

a Delaware limited liability company

By:

Name:

Its:

“TENANT”

OPBIZ, L.L.C.,

a Nevada limited liability company

By:

Name:

Its:

GLOSSARY

As used in this Lease, the following capitalized terms shall have the following meanings:

“Affiliates” means any Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified.  For purposes of this definition, control of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise and, in any event and without limitation of the previous sentence, any Person owning ten percent (10%) or more of the voting securities of another Person shall be deemed to control that Person.

“Applicable Laws” means, without limitation, any and all foreign, federal, state and local laws, statutes, rules, regulations, codes, ordinances, plans, orders, judgments, decrees, writs, injunctions, notices, decisions or demand letters issued, entered or promulgated pursuant to any foreign, federal, state or local law, and includes, without limitation, Nevada Gaming Laws.

 “Business Days” means Monday through Friday other than those days on which banks and governmental institutions in the State of Nevada are typically closed.

“Casino” shall have the meaning provided in Section 6.1.

“Commencement Date” shall have the meaning provided in Section 2.1.

“Debt” shall mean the indebtedness described in the Loan Agreement.

“Effective Date” shall have the meaning provided in the Introduction hereto.

“FF&E” shall mean furniture, non-fixed fixtures, equipment placed in the Premises by Tenant.

“Gaming Equipment” means any and all gaming devices (as defined in NRS § 463.0155), gaming device parts inventory and other related gaming equipment and supplies used in connection with the operation of a casino, including, without limitation, slot machines, gaming tables, cards, dice, chips, tokens, player tracking systems, cashless wagering systems (as defined in NRS § 463.014) and associated equipment (as defined in NRS § 463.0136), which are located at the Premises as of the Effective Date and used or usable exclusively in present or future Gaming Operations or ordered for future Gaming Operations as of the Commencement Date.

“Gaming Operations” shall mean the operation of slot machines and live games at the Premises.

“Governmental Authority” means any Federal, state, municipal or local government, governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, instrumentality, body, court, tribunal, arbitrator or arbitral body, including, without limitation, the Nevada Gaming Authorities.

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“Hazardous Materials” means substances defined as “hazardous substances” under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 43 U.S.C. Section 9601 et. seq., or as “hazardous”, “toxic” or “pollutant” substances or as “solid waste” under the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801 et. seq., as amended, and the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et. seq., as amended, or as otherwise defined under comparable state law.

“Hotel Casino” shall have the meaning provided in Recital A.

“Landlord” shall have the meaning provided in the Introduction hereto.

“Lease” shall have the meaning provided in the Introduction hereto.

“Leased Assets” shall have the meaning provided in Recital A.

“Liquor Sales” shall have the meaning provided in Section 6.6.

“Loan Agreement” shall mean that certain Loan Agreement of even date herewith between Landlord and Tenant, collectively as borrower, and Column Financial, Inc., as lender.

“Nevada Gaming Authorities” means collectively, the Nevada Gaming Commission, the Nevada State Gaming Control Board, and all other state and local regulatory and licensing bodies with authority over gaming activities and devices in the State of Nevada.

“Nevada Gaming Laws” means all laws pursuant to which any Nevada Gaming Authority possesses regulatory, licensing or permit authority over gaming or the distribution of gaming devices and associated equipment, codified in NRS Chapter 463 and the regulations of the Nevada Gaming Commission promulgated thereunder.

“NRS” means the Nevada Revised Statutes, currently in effect and as amended from time to time.

“Person” means any natural person, corporation, limited liability company, general partnership, limited partnership, proprietorship, other business organization, trust, union, or association.

“Premises” shall have the meaning provided in Recital A.

“Property” shall have the meaning provided in Recital A.

“Redemption Regulation” shall have the meaning provided in Section 6.5.

“Rent” shall have the meaning provided in Section 3.1.

“Tenant” shall have the meaning provided in the Introduction hereto.

“Tenant’s Property” shall mean any personal property installed or placed in or on the Premises by Tenant.

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“Term” shall have the meaning provided in Section 2.2.

“Timeshare Operations Space” shall mean an area of the Premises, not in excess of twenty-five thousand (25,000) square feet, used or to be used by Landlord and/or Landlord’s subsidiary, TSP Owner LLC, and/or its affiliates, in connection with the ownership, development, operation and sales of the Timeshare Project (as defined in the Loan Agreement).

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EXHIBIT A

DESCRIPTION OF THE PREMISES

EX-10.59

Exhibit  10.59

GUARANTY AGREEMENT

GUARANTY AGREEMENT, dated as of November 30, 2006 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Guaranty”), by TROPHY HUNTER INVESTMENTS, LTD., a Florida limited partnership (together with its successors and permitted assigns, “BH I Guarantor”), having an address at c/o Bay Harbour Management, L.C., 885 Third Avenue, New York, NY 10022, Attn: Douglas Teitelbaum, BAY HARBOUR 90-1 Ltd., a Florida limited partnership (together with its successors and permitted assigns, “BH II Guarantor”), having an address at c/o Bay Harbour Management, L.C., 885 Third Avenue, New York, NY 10022, Attn: Douglas Teitelbaum and BAY HARBOUR MASTER, LTD., a Cayman Islands exempt company, (together with its successors and permitted assigns, “BH III Guarantor” and collectively with BHI guarantor and BH II Guarantor, “Guarantor”), having an address at c/o Bay Harbour Management, L.C., 885 Third Avenue, New York, NY 10022, Attn: Douglas Teitelbaum for the benefit of COLUMN FINANCIAL, INC., a Delaware corporation, having an address at 11 Madison Avenue, 9th Floor, New York, New York 10010 (together with its successors and assigns, collectively “Lender”).

RECITALS

WHEREAS, pursuant to that certain Note, dated as of the date hereof (as the same may be amended, restated, replaced supplemented or otherwise modified from time to time, the “Note”), executed by PH Fee Owner LLC, a Delaware limited liability company (together with its successors and assigns, “Fee Owner”), and OpBiz, L.L.C., a Nevada limited liability company (together with its successors and assigns, “OpBiz” and, together with Fee Owner, individually or collectively as the context indicates, “Borrower”), and payable to the order of Lender in the original principal amount of up to $820,000,000 or so much thereof as is advanced, Borrower is indebted, and may from time to time be further indebted, to Lender with respect to a loan (the “Loan”) made pursuant to that certain Loan Agreement, dated as of the date hereof (as amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Loan Agreement”), between Borrower and Lender, which Loan is secured by, inter alia, that certain Deed of Trust, Security Agreement, Assignment of Leases and Rents, Financing Statement and Fixture Filing, dated as of the date hereof, made by Borrower to First American Title Insurance Company, a New York corporation, as trustee, for the benefit of Lender, as beneficiary (as amended, restated, replaced, supplemented, or otherwise modified from time to time, collectively, the “Security Instrument”), and further evidenced, secured or governed by other instruments and documents executed in connection with the Loan (together with the Note, the Loan Agreement and the Security Instrument, collectively, the “Loan Documents”).

WHEREAS, Lender is not willing to make the Loan to Borrower unless Guarantor unconditionally guarantees payment and performance to Lender of the Guaranteed Obligations (as herein defined).

WHEREAS, Guarantor is the owner of a direct or indirect interest in Borrower and will directly benefit from Lender’s making the Loan to Borrower.

NOW, THEREFORE, as an inducement to Lender to make the Loan to Borrower, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:

ARTICLE I
NATURE AND SCOPE OF GUARANTY

1.1.          Guaranty of Obligation.  Subject to Section 1.2, Guarantor hereby irrevocably, absolutely and unconditionally guarantees to Lender and its successors and assigns the payment and performance of the Guaranteed Obligations as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise.  Guarantor hereby irrevocably and unconditionally covenants and agrees that it is liable for the Guaranteed Obligations as a primary obligor and not merely as a surety.

1.2.          Maximum Aggregate Liability.  As used herein, the term “Guaranteed Obligations” means all the obligations and liabilities of Borrower under Sections 9.4(b) and (c) of the Loan Agreement.  The maximum aggregate liability with respect to the Guaranteed Obligations (other than the obligations and liabilities of Borrower under Section 9.4(b)(ix) or Section 9.4(c)(ii)(A) of the Loan Agreement) and other than Enforcement Costs (as defined below) shall not exceed (a) $15 million for each individual BH Guarantor and (b) $30 million in the aggregate for all Guarantors; provided that, with respect to each BH Guarantor, the foregoing restrictions on liability shall not apply to any Guaranteed Obligations that arise from (i) events, acts, or circumstances that are actually committed by, or voluntarily or willfully brought about by such BH Guarantor, to the full extent of such Guaranteed Obligations; or (ii) events, acts, or circumstances (regardless of the cause of same) that provide actual benefit (in cash, cash equivalent, or other quantifiable amount) to such BH Guarantor, to the full extent of the actual benefit received by such BH Guarantor.  Notwithstanding the foregoing, during any period in which Borrower obtains and maintains environmental insurance for the Property which has a term of not less than five (5) years from the date hereof and a two (2) year tail coverage in amounts not less than $50,000,000 for third party liability and $25,000,000 for first party clean-up coverage from a carrier with not less than an “A” rating and otherwise acceptable to Lender in its reasonable discretion, including, without limitation, naming Lender as an additional insured thereunder, and such environmental insurance policy is in full force and effect, then during such period Guarantor shall have no obligations or liability to Lender hereunder with respect to Borrower’s failure to comply with Section 9.4(b)(iii) of the Loan Agreement.  For the purposes hereof, Lender hereby acknowledges and confirms that: (i) that certain Primary Environmental Site Liability Policy, Policy # 37310075, issued by Chubb Custom Insurance Company, and (ii) that certain Excess Environmental Liability Policy, Policy # PLS 2104680, issued by American International Specialty (collectively, the “Environmental Policies”) were delivered to Lender and are in effect on the date hereof and are acceptable to Lender so long as each of the Environmental Policies remains in full force and effect.  Notwithstanding the foregoing, it is hereby expressly agreed that the obtaining and maintaining of any such environmental insurance for the Property shall not in any way reduce, amend, modify or otherwise affect any of the obligations and liabilities of Borrower under any of the  Loan Documents.

1.3.          Nature of Guaranty.  This Guaranty is an irrevocable, absolute, continuing guaranty of payment and not a guaranty of collection.  This Guaranty may not be revoked by

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Guarantor and shall continue to be effective with respect to any Guaranteed Obligations arising or created after any attempted revocation by Guarantor and after (if Guarantor is a natural person) Guarantor’s death (in which event this Guaranty shall be binding upon Guarantor’s estate and Guarantor’s legal representatives and heirs).  The fact that at any time or from time to time the Guaranteed Obligations may be increased or reduced shall not release or discharge the obligation of Guarantor to Lender with respect to the Guaranteed Obligations.  This Guaranty may be enforced by Lender and any subsequent holder of the Note and shall not be discharged by the assignment or negotiation of all or part of the Note.

1.4.          Guaranteed Obligations Not Reduced by Offset.  The Guaranteed Obligations and the liabilities and obligations of Guarantor to Lender hereunder, shall not be reduced, discharged or released because or by reason of any existing or future offset, claim or defense of Borrower (other than the defense of payment of such Guaranteed Obligations by Borrower), or any other party, against Lender or against payment of the Guaranteed Obligations, whether such offset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise.

1.5.          Payment By Guarantor.  If all or any part of the Guaranteed Obligations shall not be punctually paid when due, Guarantor shall, immediately upon demand by Lender, and without presentment, protest, notice of protest, notice of non-payment, notice of intention to accelerate the maturity, notice of acceleration of the maturity, or any other notice whatsoever, pay in lawful money of the United States of America, the amount due on the Guaranteed Obligations to Lender at Lender’s address as set forth herein.  Such demand(s) may be made at any time coincident with or after the time for payment of all or part of the Guaranteed Obligations, and may be made from time to time with respect to the same or different items of Guaranteed Obligations.  Such demand shall be made, given and received in accordance with the notice provisions hereof.

1.6.          No Duty To Pursue Others.  It shall not be necessary for Lender (and Guarantor hereby waives any rights which Guarantor may have to require Lender), in order to enforce the obligations of Guarantor hereunder, first to (a) institute suit or exhaust its remedies against Borrower or others liable on the Loan or the Guaranteed Obligations or any other person, (b) enforce Lender’s rights against any collateral which shall ever have been given to secure the Loan, (c) enforce Lender’s rights against any other guarantors of the Guaranteed Obligations, (d) join Borrower or any others liable on the Guaranteed Obligations in any action seeking to enforce this Guaranty, (e) exhaust any remedies available to Lender against any collateral which shall ever have been given to secure the Loan, or (f) resort to any other means of obtaining payment of the Guaranteed Obligations.

1.7.          Waivers.  Guarantor agrees to the provisions of this Guaranty, and hereby waives notice of (a) any loans or advances made by Lender to Borrower, (b) acceptance of this Guaranty, (c) any amendment or extension of the Note, the Loan Agreement or of any other Loan Documents, (d) the execution and delivery by Borrower and Lender of any other loan or credit agreement or of Borrower’s execution and delivery of any promissory notes or other documents arising under the Loan Documents or in connection with the Property, (e) the occurrence of any breach by Borrower or an Event of Default, (f) Lender’s transfer or disposition of the Guaranteed Obligations, or any part thereof, (g) sale or foreclosure (or posting or advertising for sale or foreclosure) of any collateral for the Guaranteed Obligations, (h) protest,

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proof of non-payment or default by Borrower, and (i) generally, all demands and notices of every kind in connection with this Guaranty, the Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranteed Obligations.

1.8.          Payment of Expenses.  In the event that Guarantor should breach or fail to timely perform any provisions of this Guaranty, Guarantor shall, immediately upon demand by Lender, pay Lender all costs and expenses (including court costs and reasonable attorneys’ fees) incurred by Lender in the enforcement hereof or the preservation of Lender’s rights hereunder (the foregoing, collectively “Enforcement Costs”).

1.9.          Effect of Bankruptcy.  In the event that, pursuant to any insolvency, bankruptcy, reorganization, receivership or other debtor relief law, or any judgment, order or decision thereunder, Lender must rescind or restore any payment, or any part thereof, received by Lender in satisfaction of the Guaranteed Obligations, as set forth herein, any prior release or discharge from the terms of this Guaranty given to Guarantor by Lender shall be without effect, and this Guaranty shall remain in full force and effect. It is the intention of Borrower and Guarantor that Guarantor’s obligations hereunder shall not be discharged except by Guarantor’s performance of such obligations and then only to the extent of such performance.

1.10.        Waiver of Subrogation, Reimbursement and Contribution.  Notwithstanding anything to the contrary contained in this Guaranty, Guarantor hereby unconditionally and irrevocably waives, releases and abrogates any and all rights it may now or hereafter have under any agreement, at law or in equity (including, without limitation, any law subrogating Guarantor to the rights of Lender), to assert any claim against or seek contribution, indemnification or any other form of reimbursement from Borrower or any other party liable for payment of any or all of the Guaranteed Obligations for any payment made by Guarantor under or in connection with this Guaranty.

1.11.        Borrower.  The term “Borrower” as used herein shall include any Person constituting Borrower and any new or successor corporation, association, partnership (general or limited), limited liability company, joint venture, trust or other individual or organization formed as a result of any merger, reorganization, sale, transfer, devise, gift or bequest of any Person constituting Borrower or any interest in any Person constituting Borrower.

ARTICLE II
EVENTS AND CIRCUMSTANCES NOT REDUCING
OR DISCHARGING GUARANTOR’S OBLIGATIONS

Guarantor hereby consents and agrees to each of the following, and agrees that Guarantor’s obligations under this Guaranty shall not be released, diminished, impaired, reduced or adversely affected by any of the following, and waives any common law, equitable, statutory or other rights (including without limitation rights to notice) which Guarantor might otherwise have as a result of or in connection with any of the following:

2.1.          Modifications.  Any renewal, extension, increase, modification, alteration or rearrangement of all or any part of the Guaranteed Obligations, the Note, the Loan Agreement, the other Loan Documents, or any other document, instrument, contract or understanding

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between Borrower and Lender pertaining to the Guaranteed Obligations or any failure of Lender to notify Guarantor of any such action.

2.2.          Adjustment.  Any adjustment, indulgence, forbearance or compromise that might be granted or given by Lender to Borrower, Guarantor or any other party liable for payment of any or all of the Guaranteed Obligations.

2.3.          Condition of Borrower or Guarantor.  The insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower, or Guarantor or any other party at any time liable for the payment of all or part of the Guaranteed Obligations; or any dissolution of Borrower or Guarantor or any sale, lease or transfer of any or all of the assets of Borrower or Guarantor or any changes in the direct or indirect shareholders, partners or members of Borrower or Guarantor; or any reorganization of Borrower or Guarantor.

2.4.          Invalidity of Guaranteed Obligations.  The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra vires, (c) the officers or representatives executing the Note, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the Guaranteed Obligations violate applicable usury laws, (e) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereunder regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.

2.5.          Release of Obligors.  Any full or partial release of the liability of Borrower on the Guaranteed Obligations, or any part thereof, or of any co-guarantors, or any other Person now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Guaranteed Obligations, or any part thereof, it being recognized, acknowledged and agreed by Guarantor that Guarantor may be required to pay the Guaranteed Obligations in full without assistance or support of any other party, and Guarantor has not been induced to enter into this Guaranty on the basis of a contemplation, belief, understanding or agreement that other Persons will be liable to pay or perform the Guaranteed Obligations, or that Lender will look to other Persons to pay or perform the Guaranteed Obligations.

2.6.          Other Collateral.  The taking or accepting of any other security, collateral or guaranty, or other assurance of payment, for all or any part of the Guaranteed Obligations.

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2.7.          Release of Collateral.  Any release, surrender, exchange, subordination, deterioration, waste, loss or impairment of any collateral, property or security at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations.

2.8.          Care and Diligence.  The failure of Lender or any other party to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of any collateral, property or security, including but not limited to any neglect, delay, omission, failure or refusal of Lender (except to extent of Lender’s gross negligence or willful misconduct) (a) to take or prosecute any action for the collection of any of the Guaranteed Obligations or (b) to foreclose, or initiate any action to foreclose, or, once commenced, prosecute to completion any action to foreclose upon any security therefor, or (c) to take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of the Guaranteed Obligations.

2.9.          Unenforceability.  The fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations, or any part thereof, shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by Guarantor that Guarantor is not entering into this Guaranty in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of any of the collateral for the Guaranteed Obligations.

2.10.        Offset.  Any existing or future right of offset, claim or defense of Borrower against Lender, or any other Person, or against payment of the Guaranteed Obligations, whether such right of offset, claim or defense (other than the defense of payment in full) arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise.

2.11.        Merger.  The reorganization, merger or consolidation of Borrower into or with any other Person.

2.12.        Preference.  Any payment by Borrower to Lender is held to constitute a preference under bankruptcy laws, or for any reason Lender is required to refund such payment or pay such amount to Borrower or someone else.

2.13.        Other Actions Taken or Omitted.  Any other action taken or omitted to be taken with respect to the Loan Documents, the Guaranteed Obligations, or the security and collateral therefor, whether or not such action or omission prejudices Guarantor or increases the likelihood that Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof, it is the unambiguous and unequivocal intention of Guarantor that Guarantor shall be obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action, or omission whatsoever, whether contemplated or uncontemplated, and whether or not otherwise or particularly described herein, which obligation shall be deemed satisfied only upon the full and final payment and satisfaction of the Guaranteed Obligations.

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ARTICLE III
REPRESENTATIONS AND WARRANTIES

To induce Lender to enter into the Loan Agreement and the other Loan Documents and extend credit to Borrower, each of BH I Guarantor and BH II Guarantor represents and warrants to Lender as follows:

3.1.          Benefit.  Guarantor is the owner of a direct or indirect interest in Borrower, and has received, or will receive, benefit from the Lender’s making the Loan to Borrower.

3.2.          Familiarity and Reliance.  Guarantor is familiar with the financial condition of the Borrower and is familiar with the value of any and all collateral intended to be created as security for the payment of the Note or Guaranteed Obligations; however, Guarantor is not relying on such financial condition or the collateral as an inducement to enter into this Guaranty.

3.3.          No Representation by Lender.  Neither Lender nor any other party has made any representation, warranty or statement to Guarantor in order to induce Guarantor to execute this Guaranty.

3.4.          Authority.  BH I Guarantor is a limited partnership organized under the laws of the State of Florida. BH II Guarantor is a limited partnership organized under the laws of the State of Florida.  BH III Guarantor is a company organized under the laws of the Cayman Islands.  Guarantor has the power, authority and legal right (A) to own and operate its properties and assets, (B) to carry on the business now being conducted and proposed to be conducted by it, (C) to execute, deliver and perform its obligations under the Loan Documents to which it is a party (including, without limitation, this Guaranty) and (D) to engage in the transactions contemplated by the Loan Documents to which it is a party (including, without limitation, this Guaranty).  All Loan Documents to which Guarantor is a party (including, without limitation, this Guaranty) have been duly authorized, executed and delivered on behalf of Guarantor.  Guarantor possesses all material rights, licenses, permits, consents and authorizations, governmental or otherwise, necessary to entitle it to transact the businesses in which it is now engaged and to execute, deliver, perform, and comply with this Guaranty, and consummate the transactions contemplated hereby.

3.5.          Legality.  To Guarantor’s knowledge, the execution, delivery and performance by Guarantor of this Guaranty and the consummation of the transactions contemplated hereunder do not and will not contravene or conflict with any law, statute or regulation whatsoever to which Guarantor is subject or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, or result in the breach of, any indenture, the Mortgage, charge, lien, or any contract, agreement or other instrument to which Guarantor is a party.  This Guaranty is Guarantor’s legal and binding obligation and is enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to the enforcement of creditors’ rights.

3.6.          Litigation.

There is no action, suit, proceeding or investigation pending or, to Guarantor’s knowledge, threatened against Guarantor in any court or by or before any other Governmental

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Authority, or labor controversy affecting Guarantor or any of Guarantor’s properties, businesses, assets or revenues, which would reasonably be expected to materially and adversely affect the performance of Guarantor’s obligations and duties under this Guaranty or impair Guarantor’s ability to fully fulfill and perform Guarantor’s obligations under this Guaranty and the other Loan Documents to which Guarantor is a party.

3.7.          Financial and other Information. To Guarantor’s knowledge, all financial data and other financial information that has been delivered to Lender with respect to the Guarantor (i) are true, complete and correct in all material respects, (ii) accurately represent the financial condition of the Guarantor as of the date of such reports, and (iii) to the extent prepared or audited by an independent certified public accounting firm, have been prepared in accordance with GAAP  throughout the periods covered, except as disclosed therein.  To Guarantor’s knowledge, Guarantor does not have any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that are known to Guarantor and reasonably likely to have a Material Adverse Effect, except as referred to or reflected in said financial statements.  Since the date of such financial statements, there has been no material adverse change in the financial condition, operation or business of Guarantor from that set forth in said financial statements.

3.8.          Tax Filings.  Guarantor has filed (or has obtained effective extensions for filing) all federal, state and local tax returns required to be filed and has paid or made adequate provision for the payment of all federal, state and local taxes, charges and assessments payable by Guarantor.  Guarantor believes its tax returns properly reflect Guarantor’s income and taxes for the periods covered thereby, subject only to reasonable adjustments required by the Internal Revenue Service or other applicable tax authority upon audit.

3.9.          Offset. The Loan Documents are not subject to any right of rescission, set-off, counterclaim or defense by Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (subject to principles of equity and bankruptcy, insolvency and other laws generally affecting creditors’ rights and the enforcement of debtors’ obligations), and Guarantor has not asserted any right of rescission, set-off, counterclaim or defense with respect thereto.

3.10.        Embargoed Person.  At all times throughout the term of the Loan, including after giving effect to any Transfer permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Guarantor constitute property of, or are beneficially owned, directly or indirectly, by any person, entity or government subject to trade restrictions under U.S. law, including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder with the result that the investment in Guarantor (whether directly or indirectly), is prohibited by law or the Loan made by Lender is in violation of law (“Embargoed Person”); (b) no Embargoed Person has any interest of any nature whatsoever in Guarantor, with the result that the investment in Guarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law; and (c) none of the funds of Guarantor have been derived from any unlawful activity with the result that the investment in Guarantor (whether directly or indirectly) is prohibited by law or the Loan is in violation of law.

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3.11.        Survival.  All representations and warranties made by Guarantor herein shall survive the execution hereof.

ARTICLE IV

COVENANTS

4.1.          Corporate Existence. BH I Guarantor shall maintain and preserve BH I Guarantor’s existence and qualification as a limited partnership organized under the laws of the State of Florida.  BH II Guarantor shall maintain and preserve BH II Guarantor’s existence and qualification as a limited partnership organized under the laws of the State of Florida.  BH III Guarantor shall maintain and preserve BH III Guarantor’s corporate existence and qualification as a company organized under the laws of the Cayman Islands.

4.2.          Financial Reporting.

(a)       Each Guarantor shall keep and maintain or will cause to be kept and maintained proper and accurate books and records, in accordance with the accounting principles used to generate the financial information delivered to Lender in connection with its underwriting of the Loan, consistently applied, reflecting the financial affairs of such Guarantor.  Lender shall have the right from time to time during normal business hours upon reasonable notice to such Guarantor to examine such books and records at the office of such Guarantor or other Person maintaining such books and records and to make such copies or extracts thereof as Lender shall desire.

(b)       As soon as available and in any event within 120 days after the end of each Fiscal Year of each Guarantor, such Guarantor shall deliver a copy of the annual audit report for such Fiscal Year for such Guarantor and its subsidiaries, including therein a consolidated balance sheet of such Guarantor and its subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of such Guarantor and its subsidiaries for such Fiscal Year, in each case, certified (without any Impermissible Qualification) by Grant Thornton LLP or another independent public accountant regularly used by such Guarantor, together with a certificate from such accountants containing a computation of, and showing compliance with, the financial covenant contained in Section 4.7.  “Impermissible Qualification” means, relative to the opinion or certification of any independent public accountant as to any financial statement of any person or entity, any qualification or exception to such opinion or certification (i) which is of a “going concern” or similar nature, (ii) which relates to the limited scope of examination of matters relevant to such financial statement, or (iii) which relates to the treatment or classification of any item in such financial statement and which, as a condition to its removal, would require an adjustment to such item the effect of which would be to cause such person or entity to be in default of any of its obligations under this Guaranty.  “Fiscal Year” means any period of twelve consecutive calendar months ending on December 31.

(c)       Each Guarantor shall deliver such other information respecting the condition or operations, financial or otherwise, of such Guarantor or any of its subsidiaries as Lender may from time to time reasonably request in writing but in no event more than twice during any calendar year.

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4.3.          Dissolution.  No Guarantor shall liquidate, wind-up or dissolve (or suffer any liquidation or dissolution).

4.4.          Litigation.  Each Guarantor shall give prompt notice to Lender of any litigation or governmental proceedings pending or threatened against such Guarantor of which such Guarantor has notice and which would reasonably be expected to materially adversely affect such Guarantor’s ability to perform its obligations hereunder.

4.5.          Notice of Default.  Each Guarantor shall promptly advise Lender of any material adverse change in such Guarantor’s condition, financial or otherwise, or of the occurrence of any event of which such Guarantor has knowledge which would reasonably be expected to materially adversely effect Guarantor’s ability to perform its obligations hereunder.

4.6.          Certification.  Each Guarantor at any time and from time to time, within ten (10) Business Days following the request by Lender, shall execute and deliver to Lender a statement certifying that this Guaranty is unmodified and in full force and effect (or if modified, that the same is in full force and effect as modified and stating such modifications) or, if applicable, that this Guaranty is no longer in full force and effect.

4.7.          Net Worth.  Each Guarantor covenants and agrees with Lender that, until the Loan has been indefeasibly paid and performed in full, such Guarantor at all times after the date hereof will not permit its Net Worth as of the last day of any Fiscal Quarter to be less than $17,500,000.  “Net Worth” means, at any time, the excess of the total assets of any Guarantor and its subsidiaries at such time, over the total liabilities of such Guarantor and its subsidiaries at such time, in each case, as determined on a consolidated basis in accordance with Generally Accepted Accounting Principles (“GAAP”).

ARTICLE V
SUBORDINATION OF CERTAIN INDEBTEDNESS

5.1.          Subordination of All Guarantor Claims.  As used herein, the term “Guarantor Claims” shall mean all debts and liabilities of Borrower to Guarantor, whether such debts and liabilities now exist or are hereafter incurred or arise, or whether the obligations of Borrower thereon be direct, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such debts or liabilities be evidenced by note, contract, open account, or otherwise, and irrespective of the Person in whose favor such debts or liabilities may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by Guarantor.  The Guarantor Claims shall include without limitation all rights and claims of Guarantor against Borrower (arising as a result of subrogation or otherwise) as a result of Guarantor’s payment of all or a portion of the Guaranteed Obligations.  Upon the occurrence and during the continuance of an Event of Default, Guarantor shall not receive or collect, directly or indirectly, from Borrower or any other party any amount upon the Guarantor Claims until payment in full of the Debt.

5.2.          Claims in Bankruptcy.  In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving Guarantor as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights

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hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims.  Guarantor hereby assigns such dividends and payments to Lender.  Should Lender receive, for application against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, and which, as between Borrower and Guarantor, shall constitute a credit against the Guarantor Claims, then upon payment to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to Lender on the Guarantor Claims have contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be with respect to that proportion of the Guaranteed Obligations which would have been unpaid if Lender had not received dividends or payments upon the Guarantor Claims.

5.3.          Payments Held in Trust.  In the event that, notwithstanding anything to the contrary in this Guaranty, Guarantor should receive any funds, payment, claim or distribution which is prohibited by this Guaranty, Guarantor agrees to hold in trust for Lender an amount equal to the amount of all funds, payments, claims or distributions so received, and agrees that it shall have absolutely no dominion over the amount of such funds, payments, claims or distributions so received except to pay them promptly to Lender, and Guarantor covenants promptly to pay the same to Lender for application to the Debt.

5.4.          Liens Subordinate.  Guarantor agrees that any liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the Guarantor Claims shall be and remain inferior and subordinate to any liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the Debt, regardless of whether such encumbrances in favor of Guarantor or Lender presently exist or are hereafter created or attach.  Without the prior written consent of Lender, Guarantor shall not (a) exercise or enforce any creditor’s right it may have against Borrower or (b) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including without limitation the commencement of, or joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any liens, mortgages, deeds of trust, security interests, collateral rights, judgments or other encumbrances on assets of Borrower held by Guarantor.

ARTICLE VI
MISCELLANEOUS

6.1.          Waiver.  No failure to exercise, and no delay in exercising, on the part of Lender, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right.  The rights of Lender hereunder shall be in addition to all other rights provided by law.  No modification or waiver of any provision of this Guaranty, nor consent to departure therefrom, shall be effective unless in writing and no such consent or waiver shall extend beyond the particular case and purpose involved.  No notice or demand given in any case shall constitute a waiver of the right to take other action in the same, similar or other instances without such notice or demand.   No notice or demand given in any case shall constitute a waiver of the right to take other action in the same, similar or other instances without such notice or demand.  Pursuant to

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Nevada Revised Statutes (“NRS”) Section 40.495(2), Guarantor hereby waives the provisions of NRS Section 40.430.

6.2.          Notices.  All notices, consents, approvals and requests required or permitted hereunder shall be given in writing and shall be effective for all purposes if (i) hand delivered, (ii) sent by certified or registered United States mail, postage prepaid, return receipt requested, (iii) sent by expedited prepaid delivery service, either commercial or United States Postal Service, with proof of attempted delivery, or (iv) sent by facsimile (with answer back acknowledged), in each case addressed as follows (or at such other address and person as shall be designated from time to time by any party hereto, as the case may be, in a notice to the other parties hereto in the manner provided for in this Section 6.2):

If to Lender:Column Financial, Inc.
11 Madison Avenue, 9th Floor
New York, New York 10010
Attention:  Michael May
Facsimile No.:  (212) 352-8106

with a copy to:Column Financial, Inc.
One Madison Avenue
New York, New York 10010
Legal and Compliance Department
Attention:  Casey McCutcheon, Esq.
Facsimile No.:  (917) 326-8433

and a copy to:Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004
Attention:  Jonathan L. Mechanic, Esq.
Facsimile No.:  (212) 859-4000

If to BH I Guarantor:c/o Bay Harbour Management, L.C.,

885 Third Avenue

New York, NY 10022

Attention: Douglas Teitelbaum

Fax:  212-371-7497

with a copy to:Proskauer Rose LLP

1585 Broadway

New York, NY 10036

Attention:  Christopher Wells, Esq.

Facsimile No.:  212-969-2900

If to BH II Guarantor:c/o Bay Harbour Management, L.C.,

885 Third Avenue

New York, NY 10022

Attention: Douglas Teitelbaum

Fax:  212-371-7497

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with a copy to:Proskauer Rose LLP

1585 Broadway

New York, NY  10036

Attention:  Christopher Wells, Esq.

Facsimile No.:  212-969-2900

If to BH III Guarantor:c/o Bay Harbour Management, L.C.,

885 Third Avenue

New York, NY 10022

Attention: Douglas Teitelbaum

Fax:  212-371-7497

with a copy to:Proskauer Rose LLP

1585 Broadway

New York, NY  10036

Attention:  Christopher Wells, Esq.

Facsimile No.:  212-969-2900

A notice shall be deemed to have been given, (i) in the case of hand delivery, at the time of delivery, (ii) in the case of registered or certified mail, when delivered or the first attempted delivery on a Business Day,  (iii) in the case of expedited prepaid delivery, upon the first attempted delivery on a Business Day, or (iv) in the case of facsimile, upon sender’s receipt of a machine generated confirmation of successful transmission after advice by telephone to recipient that a facsimile notice is forthcoming.

6.3.          Governing Law; Submission to Jurisdiction.  THIS GUARANTY SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK, EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF ANY SECURITY INTERESTS HEREUNDER, OR THE REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.  ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY MAY, AT LENDER’S OPTION, BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND GUARANTOR AND HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING.  GUARANTORS DO HEREBY DESIGNATE AND APPOINT:

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DOUGLAS TEITELBAUM

C/O BAY HARBOUR MANAGEMENT, L.C.,

885 THIRD AVENUE

NEW YORK, NY 10022

AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK.

6.4.          Invalid Provisions.  If any provision of this Guaranty is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Guaranty, such provision shall be fully severable and this Guaranty shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Guaranty, and the remaining provisions of this Guaranty shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Guaranty, unless such continued effectiveness of this Guaranty, as modified, would be contrary to the basic understandings and intentions of the parties as expressed herein.

6.5.          Amendments.  This Guaranty may be amended only by an instrument in writing executed by the party or an authorized representative of the party against whom such amendment is sought to be enforced.

6.6.          No Assignment.  Guarantor may not, without the prior written consent of Lender, assign any of its rights, powers, duties or obligations hereunder.

6.7.          Successors and Assigns.  Subject to the provisions of Section 6.6, this Guaranty shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns and legal representatives.

6.8.          Headings.  Section headings are for convenience of reference only and shall in no way affect the interpretation of this Guaranty.

6.9.          Recitals.  The recital and introductory paragraphs hereof are a part hereof, form a basis for this Guaranty and shall be considered prima facie evidence of the facts and documents referred to therein.

6.10.        Rights and Remedies.  If Guarantor becomes liable for any indebtedness owing by Borrower to Lender, by endorsement or otherwise, other than under this Guaranty, such liability shall not be in any manner impaired or affected hereby and the rights of Lender hereunder shall be cumulative of any and all other rights that Lender may ever have against Guarantor.  The

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exercise by Lender of any right or remedy hereunder or under any other instrument, or at law or in equity, shall not preclude the concurrent or subsequent exercise of any other right or remedy.

6.11.        Other Defined Terms.  Any capitalized term utilized herein shall have the meaning as specified in the Loan Agreement, unless such term is otherwise specifically defined herein.

6.12.        Entirety.  THIS GUARANTY EMBODIES THE FINAL AND ENTIRE AGREEMENT OF GUARANTOR AND LENDER WITH RESPECT TO GUARANTOR’S GUARANTY OF THE GUARANTEED OBLIGATIONS AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF.  THIS GUARANTY IS INTENDED BY GUARANTOR AND LENDER AS A FINAL AND COMPLETE EXPRESSION OF THE TERMS OF THE GUARANTY, AND NO COURSE OF DEALING BETWEEN GUARANTOR AND LENDER, NO COURSE OF PERFORMANCE, NO TRADE PRACTICES, AND NO EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OR OTHER EXTRINSIC EVIDENCE OF ANY NATURE SHALL BE USED TO CONTRADICT, VARY, SUPPLEMENT OR MODIFY ANY TERM OF THIS GUARANTY AGREEMENT.  THERE ARE NO ORAL AGREEMENTS BETWEEN GUARANTOR AND LENDER.

6.13.        Waiver of Right To Trial By Jury.  GUARANTOR AND BY ACCEPTANCE HEREOF, LENDER HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS GUARANTY, THE NOTE, THE LOAN AGREEMENT, THE MORTGAGE, OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH.  THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY GUARANTOR, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE.  EACH OF LENDER AND GUARANTOR IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY GUARANTOR AND LENDER.

6.14.        Joint and Several Liability.  If Guarantor consists of more than one Person, the obligations and liabilities of each such Person shall be joint and several.

6.15.        USA Patriot Act Notice.  Lender hereby notifies Guarantor that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify and record information that identifies Guarantor, which information includes the name and address of Guarantor and other information that will allow Lender to identify Guarantor in accordance with the Patriot Act.

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REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

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IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be duly executed and delivered as of the date first above written.

GUARANTOR:
BH I GUARANTOR:
TROPHY HUNTER INVESTMENTS, LTD., a Florida limited partnership
By:	BAY HARBOUR HOLDINGS, LLC, its general partner
	By:
	Name:	Douglas Teitelbaum
	Title:	Managing Member

BH II GUARANTOR:
BAY HARBOUR 90-1, LTD., a Florida limited partnership
By:	BAY HARBOUR HOLDINGS, LLC, its general partner
	By:
	Name:	Douglas Teitelbaum
	Title:	Managing Member

[SIGNATURES CONTINUE ON NEXT PAGE]

BH III GUARANTOR:

BAY HARBOUR MASTER, LTD.

By:

Name:

Title:

By:

Name:

Title:

EX-10.60

Exhibit 10.60

GUARANTY AGREEMENT

GUARANTY AGREEMENT, dated as of November 30, 2006 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Guaranty”), by DOUGLAS TEITELBAUM, an individual (“Guarantor”), having an address at 20 East 64th Street, New York, New York 10021, for the benefit of COLUMN FINANCIAL, INC., a Delaware corporation, having an address at 11 Madison Avenue, 9th Floor, New York, New York 10010 (together with its successors and assigns, “Lender”).

RECITALS

WHEREAS, pursuant to that certain Promissory Note, dated as of the date hereof (as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Note”), executed by PH Fee Owner LLC, a Delaware limited liability company (together with its successors and assigns, “Fee Owner”), and OpBiz, L.L.C., a Nevada limited liability company (together with its successors and assigns, “OpBiz” and, together with Fee Owner, individually or collectively as the context indicates, “Borrower”), and payable to the order of Lender in the original principal amount of up to $820,000,000, Borrower is indebted, and may from time to time be further indebted, to Lender with respect to a loan (the “Loan”) made pursuant to that certain Loan Agreement, dated as of the date hereof (as may be amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Loan Agreement”), between Borrower and Lender, which Loan is secured by, inter alia, that certain Deed of Trust, Security Agreement, Assignment of Leases and Rents, Financing Statement and Fixture Filing, dated as of the date hereof, made by Borrower to First American Title Insurance Company, a New York corporation, as trustee, for the benefit of Lender, as beneficiary (as may be amended, restated, replaced, supplemented, or otherwise modified from time to time, collectively, the “Security Instrument”), and further evidenced, secured or governed by other instruments and documents executed in connection with the Loan (together with the Note, the Loan Agreement and the Security Instrument, collectively, the “Loan Documents”).

WHEREAS, Lender is not willing to make the Loan, to Borrower unless Guarantor unconditionally guarantees payment and performance to Lender of the Guaranteed Obligations (as herein defined).

WHEREAS, Guarantor is the owner of a direct or indirect interest in Borrower and will directly benefit from Lender’s making the Loan to Borrower.

NOW, THEREFORE, as an inducement to Lender to make the Loan to Borrower, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:

ARTICLE I
NATURE AND SCOPE OF GUARANTY

1.1.          Guaranty of Obligation.  Subject to Section 1.2, Guarantor hereby irrevocably, absolutely and unconditionally guarantees to Lender and its successors and assigns the payment

and performance of the Guaranteed Obligations as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise.  Guarantor hereby irrevocably and unconditionally covenants and agrees that it is liable for the Guaranteed Obligations as a primary obligor and not merely as a surety.

1.2.          Limitation on Liability.  As used herein, the term “Guaranteed Obligations” means all the obligations and liabilities of Borrower under Sections 9.4(b) and (c) of the Loan Agreement.  The liability of Guarantor hereunder shall be limited to Guaranteed Obligations that arise from (i) events, acts, or circumstances that are actually committed by, or voluntarily or willfully brought about by Guarantor, to the full extent of such Guaranteed Obligations; or (ii) events, acts, or circumstances (regardless of the cause of same) that provide actual benefit (in cash, cash equivalent, or other quantifiable amount) to Guarantor, to the full extent of the actual benefit received by Guarantor; provided, however, that Guarantor shall have no liability hereunder with respect to the Guaranteed Obligations arising under Section 9.4(c)(ii)(A) of the Loan Agreement to the extent the same arise as a result of any of the therein described events occurring after Guarantor’s resignation as a member of the Board of Managers of MezzCo and OpBiz and as a manager of BH/RE.  Notwithstanding any limitation on liability contained herein, no limit shall apply to any Enforcement Costs (as defined below).  Notwithstanding the foregoing, during any period in which Borrower obtains and maintains environmental insurance for the Property which has a term of not less than five (5) years from the date hereof and a two (2) year tail coverage in amounts not less than $50,000,000 for third party liability and $25,000,000 for first party clean-up coverage from a carrier with not less than an “A” rating and otherwise acceptable to Lender in its reasonable discretion, including, without limitation, naming Lender as an additional insured thereunder, and such environmental insurance policy is in full force and effect, then during such period Guarantor shall have no obligations or liability to Lender hereunder with respect to Borrower’s failure to comply with Section 9.4(b)(iii) of the Loan Agreement.  For the purposes hereof, Lender hereby acknowledges and confirms that: (i) that certain Primary Environmental Site Liability Policy, Policy # 37310075, issued by Chubb Custom Insurance Company, and (ii) that certain Excess Environmental Liability Policy, Policy # PLS 2104680, issued by American International Specialty (collectively, the “Environmental Policies”) were delivered to Lender and are in effect on the date hereof and are acceptable to Lender so long as each of the Environmental Policies remains in full force and effect.  Notwithstanding the foregoing, it is hereby expressly agreed that the obtaining and maintaining of any such environmental insurance for the Property shall not in any way reduce, amend, modify or otherwise affect any of the obligations and liabilities of Borrower under any of the  Loan Documents.

1.3.          Nature of Guaranty.  This Guaranty is an irrevocable, absolute, continuing guaranty of payment and not a guaranty of collection.  This Guaranty may not be revoked by Guarantor and shall continue to be effective with respect to any Guaranteed Obligations arising or created after any attempted revocation by Guarantor and after (if Guarantor is a natural person) Guarantor’s death (in which event this Guaranty shall be binding upon Guarantor’s estate and Guarantor’s legal representatives and heirs).  The fact that at any time or from time to time the Guaranteed Obligations may be increased or reduced shall not release or discharge the obligation of Guarantor to Lender with respect to the Guaranteed Obligations.  This Guaranty may be enforced by Lender and any subsequent holder of the Note and shall not be discharged by the assignment or negotiation of all or part of the Note.

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1.4.          Guaranteed Obligations Not Reduced by Offset.  The Guaranteed Obligations and the liabilities and obligations of Guarantor to Lender hereunder, shall not be reduced, discharged or released because or by reason of any existing or future offset, claim or defense of Borrower (other than the defense of payment of such Guaranteed Obligation by Borrower), or any other party, against Lender or against payment of the Guaranteed Obligations, whether such offset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise.

1.5.          Payment By Guarantor.  If all or any part of the Guaranteed Obligations shall not be punctually paid when due, Guarantor shall, immediately upon demand by Lender, and without presentment, protest, notice of protest, notice of non-payment, notice of intention to accelerate the maturity, notice of acceleration of the maturity, or any other notice whatsoever, pay in lawful money of the United States of America, the amount due on the Guaranteed Obligations to Lender at Lender’s address as set forth herein.  Such demand(s) may be made at any time coincident with or after the time for payment of all or part of the Guaranteed Obligations, and may be made from time to time with respect to the same or different items of Guaranteed Obligations.  Such demand shall be made, given and received in accordance with the notice provisions hereof.

1.6.          No Duty To Pursue Others.  It shall not be necessary for Lender (and Guarantor hereby waives any rights which Guarantor may have to require Lender), in order to enforce the obligations of Guarantor hereunder, first to (a) institute suit or exhaust its remedies against Borrower or others liable on the Loan or the Guaranteed Obligations or any other person, (b) enforce Lender’s rights against any collateral which shall ever have been given to secure the Loan, (c) enforce Lender’s rights against any other guarantors of the Guaranteed Obligations, (d) join Borrower or any others liable on the Guaranteed Obligations in any action seeking to enforce this Guaranty, (e) exhaust any remedies available to Lender against any collateral which shall ever have been given to secure the Loan, or (f) resort to any other means of obtaining payment of the Guaranteed Obligations.

1.7.          Waivers.  Guarantor agrees to the provisions of this Guaranty, and hereby waives notice of (a) any loans or advances made by Lender to Borrower, (b) acceptance of this Guaranty, (c) any amendment or extension of the Note, the Loan Agreement or of any other Loan Documents, (d) the execution and delivery by Borrower and Lender of any other loan or credit agreement or of Borrower’s execution and delivery of any promissory notes or other documents arising under the Loan Documents or in connection with the Property, (e) the occurrence of any breach by Borrower or an Event of Default, (f) Lender’s transfer or disposition of the Guaranteed Obligations, or any part thereof, (g) sale or foreclosure (or posting or advertising for sale or foreclosure) of any collateral for the Guaranteed Obligations, (h) protest, proof of non-payment or default by Borrower, and (i) generally, all demands and notices of every kind in connection with this Guaranty, the Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranteed Obligations.

1.8.          Payment of Expenses.  In the event that Guarantor should breach or fail to timely perform any provisions of this Guaranty, Guarantor shall, immediately upon demand by Lender, pay Lender all costs and expenses (including court costs and reasonable attorneys’ fees) incurred by Lender in the enforcement hereof or the preservation of Lender’s rights hereunder (the

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foregoing, collectively “Enforcement Costs”).  The covenant contained in this Section 1.8 shall survive the payment and performance of the Guaranteed Obligations.

1.9.          Effect of Bankruptcy.  In the event that, pursuant to any insolvency, bankruptcy, reorganization, receivership or other debtor relief law, or any judgment, order or decision thereunder, Lender must rescind or restore any payment, or any part thereof, received by Lender in satisfaction of the Guaranteed Obligations, as set forth herein, any prior release or discharge from the terms of this Guaranty given to Guarantor by Lender shall be without effect, and this Guaranty shall remain in full force and effect. It is the intention of Borrower and Guarantor that Guarantor’s obligations hereunder shall not be discharged except by Guarantor’s performance of such obligations and then only to the extent of such performance.

1.10.        Waiver of Subrogation, Reimbursement and Contribution.  Notwithstanding anything to the contrary contained in this Guaranty, Guarantor hereby unconditionally and irrevocably waives, releases and abrogates any and all rights it may now or hereafter have under any agreement, at law or in equity (including, without limitation, any law subrogating Guarantor to the rights of Lender), to assert any claim against or seek contribution, indemnification or any other form of reimbursement from Borrower or any other party liable for payment of any or all of the Guaranteed Obligations for any payment made by Guarantor under or in connection with this Guaranty.

1.11.        Borrower.  The term “Borrower” as used herein shall include any Person constituting Borrower and any new or successor corporation, association, partnership (general or limited), limited liability company, joint venture, trust or other individual or organization formed as a result of any merger, reorganization, sale, transfer, devise, gift or bequest of any Person constituting Borrower or any interest in any Person constituting Borrower.

ARTICLE II
EVENTS AND CIRCUMSTANCES NOT REDUCING
OR DISCHARGING GUARANTOR’S OBLIGATIONS

Guarantor hereby consents and agrees to each of the following, and agrees that Guarantor’s obligations under this Guaranty shall not be released, diminished, impaired, reduced or adversely affected by any of the following, and waives any common law, equitable, statutory or other rights (including without limitation rights to notice) which Guarantor might otherwise have as a result of or in connection with any of the following:

2.1.          Modifications.  Any renewal, extension, increase, modification, alteration or rearrangement of all or any part of the Guaranteed Obligations, the Note, the Loan Agreement, the other Loan Documents, or any other document, instrument, contract or understanding between Borrower and Lender pertaining to the Guaranteed Obligations or any failure of Lender to notify Guarantor of any such action.

2.2.          Adjustment.  Any adjustment, indulgence, forbearance or compromise that might be granted or given by Lender to Borrower, Guarantor or any other party liable for payment of any or all of the Guaranteed Obligations.

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2.3.          Condition of Borrower or Guarantor.  The insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower, or Guarantor or any other party at any time liable for the payment of all or part of the Guaranteed Obligations; or any dissolution of Borrower or Guarantor or any sale, lease or transfer of any or all of the assets of Borrower or Guarantor or any changes in the direct or indirect shareholders, partners or members of Borrower or Guarantor; or any reorganization of Borrower or Guarantor.

2.4.         Invalidity of Guaranteed Obligations.  The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra vires, (c) the officers or representatives executing the Note, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the Guaranteed Obligations violate applicable usury laws, (e) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereunder regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.

2.5.         Release of Obligors.  Any full or partial release of the liability of Borrower on the Guaranteed Obligations, or any part thereof, or of any co-guarantors, or any other Person now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Guaranteed Obligations, or any part thereof, it being recognized, acknowledged and agreed by Guarantor that Guarantor may be required to pay the Guaranteed Obligations in full without assistance or support of any other party, and Guarantor has not been induced to enter into this Guaranty on the basis of a contemplation, belief, understanding or agreement that other Persons will be liable to pay or perform the Guaranteed Obligations, or that Lender will look to other Persons to pay or perform the Guaranteed Obligations.

2.6.         Other Collateral.  The taking or accepting of any other security, collateral or guaranty, or other assurance of payment, for all or any part of the Guaranteed Obligations.

2.7.         Release of Collateral.  Any release, surrender, exchange, subordination, deterioration, waste, loss or impairment of any collateral, property or security at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations.

2.8.         Care and Diligence.  The failure of Lender or any other party to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or

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treatment of all or any part of any collateral, property or security, including but not limited to any neglect, delay, omission, failure or refusal of Lender (except to the extent of Lender’s gross negligence or willful misconduct) (a) to take or prosecute any action for the collection of any of the Guaranteed Obligations or (b) to foreclose, or initiate any action to foreclose, or, once commenced, prosecute to completion any action to foreclose upon any security therefor, or (c) to take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of the Guaranteed Obligations.

2.9.          Unenforceability.  The fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations, or any part thereof, shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by Guarantor that Guarantor is not entering into this Guaranty in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of any of the collateral for the Guaranteed Obligations.

2.10.        Offset.  Any existing or future right of offset, claim or defense of Borrower against Lender, or any other Person, or against payment of the Guaranteed Obligations, whether such right of offset, claim or defense (other than the defense of payment in full) arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise.

2.11.        Merger.  The reorganization, merger or consolidation of Borrower into or with any other Person.

2.12.        Preference.  Any payment by Borrower to Lender is held to constitute a preference under bankruptcy laws, or for any reason Lender is required to refund such payment or pay such amount to Borrower or someone else.

2.13.        Other Actions Taken or Omitted.  Any other action taken or omitted to be taken with respect to the Loan Documents, the Guaranteed Obligations, or the security and collateral therefor, whether or not such action or omission prejudices Guarantor or increases the likelihood that Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof, it is the unambiguous and unequivocal intention of Guarantor that Guarantor shall be obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action, or omission whatsoever, whether contemplated or uncontemplated, and whether or not otherwise or particularly described herein, which obligation shall be deemed satisfied only upon the full and final payment and satisfaction of the Guaranteed Obligations.

ARTICLE III
REPRESENTATIONS AND WARRANTIES

To induce Lender to enter into the Loan Agreement and the other Loan Documents and extend credit to Borrower, Guarantor represents and warrants to Lender as follows:

3.1.          Benefit.  Guarantor is the owner of a direct or indirect interest in Borrower, and has received, or will receive, benefit from the Lender’s making the Loan to Borrower.

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3.2.          Familiarity and Reliance.  Guarantor is familiar with the financial condition of the Borrower and is familiar with the value of any and all collateral intended to be created as security for the payment of the Note or Guaranteed Obligations; however, Guarantor is not relying on such financial condition or the collateral as an inducement to enter into this Guaranty.

3.3.          No Representation by Lender.  Neither Lender nor any other party has made any representation, warranty or statement to Guarantor in order to induce Guarantor to execute this Guaranty.

3.4.          Capacity.  Guarantor is an adult individual with legal capacity to act.

3.5.          Legality.  To Guarantor’s knowledge, the execution, delivery and performance by Guarantor of this Guaranty and the consummation of the transactions contemplated hereunder do not and will not contravene or conflict with any law, statute or regulation whatsoever to which Guarantor is subject or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, or result in the breach of, any indenture, the Mortgage, charge, lien, or any contract, agreement or other instrument to which Guarantor is a party.  This Guaranty is Guarantor’s legal and binding obligation and is enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to the enforcement of creditors’ rights.

3.6.          Litigation.

There is no action, suit, proceeding or investigation pending or, to Guarantor’s knowledge, threatened against Guarantor in any court or by or before any other Governmental Authority, or labor controversy affecting Guarantor or any of Guarantor’s properties, businesses, assets or revenues, which would reasonably be expected to materially and adversely affect or impair Guarantor’s ability to fully fulfill and perform Guarantor’s obligations under this Guaranty.

3.7.          Financial and other Information.

To Guarantor’s knowledge, all financial data and other financial information that has been delivered to Lender with respect to the Guarantor (i) are true, complete and correct in all material respects, (ii) accurately represent the financial condition of the Guarantor as of the date of such reports, and (iii) to the extent prepared or audited by an independent certified public accounting firm, have been prepared in accordance with Generally Accepted Accounting Principles throughout the periods covered, except as disclosed therein.  To Guarantor’s knowledge, Guarantor does not have any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that are known to Guarantor and reasonably likely to have a Material Adverse Effect on Guarantor’s ability to perform its obligations hereunder, except as referred to or reflected in said financial statements.  Since the date of such financial statements, there has been no material adverse change in the financial condition, operation or business of Guarantor from that set forth in said financial statements.

3.8.          Tax Filings.  Guarantor has filed (or has obtained effective extensions for filing) all federal, state and local tax returns required to be filed and has paid or made adequate

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provision for the payment of all federal, state and local taxes, charges and assessments payable by Guarantor.  Guarantor believes its tax returns properly reflect Guarantor’s income and taxes for the periods covered thereby, subject only to reasonable adjustments required by the Internal Revenue Service or other applicable tax authority upon audit.

3.9.          Offset. The Loan Documents are not subject to any right of rescission, set-off, counterclaim or defense by Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (subject to principles of equity and bankruptcy, insolvency and other laws generally affecting creditors’ rights and the enforcement of debtors’ obligations), and Guarantor has not asserted any right of rescission, set-off, counterclaim or defense with respect thereto.

3.10.        Embargoed Person.  At all times throughout the term of the Loan, including after giving effect to any Transfer permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Guarantor constitute property of, or are beneficially owned, directly or indirectly, by any person, entity or government subject to trade restrictions under U.S. law, including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder with the result that the investment in Guarantor (whether directly or indirectly), is prohibited by law or the Loan made by Lender is in violation of law (“Embargoed Person”); (b) Guarantor is not an Embargoed Person; and (c) none of the funds of Guarantor have been derived from any unlawful activity with the result that the Loan is in violation of law.

3.11.        Survival.  All representations and warranties made by Guarantor herein shall survive the execution hereof.

ARTICLE IV
COVENANTS

4.1.          Litigation.  Guarantor shall give prompt notice to Lender of any litigation or governmental proceedings pending or threatened against such Guarantor of which such Guarantor has notice and which would reasonably be expected to materially adversely affect such Guarantor’s ability to perform its obligations hereunder.

4.2.          Notice of Default.  Guarantor shall promptly advise Lender of any material adverse change in such Guarantor’s condition, financial or otherwise, of which such Guarantor has knowledge and which would reasonably be expected to materially adversely affect Guarantor’s ability to perform its obligations hereunder.

4.3.          Certification.  Guarantor, at any time and from time to time, within ten (10) Business Days following the request by Lender, shall execute and deliver to Lender a statement certifying that this Guaranty is unmodified and in full force and effect (or if modified, that the same is in full force and effect as modified and stating such modifications) or, if applicable, that this Guaranty is no longer in full force and effect.

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4.4.          Net Worth.   Guarantor covenants and agrees with Lender that, until the Loan has been indefeasibly paid and performed in full, Guarantor at all times after the date hereof will and intends to maintain adequate capital to (i) pay its debts and liabilities as the same shall become due and (ii) for the normal obligations reasonably foreseeable for an individual with similar economic resources.

ARTICLE V
SUBORDINATION OF CERTAIN INDEBTEDNESS

5.1.          Subordination of All Guarantor Claims.  As used herein, the term “Guarantor Claims” shall mean all debts and liabilities of Borrower to Guarantor, whether such debts and liabilities now exist or are hereafter incurred or arise, or whether the obligations of Borrower thereon be direct, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such debts or liabilities be evidenced by note, contract, open account, or otherwise, and irrespective of the Person in whose favor such debts or liabilities may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by Guarantor.  The Guarantor Claims shall include without limitation all rights and claims of Guarantor against Borrower (arising as a result of subrogation or otherwise) as a result of Guarantor’s payment of all or a portion of the Guaranteed Obligations.  Upon the occurrence of and during the continuance of an Event of Default, Guarantor shall not receive or collect, directly or indirectly, from Borrower or any other party any amount upon the Guarantor Claims until payment in full of the Debt.

5.2.          Claims in Bankruptcy.  In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving Guarantor as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims.  Guarantor hereby assigns such dividends and payments to Lender.  Should Lender receive, for application against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, and which, as between Borrower and Guarantor, shall constitute a credit against the Guarantor Claims, then upon payment to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to Lender on the Guarantor Claims have contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be with respect to that proportion of the Guaranteed Obligations which would have been unpaid if Lender had not received dividends or payments upon the Guarantor Claims.

5.3.          Payments Held in Trust.  In the event that, notwithstanding anything to the contrary in this Guaranty, Guarantor should receive any funds, payment, claim or distribution which is prohibited by this Guaranty, Guarantor agrees to hold in trust for Lender an amount equal to the amount of all funds, payments, claims or distributions so received, and agrees that it shall have absolutely no dominion over the amount of such funds, payments, claims or distributions so received except to pay them promptly to Lender, and Guarantor covenants promptly to pay the same to Lender for application to the Debt.

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5.4.          Liens Subordinate.  Guarantor agrees that any liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the Guarantor Claims shall be and remain inferior and subordinate to any liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the Debt, regardless of whether such encumbrances in favor of Guarantor or Lender presently exist or are hereafter created or attach.  Without the prior written consent of Lender, Guarantor shall not (a) exercise or enforce any creditor’s right it may have against Borrower or (b) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including without limitation the commencement of, or joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any liens, mortgages, deeds of trust, security interests, collateral rights, judgments or other encumbrances on assets of Borrower held by Guarantor.

ARTICLE VI
MISCELLANEOUS

6.1.          Waiver.  No failure to exercise, and no delay in exercising, on the part of Lender, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right.  The rights of Lender hereunder shall be in addition to all other rights provided by law.  No modification or waiver of any provision of this Guaranty, nor consent to departure therefrom, shall be effective unless in writing and no such consent or waiver shall extend beyond the particular case and purpose involved.  No notice or demand given in any case shall constitute a waiver of the right to take other action in the same, similar or other instances without such notice or demand.  Pursuant to Nevada Revised Statutes (“NRS”) Section 40.495(2), Guarantor hereby waives the provisions of NRS Section 40.430.

6.2.          Notices.  All notices, consents, approvals and requests required or permitted hereunder shall be given in writing and shall be effective for all purposes if (i) hand delivered, (ii) sent by certified or registered United States mail, postage prepaid, return receipt requested, (iii) sent by expedited prepaid delivery service, either commercial or United States Postal Service, with proof of attempted delivery, or (iv) sent by facsimile (with answer back acknowledged), in each case addressed as follows (or at such other address and person as shall be designated from time to time by any party hereto, as the case may be, in a notice to the other parties hereto in the manner provided for in this Section 6.2):

If to Lender:Column Financial, Inc.
11 Madison Avenue, 9th Floor
New York, New York 10010
Attention:  Michael May
Facsimile No.:  (212) 352-8106

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with a copy to:Column Financial, Inc.
One Madison Avenue
New York, New York 10010
Legal and Compliance Department
Attention:  Casey McCutcheon, Esq.
Facsimile No.:  (917) 326-8433

and a copy to:Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004
Attention:  Jonathan L. Mechanic, Esq.
Facsimile No.:  (212) 859-4000

If to Guarantor:20 East 64th Street

New York, New York 10021

Attention:  Douglas Teitelbaum

A notice shall be deemed to have been given, (i) in the case of hand delivery, at the time of delivery, (ii) in the case of registered or certified mail, when delivered or the first attempted delivery on a Business Day,  (iii) in the case of expedited prepaid delivery, upon the first attempted delivery on a Business Day, or (iv) in the case of facsimile, upon sender’s receipt of a machine generated confirmation of successful transmission after advice by telephone to recipient that a facsimile notice is forthcoming.

6.3.          Governing Law; Submission to Jurisdiction.  THIS GUARANTY SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK, EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF ANY SECURITY INTERESTS HEREUNDER, OR THE REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.  ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY MAY, AT LENDER’S OPTION, BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND GUARANTOR AND HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING.  GUARANTOR DOES HEREBY DESIGNATE AND APPOINT HIMSELF AS HIS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON HIS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE

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SERVICE OF PROCESS UPON GUARANTOR IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK.

6.4.          Invalid Provisions.  If any provision of this Guaranty is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Guaranty, such provision shall be fully severable and this Guaranty shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Guaranty, and the remaining provisions of this Guaranty shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Guaranty, unless such continued effectiveness of this Guaranty, as modified, would be contrary to the basic understandings and intentions of the parties as expressed herein.

6.5.          Amendments.  This Guaranty may be amended only by an instrument in writing executed by the party or an authorized representative of the party against whom such amendment is sought to be enforced.

6.6.          No Assignment.  Guarantor may not, without the prior written consent of Lender, assign any of its rights, powers, duties or obligations hereunder.

6.7.          Successors and Assigns.  Subject to the provisions of Section 6.6, this Guaranty shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns and legal representatives.

6.8.          Headings.  Section headings are for convenience of reference only and shall in no way affect the interpretation of this Guaranty.

6.9.          Recitals.  The recital and introductory paragraphs hereof are a part hereof, form a basis for this Guaranty and shall be considered prima facie evidence of the facts and documents referred to therein.

6.10.        Rights and Remedies.  If Guarantor becomes liable for any indebtedness owing by Borrower to Lender, by endorsement or otherwise, other than under this Guaranty, such liability shall not be in any manner impaired or affected hereby and the rights of Lender hereunder shall be cumulative of any and all other rights that Lender may ever have against Guarantor.  The exercise by Lender of any right or remedy hereunder or under any other instrument, or at law or in equity, shall not preclude the concurrent or subsequent exercise of any other right or remedy.

6.11.        Other Defined Terms.  Any capitalized term utilized herein shall have the meaning as specified in the Loan Agreement, unless such term is otherwise specifically defined herein.

6.12.        Entirety.  THIS GUARANTY EMBODIES THE FINAL AND ENTIRE AGREEMENT OF GUARANTOR AND LENDER WITH RESPECT TO GUARANTOR’S GUARANTY OF THE GUARANTEED OBLIGATIONS AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF.  THIS GUARANTY IS INTENDED BY GUARANTOR AND LENDER AS A FINAL AND COMPLETE EXPRESSION OF THE TERMS OF THE GUARANTY,

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AND NO COURSE OF DEALING BETWEEN GUARANTOR AND LENDER, NO COURSE OF PERFORMANCE, NO TRADE PRACTICES, AND NO EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OR OTHER EXTRINSIC EVIDENCE OF ANY NATURE SHALL BE USED TO CONTRADICT, VARY, SUPPLEMENT OR MODIFY ANY TERM OF THIS GUARANTY AGREEMENT.  THERE ARE NO ORAL AGREEMENTS BETWEEN GUARANTOR AND LENDER.

6.13.        Waiver of Right To Trial By Jury.  GUARANTOR AND BY ACCEPTANCE HEREOF, LENDER HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND EACH WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS GUARANTY, THE NOTE, THE LOAN AGREEMENT, THE MORTGAGE, OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH.  THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY GUARANTOR, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE.  LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY GUARANTOR AND LENDER.

6.14.        USA Patriot Act Notice.  Lender hereby notifies Guarantor that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify and record information that identifies Guarantor, which information includes the name and address of Guarantor and other information that will allow Lender to identify Guarantor in accordance with the Patriot Act.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

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IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be duly executed and delivered as of the date first above written.

DOUGLAS TEITELBAUM

Douglas Teitelbaum, individually

EX-10.61

Exhibit 10.61

GUARANTY AGREEMENT

GUARANTY AGREEMENT, dated as of November 30, 2006 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Guaranty”), by ROBERT EARL, an individual (“Guarantor”), having an address at 9754 Chestnut Ridge Drive, Windermere, Florida 34786, for the benefit of COLUMN FINANCIAL, INC., a Delaware corporation, having an address at 11 Madison Avenue, 9th Floor, New York, New York 10010 (together with its successors and assigns, “Lender”).

RECITALS

WHEREAS, pursuant to that certain Note, dated as of the date hereof (as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Note”), executed by PH Fee Owner LLC, a Delaware limited liability company (together with its successors and assigns, “Fee Owner”), and OpBiz, L.L.C., a Nevada limited liability company (together with its successors and assigns, “OpBiz” and, together with Fee Owner, individually or collectively as the context indicates, “Borrower”), and payable to the order of Lender in the original principal amount of up to $820,000,000, Borrower is indebted, and may from time to time be further indebted, to Lender with respect to a loan (the “Loan”) made pursuant to that certain Loan Agreement, dated as of the date hereof (as may be amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Loan Agreement”), between Borrower and Lender, which Loan is secured by, inter alia, that certain Deed of Trust, Security Agreement, Assignment of Leases and Rents, Financing Statement and Fixture Filing, dated as of the date hereof, made by Borrower to First American Title Insurance Company, a New York corporation, as trustee, for the benefit of Lender, as beneficiary (as may be amended, restated, replaced, supplemented, or otherwise modified from time to time, collectively, the “Security Instrument”), and further evidenced, secured or governed by other instruments and documents executed in connection with the Loan (together with the Note, the Loan Agreement and the Security Instrument, collectively, the “Loan Documents”).

WHEREAS, Lender is not willing to make the Loan, to Borrower unless Guarantor unconditionally guarantees payment and performance to Lender of the Guaranteed Obligations (as herein defined).

WHEREAS, Guarantor is the owner of a direct or indirect interest in Borrower and will directly benefit from Lender’s making the Loan to Borrower.

NOW, THEREFORE, as an inducement to Lender to make the Loan to Borrower, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:

ARTICLE I
NATURE AND SCOPE OF GUARANTY

1.1.          Guaranty of Obligation.  Subject to Section 1.2, Guarantor hereby irrevocably, absolutely and unconditionally guarantees to Lender and its successors and assigns the payment

of the Guaranteed Obligations as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise.  Guarantor hereby irrevocably and unconditionally covenants and agrees that it is liable for the Guaranteed Obligations as a primary obligor and not merely as a surety.

1.2.          Limitation on Liability.  As used herein, the term “Guaranteed Obligations” means all the obligations and liabilities of Borrower under Sections 9.4(b) and (c) of the Loan Agreement.  The liability of Guarantor hereunder shall be limited to Guaranteed Obligations that arise from (i) events, acts, or circumstances that are actually committed by, or voluntarily or willfully brought about by Guarantor, to the full extent of such Guaranteed Obligations; or (ii) events, acts, or circumstances (regardless of the cause of same) that provide actual benefit (in cash, cash equivalent, or other quantifiable amount) to Guarantor, to the full extent of the actual benefit received by Guarantor.  Notwithstanding any limitation on liability contained herein, no limit shall apply to any Enforcement Costs (as defined below).  Notwithstanding the foregoing, during any period in which Borrower obtains and maintains environmental insurance for the Property which has a term of not less than five (5) years from the date hereof and a two (2) year tail coverage in amounts not less than $50,000,000 for third party liability and $25,000,000 for first party clean-up coverage from a carrier with not less than an “A” rating and otherwise acceptable to Lender in its reasonable discretion, including, without limitation, naming Lender as an additional insured thereunder, and such environmental insurance policy is in full force and effect, then during such period Guarantor shall have no obligations or liability to Lender hereunder with respect to Borrower’s failure to comply with Section 9.4(b)(iii) of the Loan Agreement.  For the purposes hereof, Lender hereby acknowledges and confirms that: (i) that certain Primary Environmental Site Liability Policy, Policy # 37310075, issued by Chubb Custom Insurance Company, and (ii) that certain Excess Environmental Liability Policy, Policy # PLS 2104680, issued by American International Specialty (collectively, the “Environmental Policies”) were delivered to Lender and are in effect on the date hereof and are acceptable to Lender so long as each of the Environmental Policies remains in full force and effect.  Notwithstanding the foregoing, it is hereby expressly agreed that the obtaining and maintaining of any such environmental insurance for the Property shall not in any way reduce, amend, modify or otherwise affect any of the obligations and liabilities of Borrower under any of the  Loan Documents.

1.3.          Nature of Guaranty.  This Guaranty is an irrevocable, absolute, continuing guaranty of payment and not a guaranty of collection.  This Guaranty may not be revoked by Guarantor and shall continue to be effective with respect to any Guaranteed Obligations arising or created after any attempted revocation by Guarantor and after (if Guarantor is a natural person) Guarantor’s death (in which event this Guaranty shall be binding upon Guarantor’s estate and Guarantor’s legal representatives and heirs).  The fact that at any time or from time to time the Guaranteed Obligations may be increased or reduced shall not release or discharge the obligation of Guarantor to Lender with respect to the Guaranteed Obligations.  This Guaranty may be enforced by Lender and any subsequent holder of the Note and shall not be discharged by the assignment or negotiation of all or part of the Note.

1.4.          Guaranteed Obligations Not Reduced by Offset.  The Guaranteed Obligations and the liabilities and obligations of Guarantor to Lender hereunder, shall not be reduced, discharged or released because or by reason of any existing or future offset, claim or defense of Borrower

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(other than the defense of payment of such Guaranteed Obligation by Borrower), or any other party, against Lender or against payment of the Guaranteed Obligations, whether such offset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise.

1.5.          Payment By Guarantor.  If all or any part of the Guaranteed Obligations shall not be punctually paid when due, Guarantor shall, immediately upon demand by Lender, and without presentment, protest, notice of protest, notice of non-payment, notice of intention to accelerate the maturity, notice of acceleration of the maturity, or any other notice whatsoever, pay in lawful money of the United States of America, the amount due on the Guaranteed Obligations to Lender at Lender’s address as set forth herein.  Such demand(s) may be made at any time coincident with or after the time for payment of all or part of the Guaranteed Obligations, and may be made from time to time with respect to the same or different items of Guaranteed Obligations.  Such demand shall be made, given and received in accordance with the notice provisions hereof.

1.6.          No Duty To Pursue Others.  It shall not be necessary for Lender (and Guarantor hereby waives any rights which Guarantor may have to require Lender), in order to enforce the obligations of Guarantor hereunder, first to (a) institute suit or exhaust its remedies against Borrower or others liable on the Loan or the Guaranteed Obligations or any other person, (b) enforce Lender’s rights against any collateral which shall ever have been given to secure the Loan, (c) enforce Lender’s rights against any other guarantors of the Guaranteed Obligations, (d) join Borrower or any others liable on the Guaranteed Obligations in any action seeking to enforce this Guaranty, (e) exhaust any remedies available to Lender against any collateral which shall ever have been given to secure the Loan, or (f) resort to any other means of obtaining payment of the Guaranteed Obligations.

1.7.          Waivers.  Guarantor agrees to the provisions of this Guaranty, and hereby waives notice of (a) any loans or advances made by Lender to Borrower, (b) acceptance of this Guaranty, (c) any amendment or extension of the Note, the Loan Agreement or of any other Loan Documents, (d) the execution and delivery by Borrower and Lender of any other loan or credit agreement or of Borrower’s execution and delivery of any promissory notes or other documents arising under the Loan Documents or in connection with the Property, (e) the occurrence of any breach by Borrower or an Event of Default, (f) Lender’s transfer or disposition of the Guaranteed Obligations, or any part thereof, (g) sale or foreclosure (or posting or advertising for sale or foreclosure) of any collateral for the Guaranteed Obligations, (h) protest, proof of non-payment or default by Borrower, and (i) generally, all demands and notices of every kind in connection with this Guaranty, the Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranteed Obligations.

1.8.          Payment of Expenses.  In the event that Guarantor should breach or fail to timely perform any provisions of this Guaranty, Guarantor shall, immediately upon demand by Lender, pay Lender all costs and expenses (including court costs and reasonable attorneys’ fees) incurred by Lender in the enforcement hereof or the preservation of Lender’s rights hereunder (the foregoing, collectively “Enforcement Costs”).  The covenant contained in this Section 1.8 shall survive the payment of the Guaranteed Obligations.

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1.9.          Effect of Bankruptcy.  In the event that, pursuant to any insolvency, bankruptcy, reorganization, receivership or other debtor relief law, or any judgment, order or decision thereunder, Lender must rescind or restore any payment, or any part thereof, received by Lender in satisfaction of the Guaranteed Obligations, as set forth herein, any prior release or discharge from the terms of this Guaranty given to Guarantor by Lender shall be without effect, and this Guaranty shall remain in full force and effect. It is the intention of Borrower and Guarantor that Guarantor’s obligations hereunder shall not be discharged except by Guarantor’s performance of such obligations and then only to the extent of such performance.

1.10.        Waiver of Subrogation, Reimbursement and Contribution.  Notwithstanding anything to the contrary contained in this Guaranty, Guarantor hereby unconditionally and irrevocably waives, releases and abrogates any and all rights it may now or hereafter have under any agreement, at law or in equity (including, without limitation, any law subrogating Guarantor to the rights of Lender), to assert any claim against or seek contribution, indemnification or any other form of reimbursement from Borrower or any other party liable for payment of any or all of the Guaranteed Obligations for any payment made by Guarantor under or in connection with this Guaranty.

1.11.        Borrower.  The term “Borrower” as used herein shall include any Person constituting Borrower and any new or successor corporation, association, partnership (general or limited), limited liability company, joint venture, trust or other individual or organization formed as a result of any merger, reorganization, sale, transfer, devise, gift or bequest of any Person constituting Borrower or any interest in any Person constituting Borrower.

ARTICLE II
EVENTS AND CIRCUMSTANCES NOT REDUCING
OR DISCHARGING GUARANTOR’S OBLIGATIONS

Guarantor hereby consents and agrees to each of the following, and agrees that Guarantor’s obligations under this Guaranty shall not be released, diminished, impaired, reduced or adversely affected by any of the following, and waives any common law, equitable, statutory or other rights (including without limitation rights to notice) which Guarantor might otherwise have as a result of or in connection with any of the following:

2.1.          Modifications.  Any renewal, extension, increase, modification, alteration or rearrangement of all or any part of the Guaranteed Obligations, the Note, the Loan Agreement, the other Loan Documents, or any other document, instrument, contract or understanding between Borrower and Lender pertaining to the Guaranteed Obligations or any failure of Lender to notify Guarantor of any such action.

2.2.          Adjustment.  Any adjustment, indulgence, forbearance or compromise that might be granted or given by Lender to Borrower, Guarantor or any other party liable for payment of any or all of the Guaranteed Obligations.

2.3.          Condition of Borrower or Guarantor.  The insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower, or Guarantor or any other party at any time liable for the payment of all or part of the Guaranteed

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Obligations; or any dissolution of Borrower or Guarantor or any sale, lease or transfer of any or all of the assets of Borrower or Guarantor or any changes in the direct or indirect shareholders, partners or members of Borrower or Guarantor; or any reorganization of Borrower or Guarantor.

2.4.         Invalidity of Guaranteed Obligations.  The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra vires, (c) the officers or representatives executing the Note, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the Guaranteed Obligations violate applicable usury laws, (e) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereunder regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.

2.5.         Release of Obligors.  Any full or partial release of the liability of Borrower on the Guaranteed Obligations, or any part thereof, or of any co-guarantors, or any other Person now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Guaranteed Obligations, or any part thereof, it being recognized, acknowledged and agreed by Guarantor that Guarantor may be required to pay the Guaranteed Obligations in full without assistance or support of any other party, and Guarantor has not been induced to enter into this Guaranty on the basis of a contemplation, belief, understanding or agreement that other Persons will be liable to pay or perform the Guaranteed Obligations, or that Lender will look to other Persons to pay or perform the Guaranteed Obligations.

2.6.         Other Collateral.  The taking or accepting of any other security, collateral or guaranty, or other assurance of payment, for all or any part of the Guaranteed Obligations.

2.7.         Release of Collateral.  Any release, surrender, exchange, subordination, deterioration, waste, loss or impairment of any collateral, property or security at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations.

2.8.         Care and Diligence.  The failure of Lender or any other party to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of any collateral, property or security, including but not limited to any neglect, delay, omission, failure or refusal of Lender (except to the extent of Lender’s gross negligence or willful misconduct) (a) to take or prosecute any action for the collection of any of

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the Guaranteed Obligations or (b) to foreclose, or initiate any action to foreclose, or, once commenced, prosecute to completion any action to foreclose upon any security therefor, or (c) to take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of the Guaranteed Obligations.

2.9.         Unenforceability.  The fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations, or any part thereof, shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by Guarantor that Guarantor is not entering into this Guaranty in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of any of the collateral for the Guaranteed Obligations.

2.10.        Offset.  Any existing or future right of offset, claim or defense of Borrower against Lender, or any other Person, or against payment of the Guaranteed Obligations, whether such right of offset, claim or defense (other than the defense of payment in full) arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise.

2.11.        Merger.  The reorganization, merger or consolidation of Borrower into or with any other Person.

2.12.        Preference.  Any payment by Borrower to Lender is held to constitute a preference under bankruptcy laws, or for any reason Lender is required to refund such payment or pay such amount to Borrower or someone else.

2.13.        Other Actions Taken or Omitted.  Any other action taken or omitted to be taken with respect to the Loan Documents, the Guaranteed Obligations, or the security and collateral therefor, whether or not such action or omission prejudices Guarantor or increases the likelihood that Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof, it is the unambiguous and unequivocal intention of Guarantor that Guarantor shall be obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action, or omission whatsoever, whether contemplated or uncontemplated, and whether or not otherwise or particularly described herein, which obligation shall be deemed satisfied only upon the full and final payment and satisfaction of the Guaranteed Obligations.

ARTICLE III
REPRESENTATIONS AND WARRANTIES

To induce Lender to enter into the Loan Agreement and the other Loan Documents and extend credit to Borrower, Guarantor represents and warrants to Lender as follows:

3.1.          Benefit.  Guarantor is the owner of a direct or indirect interest in Borrower, and has received, or will receive, benefit from the Lender’s making the Loan to Borrower.

3.2.          Familiarity and Reliance.  Guarantor is familiar with the financial condition of the Borrower and is familiar with the value of any and all collateral intended to be created as

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security for the payment of the Note or Guaranteed Obligations; however, Guarantor is not relying on such financial condition or the collateral as an inducement to enter into this Guaranty.

3.3.          No Representation by Lender.  Neither Lender nor any other party has made any representation, warranty or statement to Guarantor in order to induce Guarantor to execute this Guaranty.

3.4.          Capacity.

Guarantor is an adult individual with legal capacity to act.

3.5.          Legality.  To Guarantor’s knowledge, the execution, delivery and performance by Guarantor of this Guaranty and the consummation of the transactions contemplated hereunder do not and will not contravene or conflict with any law, statute or regulation whatsoever to which Guarantor is subject or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, or result in the breach of, any indenture, the Mortgage, charge, lien, or any contract, agreement or other instrument to which Guarantor is a party.  This Guaranty is Guarantor’s legal and binding obligation and is enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to the enforcement of creditors’ rights.

3.6.          Litigation.

There is no action, suit, proceeding or investigation pending or, to Guarantor’s knowledge, threatened against Guarantor in any court or by or before any other Governmental Authority, or labor controversy affecting Guarantor or any of Guarantor’s properties, businesses, assets or revenues, which would reasonably be expected to materially and adversely affect or impair Guarantor’s ability to fully fulfill and perform Guarantor’s obligations under this Guaranty.

3.7.          Financial and other Information.

To Guarantor’s knowledge, all financial data and other financial information that has been delivered to Lender with respect to the Guarantor (i) are true, complete and correct in all material respects, (ii) accurately represent the financial condition of the Guarantor as of the date of such reports, and (iii) to the extent prepared or audited by an independent certified public accounting firm, have been prepared in accordance with Generally Accepted Accounting Principles throughout the periods covered, except as disclosed therein.  To Guarantor’s knowledge, Guarantor does not have any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that are known to Guarantor and reasonably likely to have a Material Adverse Effect on Guarantor’s ability to perform its obligations hereunder, except as referred to or reflected in said financial statements.  Since the date of such financial statements, there has been no material adverse change in the financial condition, operation or business of Guarantor from that set forth in said financial statements.

3.8.          Tax Filings.  Guarantor has filed (or has obtained effective extensions for filing) all federal, state and local tax returns required to be filed and has paid or made adequate provision for the payment of all federal, state and local taxes, charges and assessments payable by Guarantor.  Guarantor believes its tax returns properly reflect Guarantor’s income and taxes

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for the periods covered thereby, subject only to reasonable adjustments required by the Internal Revenue Service or other applicable tax authority upon audit.

3.9.          Offset. The Loan Documents are not subject to any right of rescission, set-off, counterclaim or defense by Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (subject to principles of equity and bankruptcy, insolvency and other laws generally affecting creditors’ rights and the enforcement of debtors’ obligations), and Guarantor has not asserted any right of rescission, set-off, counterclaim or defense with respect thereto.

3.10.        Embargoed Person.  At all times throughout the term of the Loan, including after giving effect to any Transfer permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Guarantor constitute property of, or are beneficially owned, directly or indirectly, by any person, entity or government subject to trade restrictions under U.S. law, including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder with the result that the investment in Guarantor (whether directly or indirectly), is prohibited by law or the Loan made by Lender is in violation of law (“Embargoed Person”); (b) Guarantor is not an Embargoed Person; and (c) none of the funds of Guarantor have been derived from any unlawful activity with the result that the Loan is in violation of law.

3.11.        Survival.  All representations and warranties made by Guarantor herein shall survive the execution hereof.

ARTICLE IV

COVENANTS

4.1.          Litigation.  Guarantor shall give prompt notice to Lender of any litigation or governmental proceedings pending or threatened against such Guarantor of which such Guarantor has notice and which would reasonably be expected to materially adversely affect such Guarantor’s ability to perform its obligations hereunder.

4.2.          Notice of Default.  Guarantor shall promptly advise Lender of any material adverse change in such Guarantor’s condition, financial or otherwise, of which such Guarantor has knowledge and which would reasonably be expected to materially adversely affect Guarantor’s ability to perform its obligations hereunder.

4.3.          Certification.         Guarantor, at any time and from time to time, within ten (10) Business Days following the request by Lender, shall execute and deliver to Lender a statement certifying that this Guaranty is unmodified and in full force and effect (or if modified, that the same is in full force and effect as modified and stating such modifications) or, if applicable, that this Guaranty is no longer in full force and effect.

4.4.          Net Worth.            Guarantor covenants and agrees with Lender that, until the Loan has been indefeasibly paid and performed in full, Guarantor at all times after the date hereof will

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and intends to maintain adequate capital to (i) pay its debts and liabilities as the same shall become due and (ii) for the normal obligations reasonably foreseeable for an individual with similar economic resources.

ARTICLE V
SUBORDINATION OF CERTAIN INDEBTEDNESS

5.1.         Subordination of All Guarantor Claims.  As used herein, the term “Guarantor Claims” shall mean all debts and liabilities of Borrower to Guarantor, whether such debts and liabilities now exist or are hereafter incurred or arise, or whether the obligations of Borrower thereon be direct, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such debts or liabilities be evidenced by note, contract, open account, or otherwise, and irrespective of the Person in whose favor such debts or liabilities may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by Guarantor.  The Guarantor Claims shall include without limitation all rights and claims of Guarantor against Borrower (arising as a result of subrogation or otherwise) as a result of Guarantor’s payment of all or a portion of the Guaranteed Obligations.  Upon the occurrence of and during the continuance of an Event of Default, Guarantor shall not receive or collect, directly or indirectly, from Borrower or any other party any amount upon the Guarantor Claims until payment in full of the Debt.

5.2.         Claims in Bankruptcy.  In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving Guarantor as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims.  Guarantor hereby assigns such dividends and payments to Lender.  Should Lender receive, for application against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, and which, as between Borrower and Guarantor, shall constitute a credit against the Guarantor Claims, then upon payment to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to Lender on the Guarantor Claims have contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be with respect to that proportion of the Guaranteed Obligations which would have been unpaid if Lender had not received dividends or payments upon the Guarantor Claims.

5.3.         Payments Held in Trust.  In the event that, notwithstanding anything to the contrary in this Guaranty, Guarantor should receive any funds, payment, claim or distribution which is prohibited by this Guaranty, Guarantor agrees to hold in trust for Lender an amount equal to the amount of all funds, payments, claims or distributions so received, and agrees that it shall have absolutely no dominion over the amount of such funds, payments, claims or distributions so received except to pay them promptly to Lender, and Guarantor covenants promptly to pay the same to Lender for application to the Debt.

5.4.         Liens Subordinate.  Guarantor agrees that any liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the Guarantor Claims shall be and remain inferior and subordinate to any liens, security interests, judgment

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liens, charges or other encumbrances upon Borrower’s assets securing payment of the Debt, regardless of whether such encumbrances in favor of Guarantor or Lender presently exist or are hereafter created or attach.  Without the prior written consent of Lender, Guarantor shall not (a) exercise or enforce any creditor’s right it may have against Borrower or (b) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including without limitation the commencement of, or joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any liens, mortgages, deeds of trust, security interests, collateral rights, judgments or other encumbrances on assets of Borrower held by Guarantor.

ARTICLE VI
MISCELLANEOUS

6.1.         Waiver.  No failure to exercise, and no delay in exercising, on the part of Lender, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right.  The rights of Lender hereunder shall be in addition to all other rights provided by law.  No modification or waiver of any provision of this Guaranty, nor consent to departure therefrom, shall be effective unless in writing and no such consent or waiver shall extend beyond the particular case and purpose involved.  No notice or demand given in any case shall constitute a waiver of the right to take other action in the same, similar or other instances without such notice or demand.  No notice or demand given in any case shall constitute a waiver of the right to take other action in the same, similar or other instances without such notice or demand.   No notice or demand given in any case shall constitute a waiver of the right to take other action in the same, similar or other instances without such notice or demand.  Pursuant to Nevada Revised Statutes (“NRS”) Section 40.495(2), Guarantor hereby waives the provisions of NRS Section 40.430.

6.2.         Notices.  All notices, consents, approvals and requests required or permitted hereunder shall be given in writing and shall be effective for all purposes if (i) hand delivered, (ii) sent by certified or registered United States mail, postage prepaid, return receipt requested, (iii) sent by expedited prepaid delivery service, either commercial or United States Postal Service, with proof of attempted delivery, or (iv) sent by facsimile (with answer back acknowledged), in each case addressed as follows (or at such other address and person as shall be designated from time to time by any party hereto, as the case may be, in a notice to the other parties hereto in the manner provided for in this Section 6.2):

If to Lender:	Column Financial, Inc.
	11 Madison Avenue, 9th Floor
	New York, New York 10010
	Attention: Michael May
	Facsimile No.: (212) 352-8106

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with a copy to:	Column Financial, Inc.
	One Madison Avenue
	New York, New York 10010
	Legal and Compliance Department
	Attention: Casey McCutcheon, Esq.
	Facsimile No.: (917) 326-8433
and a copy to:	Fried, Frank, Harris, Shriver & Jacobson LLP
	One New York Plaza
	New York, New York 10004
	Attention: Jonathan L. Mechanic, Esq.
	Facsimile No.: (212) 859-4000
If to Guarantor:	9754 Chestnut Ridge Drive
	Windermere, Florida 34786
	Attention: Robert Earl
	Facsimile No.: (407) 351-4350
with a copy to:	Executive Vice President & Chief Financial Officer
	Planet Hollywood International, Inc.
	7598 West Sand Lake Road
	Orlando, Florida 32819
	Attention: Thomas Avallone
	Facsimile No.: (407) 352-7310
and a copy to:	Gray Robinson, P.A.
	301 East Pine Street, Suite 1400
	Orlando, Florida 32801
	Attention: Michael E. Neukmann, Esq.
	Facsimile No.: (407) 244-5690

A notice shall be deemed to have been given, (i) in the case of hand delivery, at the time of delivery, (ii) in the case of registered or certified mail, when delivered or the first attempted delivery on a Business Day,  (iii) in the case of expedited prepaid delivery, upon the first attempted delivery on a Business Day, or (iv) in the case of facsimile, upon sender’s receipt of a machine generated confirmation of successful transmission after advice by telephone to recipient that a facsimile notice is forthcoming.

6.3.         Governing Law; Submission to Jurisdiction.  THIS GUARANTY SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK, EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF ANY SECURITY INTERESTS HEREUNDER, OR THE REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.  ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY MAY, AT

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LENDER’S OPTION, BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND GUARANTOR AND HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING.  GUARANTOR DOES HEREBY DESIGNATE AND APPOINT HIMSELF AS HIS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON HIS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK.

6.4.         Invalid Provisions.  If any provision of this Guaranty is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Guaranty, such provision shall be fully severable and this Guaranty shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Guaranty, and the remaining provisions of this Guaranty shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Guaranty, unless such continued effectiveness of this Guaranty, as modified, would be contrary to the basic understandings and intentions of the parties as expressed herein.

6.5.         Amendments.  This Guaranty may be amended only by an instrument in writing executed by the party or an authorized representative of the party against whom such amendment is sought to be enforced.

6.6.         No Assignment.  Guarantor may not, without the prior written consent of Lender, assign any of its rights, powers, duties or obligations hereunder.

6.7.         Successors and Assigns.  Subject to the provisions of Section 6.6, this Guaranty shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns and legal representatives.

6.8.         Headings.  Section headings are for convenience of reference only and shall in no way affect the interpretation of this Guaranty.

6.9.         Recitals.  The recital and introductory paragraphs hereof are a part hereof, form a basis for this Guaranty and shall be considered prima facie evidence of the facts and documents referred to therein.

6.10.        Rights and Remedies.  If Guarantor becomes liable for any indebtedness owing by Borrower to Lender, by endorsement or otherwise, other than under this Guaranty, such liability shall not be in any manner impaired or affected hereby and the rights of Lender hereunder shall

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be cumulative of any and all other rights that Lender may ever have against Guarantor.  The exercise by Lender of any right or remedy hereunder or under any other instrument, or at law or in equity, shall not preclude the concurrent or subsequent exercise of any other right or remedy.

6.11.        Other Defined Terms.  Any capitalized term utilized herein shall have the meaning as specified in the Loan Agreement, unless such term is otherwise specifically defined herein.

6.12.        Entirety.  THIS GUARANTY EMBODIES THE FINAL AND ENTIRE AGREEMENT OF GUARANTOR AND LENDER WITH RESPECT TO GUARANTOR’S GUARANTY OF THE GUARANTEED OBLIGATIONS AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF.  THIS GUARANTY IS INTENDED BY GUARANTOR AND LENDER AS A FINAL AND COMPLETE EXPRESSION OF THE TERMS OF THE GUARANTY, AND NO COURSE OF DEALING BETWEEN GUARANTOR AND LENDER, NO COURSE OF PERFORMANCE, NO TRADE PRACTICES, AND NO EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OR OTHER EXTRINSIC EVIDENCE OF ANY NATURE SHALL BE USED TO CONTRADICT, VARY, SUPPLEMENT OR MODIFY ANY TERM OF THIS GUARANTY AGREEMENT.  THERE ARE NO ORAL AGREEMENTS BETWEEN GUARANTOR AND LENDER.

6.13.        Waiver of Right To Trial By Jury.  GUARANTOR AND BY ACCEPTANCE HEREOF, LENDER HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND EACH WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS GUARANTY, THE NOTE, THE LOAN AGREEMENT, THE MORTGAGE, OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH.  THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY GUARANTOR, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE.  LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY GUARANTOR AND LENDER.

6.14.        Joint and Several Liability.  If Guarantor consists of more than one Person, the obligations and liabilities of each such Person shall be joint and several.

6.15.        USA Patriot Act Notice.  Lender hereby notifies Guarantor that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify and record information that identifies Guarantor, which information includes the name and address of Guarantor and other information that will allow Lender to identify Guarantor in accordance with the Patriot Act.

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REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

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IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be duly executed and delivered as of the date first above written.

ROBERT EARL

Robert Earl, individually

EX-10.62

Exhibit 10.62

COMPLETION GUARANTY

COMPLETION GUARANTY, dated as of November 30, 2006 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Guaranty”), by TROPHY HUNTER INVESTMENTS, LTD., a Florida limited partnership (together with its successors and permitted assigns, “BH I Guarantor”), having an address at c/o Bay Harbour Management, L.C., 885 Third Avenue, New York, NY 10022  Attn: Douglas Teitelbaum; BAY HARBOUR 90-1, LTD., a Florida limited partnership (together with its successors and permitted assigns, “BH II Guarantor”), having an address at c/o Bay Harbour Management, L.C., 885 Third Avenue, New York, NY 10022  Attn: Douglas Teitelbaum and BAY HARBOUR MASTER, LTD., a Cayman exempted company (together with its successors and permitted assigns, “BH III Guarantor”), having an address at c/o Bay Harbour Management, L.C., 885 Third Avenue, New York, NY 10022  Attn: Douglas Teitelbaum and ROBERT EARL, an individual (together with his successors and permitted assigns, “RE Guarantor”, and together with BH Guarantor, BH II Guarantor and BH III Guarantor individually or collectively as the context indicates, “Guarantor”), having an address at 9754 Chestnut Ridge Drive, Windermere, Florida 34786, for the benefit of COLUMN FINANCIAL, INC., a Delaware corporation having an address at 11 Madison Avenue, 9th Floor, New York, New York 10010 (together with its successors and assigns, “Lender”).

RECITALS:

WHEREAS, pursuant to that certain Note, dated as of the date hereof (as the same may be amended, restated, replaced supplemented or otherwise modified from time to time, the “Note”), executed by PH Fee Owner LLC, a Delaware limited liability company (together with its successors and assigns, “Fee Owner”), and OpBiz, L.L.C., a Nevada limited liability company (together with its successors and assigns, “OpBiz” and, together with Fee Owner, individually or collectively as the context indicates, “Borrower”), and payable to the order of Lender in the original principal amount of up to $820,000,000 or so much thereof as is advanced, Borrower is indebted, and may from time to time be further indebted, to Lender with respect to a loan (the “Loan”) made pursuant to that certain Loan Agreement, dated as of the date hereof (as amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Loan Agreement”), between Borrower and Lender, which Loan is secured by, inter alia, that certain Deed of Trust, Security Agreement, Assignment of Leases and Rents, Financing Statement and Fixture Filing, dated as of the date hereof, made by Borrower to First American Title Insurance Company, a New York corporation, as trustee, for the benefit of Lender, as beneficiary (as amended, restated, replaced, supplemented, or otherwise modified from time to time, collectively, the “Security Instrument”), and further evidenced, secured or governed by other instruments and documents executed in connection with the Loan (together with the Note, the Loan Agreement and the Security Instrument, collectively, the “Loan Documents”).

WHEREAS, Lender is not willing to make the Loan, or otherwise extend credit, to Borrower unless Guarantor unconditionally guarantees payment and performance to Lender of the Guaranteed Obligations (as hereinafter defined).

WHEREAS, Guarantor is the owner of a direct or indirect interest in Borrower, and Guarantor will directly benefit from Lender’s making the Loan to Borrower.

NOW, THEREFORE, as an inducement to Lender to make the Loan to Borrower and to extend such additional credit as Lender may from time to time agree to extend under the Loan Documents (as defined in the Loan Agreement), and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:

ARTICLE I
NATURE AND SCOPE OF GUARANTY

1.1.          Definitions.  Unless otherwise specifically provided, capitalized terms used and not otherwise defined herein shall have the meaning set forth in the Loan Agreement.  For the purposes hereof, the following terms shall have the respective meanings set forth below:

“Capital Stock” means, relative to any Person, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of such Person’s capital, whether now outstanding or issued after the Closing Date.

“Cost Overruns” means collectively, all hard costs, soft costs and other obligations, liabilities, amounts, costs and expenses arising or incurred in connection with the completion of the Renovation Project (whether or not set forth in the Project Budget) in excess of the amount of any Line Items set forth in the Project Budget or otherwise not specifically provided for in the Project Budget, including, without limitation, interest that accrues on any cost following the Substantial Completion of the Renovation Project.

“Enforcement Costs” means all costs, expenses, liabilities, claims and amounts required to be paid by Guarantor pursuant to Section 1.9 or any other provision hereof.

 “Guaranteed Obligations” means, collectively, all obligations and liabilities of Borrower under the Loan Agreement or any of the other Loan Documents to:

(a)           cause Final Completion of the Renovation Project to occur in a timely manner, in accordance with the provisions of the Loan Agreement;

(b)           pay all Project Costs with respect to the Renovation Project, including (without limitation) any and all obligations, liabilities, costs and expenses incurred in connection with the completion of the Renovation Project;

(c)           keep the Renovation Project and the Property free and clear of all liens or claims of liens arising or incurred in connection with the completion of the Renovation Project, other than Permitted Encumbrances;

(d)           correct or cause to be corrected any defect in the Renovation Project Improvements or any material departure from the Plans and Specifications in accordance with Section 3.3.5 of the Loan Agreement; and

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(e)           pay any and all Enforcement Costs.

“Net Worth” shall mean, with respect to Guarantor for any period, assets less liabilities of Guarantor and its Subsidiaries determined on a consolidated basis in accordance with accounting principles reasonably acceptable to Lender and consistent with the accounting principles used to generate the financial information delivered to Lender in connection with its underwriting of the Loan, consistently applied.

“Required Net Worth” shall have the meaning ascribed thereto in Section 4.10 hereof.

“Subsidiaries” means, relative to any Person, any corporation, partnership or other business entity of which more than 50% of the outstanding Capital Stock having ordinary voting power to elect the board of directors, managers or other voting members of the governing body of such Person (irrespective of whether at the time Capital Stock (or other ownership interest) of any other class or classes of such Person shall or might have voting power upon the occurrence of any contingency) is at the time directly or indirectly owned by such Person, by such Person and one or more other Subsidiaries of such Person, or by one or more other Subsidiaries of such Person.

1.2.          Guaranteed Obligations.  Subject to Section 1.2(b), Guarantor hereby irrevocably, absolutely and unconditionally guarantees to Lender (including, without limitation its respective successors and assigns) the payment and performance of the Guaranteed Obligations as and when the same shall be due and payable or otherwise.  Guarantor hereby irrevocably and unconditionally covenants and agrees that it is liable for the Guaranteed Obligations as a primary obligor and not merely as a surety.

(b)           Notwithstanding anything contained herein to the contrary, the maximum aggregate liability of Guarantor hereunder (excluding Enforcement Costs with respect to which there shall be no limit hereunder), shall not exceed the greater of (i) thirty-five million dollars ($35,000,000), and (b) in the event that Cost Overruns exceed at any time fifteen million dollars ($15,000,000) in the aggregate, an amount equal to twenty-four percent (24%) of the aggregate amount of all paid or unpaid Project Costs as set forth in the Project Budget for the Renovation Project as approved by Lender from time to time in accordance with the terms of the Loan Agreement.

(c)   Notwithstanding anything to the contrary, if at any time Guarantors are comprised of more than one Person, the obligations and liabilities of each such Person under this Guaranty shall be joint and several.

1.3.          Nature of Guaranty.  This Guaranty is an irrevocable, unconditional, absolute, continuing guaranty of payment and performance and not a guaranty of collection.  This Guaranty may not be revoked by Guarantor and shall continue to be effective with respect to any Guaranteed Obligations arising or created after any attempted revocation by Guarantor and after (if Guarantor is a natural person) Guarantor’s death (in which event this Guaranty shall be binding upon Guarantor’s estate and Guarantor’s legal representatives and heirs).  The fact that at any time or from time to time the Guaranteed Obligations may be increased or reduced shall not release or discharge the obligation of Guarantor to Lender with respect to the Guaranteed

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Obligations.  This Guaranty may be enforced by Lender and any subsequent holder of the Note and shall not be discharged by the assignment or negotiation of all or part of the Note.

1.4.          Guaranteed Obligations Not Reduced by Offset.  The Guaranteed Obligations and the liabilities and obligations of Guarantor to Lender hereunder shall not be reduced, discharged or released because or by reason of any existing or future offset, claim or defense (other than payment in full) of Borrower or any other party against Lender or against payment of the Guaranteed Obligations, whether such offset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise.

1.5.          Lender’s Right to Perform.  In the event that Guarantor shall fail or refuse to observe, perform and satisfy all of Borrower’s obligations, duties, covenants and agreements under the Loan Agreement, the other Loan Documents and the Project Documents with respect to Final Completion of the Renovation Project (or fail or refuse to cause Borrower to so observe, perform and satisfy) or shall otherwise fail or refuse to pay or perform any of the Guaranteed Obligations, in each case fully, completely and punctually, Lender may, from and after the occurrence of an Event of Default and during the continued existence thereof at its option, observe, perform and/or satisfy any of such obligations, duties, covenants and agreements (or cause any of such obligations to be so observed, performed and/or satisfied) or otherwise pay or perform or cause the payment and performance of any of the Guaranteed Obligations and in connection therewith, take possession of the Project and cause Final Completion of the Renovation Project, in which case Guarantor, upon demand by Lender, shall (x) pay any and all costs, expenses, liabilities and claims with respect thereto, (y) cause any claim or Lien in connection therewith to be bonded, discharged, released or paid and (z) reimburse Lender in lawful money of the United States for all sums paid and all costs, expenses or liabilities incurred by Lender in connection therewith (which payments shall be included within the meaning of Guaranteed Obligations hereunder).

1.6.          Payment by Guarantor.  If all or any part of the Guaranteed Obligations shall not be punctually paid and performed when due, Guarantor shall, immediately upon demand by Lender and without presentment, protest, notice of protest, notice of non-payment or any other notice whatsoever, pay in lawful money of the United States of America the amount due on the Guaranteed Obligations  (including, without limitation, any amounts due pursuant to Section 1.5 hereof) to Lender at Lender’s address as set forth herein.  Such demand(s) may be made at any time coincident after the time for payment and performance of all or part of the Guaranteed Obligations and may be made from time to time with respect to the same or different items of Guaranteed Obligations.  Such demand shall be made, given and received in accordance with the notice provisions hereof.  If the amount due on the Guaranteed Obligations (including, without limitation, any amounts due pursuant to Section 1.5 hereof) is not paid to Lender within ten (10) Business Days after demand by Lender, the same shall bear interest at the Default Rate from the date of demand until the date all of the Guaranteed Obligations (including, without limitation, any amounts due pursuant to Section 1.5 hereof) have been paid (which interest shall be included within the meaning of Guaranteed Obligations).

1.7.          No Duty to Pursue Others.  It shall not be necessary for Lender (and Guarantor hereby waives any rights which Guarantor may have to require Lender), in order to enforce the

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obligations of Guarantor hereunder, first to (i) institute suit or exhaust its remedies against Borrower or others liable on the Loan or the Guaranteed Obligations or any other person, (ii) enforce Lender’s rights against any collateral which shall ever have been given to secure the Loan, (iii) enforce Lender’s rights against any other guarantors of the Guaranteed Obligations, (iv) join Borrower or any others liable on the Guaranteed Obligations in any action seeking to enforce this Guaranty, (v) exhaust any remedies available to Lender against any collateral which shall ever have been given to secure the Loan, or (vi) resort to any other means of obtaining payment of the Guaranteed Obligations.

1.8.          Waivers.  Guarantor agrees to the provisions of this Guaranty and hereby waives notice of (i) any loans or advances made by Lender to Borrower, (ii) acceptance of this Guaranty, (iii) any amendment or extension of the Note, the Mortgage and any other security instrument, the Loan Agreement or of any other Loan Documents, (iv) the execution and delivery by Borrower and Lender of any other loan or credit agreement or of Borrower’s execution and delivery of any promissory notes or other documents arising under the Loan Documents or in connection with the Property, (v) the occurrence of any breach by Borrower or an Event of Default, (vi) Lender’s transfer or disposition of the Guaranteed Obligations, or any part thereof, (vii) sale or foreclosure (or posting or advertising for sale or foreclosure) of any collateral for the Guaranteed Obligations, (viii) protest, proof of non-payment or default by Borrower, and (ix)  generally, all demands and notices of every kind in connection with this Guaranty, the Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranteed Obligations and the obligations hereby guaranteed.

1.9.          Payment of Expenses.  In the event that Guarantor should breach or fail to timely perform any provisions of this Guaranty, Guarantor shall, immediately upon demand by Lender, pay Lender all costs and expenses (including court costs and reasonable attorneys’ fees) incurred by Lender in the enforcement hereof or the preservation of Lender’s rights hereunder.  If the amount due is not paid to Lender as aforesaid within ten (10) Business Days after written demand by Lender, the same shall bear interest at the Default Rate from the date of demand until the date such amounts due hereunder have been paid in full (which interest shall be included within the meaning of Guaranteed Obligations).

1.10.        Effect of Bankruptcy.  In the event that pursuant to any insolvency, bankruptcy, reorganization, receivership or other debtor relief law or any judgment, order or decision thereunder, Lender must rescind or restore any payment or any part thereof received by Lender in satisfaction of the Guaranteed Obligations, as set forth herein, any prior release or discharge from the terms of this Guaranty given to Guarantor by Lender shall be without effect and this Guaranty shall remain in full force and effect.  It is the intention of Borrower and Guarantor that Guarantor’s obligations hereunder shall not be discharged except by Guarantor’s performance of such obligations and then only to the extent of such performance.

1.11.        Waiver of Subrogation, Reimbursement and Contribution. Notwithstanding anything to the contrary contained in this Guaranty, until the Loan is paid in full, Guarantor hereby unconditionally and irrevocably waives, releases and abrogates any and all rights it may now or hereafter have under any agreement, at law or in equity (including, without limitation, any law subrogating Guarantor to the rights of Lender), to assert any claim against or seek

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contribution, indemnification or any other form of reimbursement from Borrower or any other party liable for payment of any or all of the Guaranteed Obligations for any payment made by Guarantor under or in connection with this Guaranty.  Nothing herein prohibits payment of the Guarantee Fee as and when Borrower is permitted to do so under the Loan Agreement and the Guarantee Fee Agreement.

ARTICLE II
EVENTS AND CIRCUMSTANCES NOT REDUCING
OR DISCHARGING GUARANTOR’S OBLIGATIONS

Guarantor hereby consents and agrees to each of the following and agrees that Guarantor’s obligations under this Guaranty shall not be released, diminished, impaired, reduced or adversely affected by any of the following and waives any common law, equitable, statutory or other rights (including without limitation rights to notice) which Guarantor might otherwise have as a result of or in connection with any of the following:

2.1.          Modifications.  Any renewal, extension, increase, modification, alteration or rearrangement of all or any part of the Guaranteed Obligations, the Note, the Mortgage and any other security instruments, the Loan Agreement, the other Loan Documents or any other document, instrument, contract or understanding between Borrower and Lender pertaining to the Guaranteed Obligations or any failure of Lender to notify Guarantor of any such action.

2.2.          Adjustment.  Any adjustment, indulgence, forbearance or compromise that might be granted or given by Lender to Borrower or Guarantor or any other party liable for payment of any or all of the Guaranteed Obligations.

2.3.          Condition of Borrower or Guarantor. The insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower, Guarantor; or any dissolution of Borrower or Guarantor or any sale, lease or transfer of any or all of the assets of Borrower or Guarantor or any changes in the direct or indirect shareholders, partners or members of Borrower or Guarantor or any other party liable for payment of any or all of the Guaranteed Obligations; or any reorganization of Borrower or Guarantor.

2.4.          Invalidity of Guaranteed Obligations.  The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations or any document or agreement executed in connection with the Guaranteed Obligations for any reason whatsoever, including without limitation the fact that (i) the Guaranteed Obligations or any part thereof exceeds the amount permitted by law, (ii) the act of creating the Guaranteed Obligations or any part thereof is ultra vires, (iii) the officers or representatives executing the Note, the Mortgage and any other security instruments, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (iv) the Guaranteed Obligations violate applicable usury laws, (v) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (vi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed

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Obligations or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (vii) the Note, the Mortgage and any other security instruments, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.

2.5.          Release of Obligors.  Any full or partial release of the liability of Borrower on the Guaranteed Obligations or any part thereof, or of any co-guarantors, or any other Person now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Guaranteed Obligations, or any part thereof, it being recognized, acknowledged and agreed by Guarantor that Guarantor may be required to pay the Guaranteed Obligations in full without assistance or support of any other party, and Guarantor has not been induced to enter into this Guaranty on the basis of a contemplation, belief, understanding or agreement that any other Person will be liable to pay or perform the Guaranteed Obligations, or that Lender will look to other Person to pay or perform the Guaranteed Obligations.

2.6.          Other Collateral.  The taking or accepting of any other security, collateral or guaranty, or other assurance of payment, for all or any part of the Guaranteed Obligations.

2.7.          Release of Collateral.  Any release, surrender, exchange, subordination, deterioration, waste, loss or impairment of any collateral, property or security at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations.

2.8.          Care and Diligence.  The failure of Lender or any other party to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of any collateral, property or security, including but not limited to any neglect, delay, omission, failure or refusal of Lender (except to the extent of Lender’s gross negligence or willful misconduct) (i) to take or prosecute any action for the collection of any of the Guaranteed Obligations or (ii) to foreclose, or initiate any action to foreclose, or, once commenced, prosecute to completion any action to foreclose upon any security therefor, or (iii) to take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of the Guaranteed Obligations.

2.9.          Unenforceability.  The fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations, or any part thereof, shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by Guarantor that Guarantor is not entering into this Guaranty in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of any of the collateral for the Guaranteed Obligations.

2.10.        Offset.  The fact that the Note, the Guaranteed Obligations and the liabilities and obligations of Guarantor to Lender hereunder shall not be reduced, discharged or released because of or by reason of any existing or future right of offset, claim or defense (other than the

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defense of payment in full) of Borrower against Lender, or any other Person, or against payment of the Guaranteed Obligations, whether such right of offset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise.

2.11.        Merger.  The reorganization, merger or consolidation of Borrower into or with any other Person.

2.12.        Preference.  Any payment by Borrower to Lender is held to constitute a preference under bankruptcy laws or for any reason Lender is required to refund such payment or pay such amount to Borrower or someone else.

2.13.        Other Actions Taken or Omitted.  Any other action taken or omitted to be taken with respect to the Loan Documents, the Guaranteed Obligations, or the security and collateral therefor, whether or not such action or omission prejudices Guarantor or increases the likelihood that Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof, it is the unambiguous and unequivocal intention of Guarantor that Guarantor shall be obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action, or omission whatsoever, whether contemplated or uncontemplated, and whether or not otherwise or particularly described herein, which obligation shall be deemed satisfied only upon the full and final payment and satisfaction of the Guaranteed Obligations.

ARTICLE III
REPRESENTATIONS AND WARRANTIES

To induce Lender to enter into the Loan Agreement and the other Loan and extend credit to Borrower, each Guarantor represents and warrants to Lender as follows:

3.1.          Benefit.  Guarantor is the owner of a direct or indirect interest in Borrower, and has received, or will receive, benefit from the Lender’s making the Loan to Borrower.

3.2.          Familiarity and Reliance.  Guarantor is familiar with the financial condition of the Borrower and is familiar with the value of any and all collateral intended to be created as security for the payment of the Note or Guaranteed Obligations; however, Guarantor is not relying on such financial condition or the collateral as an inducement to enter into this Guaranty.

3.3.          No Representation by Lender.  Neither Lender nor any other party has made any representation, warranty or statement to Guarantor in order to induce Guarantor to execute this Guaranty.

3.4.          Authority.  BH I Guarantor is a limited partnership organized under the laws of the State of Florida.  BH II Guarantor is a limited partnership organized under the laws of the State of Florida.  BH III Guarantor is a company organized under the laws of the Cayman Islands. Guarantor has the power, authority and legal right (A) to own and operate its properties and assets, (B) to carry on the business now being conducted and proposed to be conducted by it, (C) to execute, deliver and perform its obligations under the Loan Documents to which it is a party (including, without limitation, this Guaranty) and (D) to engage in the transactions contemplated

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by the Loan Documents to which it is a party (including, without limitation, this Guaranty).  All Loan Documents to which Guarantor is a party (including, without limitation, this Guaranty) have been duly authorized, executed and delivered on behalf of Guarantor.  Guarantor possesses all material rights, licenses, permits, consents and authorizations, governmental or otherwise, necessary to entitle it to transact the businesses in which it is now engaged and to execute, deliver, perform, and comply with this Guaranty, and consummate the transactions contemplated hereby.

3.5.          Legality.  To Guarantor’s knowledge, the execution, delivery and performance by Guarantor of this Guaranty and the consummation of the transactions contemplated hereunder do not and will not contravene or conflict with any law, statute or regulation whatsoever to which Guarantor is subject or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, or result in the breach of, any mortgage, charge, lien, or any contract, agreement or other instrument to which Guarantor is a party.  This Guaranty is Guarantor’s legal and binding obligation and is enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to the enforcement of creditors’ rights.

3.6           Litigation.

There is no action, suit, proceeding or investigation pending or, to Guarantor’s knowledge, threatened against Guarantor in any court or by or before any other Governmental Authority, or labor controversy affecting Guarantor or any of Guarantor’s properties, businesses, assets or revenues, which would reasonably be expected to materially and adversely affect the performance of Guarantor’s Obligations and duties under this Guaranty or impair Guarantor’s ability to fully fulfill and perform Guarantor’s obligations under this Guaranty and the other Loan Documents to which Guarantor is a party.

3.7.          Financial and other Information. To Guarantor’s knowledge, all financial data and other financial information that has been delivered to Lender with respect to the Guarantor (i) are true, complete and correct in all material respects, (ii) accurately represent the financial condition of the Guarantor as of the date of such reports, and (iii) to the extent prepared or audited by an independent certified public accounting firm, have been prepared in accordance with GAAP throughout the periods covered, except as disclosed therein.  To Guarantor’s knowledge, Guarantor does not have any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that are known to Guarantor and reasonably likely to have a Material Adverse Effect, except as referred to or reflected in said financial statements.  Since the date of such financial statements, there has been no material adverse change in the financial condition, operation or business of Guarantor from that set forth in said financial statements.

3.8.          Tax Filings.  Guarantor has filed (or has obtained effective extensions for filing) all federal, state and local tax returns required to be filed by it and has paid or made adequate provision for the payment of all federal, state and local taxes, charges and assessments payable by Guarantor.  Guarantor believes its tax returns properly reflect Guarantor’s income and taxes for the periods covered thereby, subject only to reasonable adjustments required by the Internal Revenue Service or other applicable tax authority upon audit.

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3.9.          Offset. The Loan Documents are not subject to any right of rescission, set-off, counterclaim or defense by Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (subject to principles of equity and bankruptcy, insolvency and other laws generally affecting creditors’ rights and the enforcement of debtors’ obligations), and Guarantor has not asserted any right of rescission, set-off, counterclaim or defense with respect thereto.

3.10.        Embargoed Person.  At all times throughout the term of the Loan, including after giving effect to any Transfer permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Guarantor constitute property of, or are beneficially owned, directly or indirectly, by any person, entity or government subject to trade restrictions under U.S. law, including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder with the result that the investment in Guarantor (whether directly or indirectly), is prohibited by law or the Loan made by Lender is in violation of law (“Embargoed Person”); (b) no Embargoed Person has any interest of any nature whatsoever in Guarantor, with the result that the investment in Guarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law; and (c) none of the funds of Guarantor have been derived from any unlawful activity with the result that the investment in Guarantor (whether directly or indirectly) is prohibited by law or the Loan is in violation of law.

3.11.        Survival.  All representations and warranties made by Guarantor herein shall survive the execution hereof.

ARTICLE IV
COVENANTS

4.1.          Corporate Existence. BH I Guarantor shall maintain and preserve such BH Guarantor’s corporate existence and qualification as a limited partnership organized under the laws of the State of Florida.  BH II Guarantor shall maintain and preserve such BH Guarantor’s corporate existence and qualification as a limited partnserhip organized under the laws of the State of Florida.  BH III Guarantor shall maintain and preserve such BH Guarantor’s corporate existence and qualification as a company organized under the laws of the Cayman Islands.

4.2.          Financial Reporting.  The terms and conditions of this Section 4.2 shall not apply to RE Guarantor.

(a) Each Guarantor shall keep and maintain or will cause to be kept and maintained proper and accurate books and records, in accordance with the accounting principles used to generate the financial information delivered to Lender in connection with its underwriting of the Loan, consistently applied, reflecting the financial affairs of such Guarantor.  Lender shall have the right from time to time during normal business hours upon reasonable notice to such Guarantor to examine such books and records at the office of such Guarantor or other Person maintaining such books and records and to make such copies or extracts thereof as Lender shall desire.

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(b)   As soon as available and in any event within 120 days after the end of each Fiscal Year of each Guarantor, such Guarantor shall deliver a copy of the annual audit report for such Fiscal Year for such Guarantor and its subsidiaries, including therein a consolidated balance sheet of such Guarantor and its subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of such Guarantor and its subsidiaries for such Fiscal Year, in each case, certified (without any Impermissible Qualification) by Grant Thorton or another independent public accountant regularly used by such Guarantor, together with a certificate from such accountants containing a computation of, and showing compliance with, the financial covenant contained in Section 4.7.  “Impermissible Qualification” means, relative to the opinion or certification of any independent public accountant as to any financial statement of any person or entity, any qualification or exception to such opinion or certification (i) which is of a “going concern” or similar nature, (ii) which relates to the limited scope of examination of matters relevant to such financial statement, or (iii) which relates to the treatment or classification of any item in such financial statement and which, as a condition to its removal, would require an adjustment to such item the effect of which would be to cause such person or entity to be in default of any of its obligations under this Guaranty.  “Fiscal Year” means any period of twelve consecutive calendar months ending on December 31.

(c)   Each Guarantor shall deliver such other information respecting the condition or operations, financial or otherwise, of such Guarantor or any of its subsidiaries as Lender may from time to time reasonably request in writing, but in no event more than twice during any calendar year.

(d)   Each Guarantor acknowledges the importance to Lender of the timely delivery of each of the items required by this Section 4.4 (collectively, the “Required Financial Items”).  In the event such Guarantor fails to deliver to Lender any of the Required Financial Items within forty-five (45) days after written demand therefor from Lender, the same shall constitute an Event of Default under the Loan Agreement and Lender shall be entitled to the exercise of all of its rights and remedies provided hereunder.

4.3           Dissolution.  No Guarantor shall liquidate, wind-up or dissolve (or suffer any liquidation or dissolution).

4.4           Litigation.  Each Guarantor shall give prompt notice to Lender of any litigation or governmental proceedings pending or threatened against such Guarantor of which such Guarantor has notice and which would reasonably be expected to materially adversely affect such Guarantor’s ability to perform its obligations hereunder.

4.5           Notice of Default.  Each Guarantor shall promptly advise Lender of any material adverse change in such Guarantor’s condition, financial or otherwise, or which such Guarantor has knowledge and which would reasonably be expected to materially adversely affect Guarantor’s ability to perform its obligations hereunder.

4.6           Certification. Each Guarantor at any time and from time to time, within 10 Business Days following the request by Lender, shall execute and deliver to Lender a statement certifying that this Guaranty is unmodified and in full force and effect (or if modified, that the

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same is in full force and effect as modified and stating such modifications) or, if applicable, that this Guaranty is no longer in full force and effect.

4.7           Net Worth.  (a) Each BH Guarantor covenants and agrees with Lender that, until the Loan has been indefeasibly paid and performed in full, such BH Guarantor at all times after the date hereof will not permit its Net Worth as of the last day of any Fiscal Quarter to be less than $17,500,000. “Net Worth” means, at any time, the excess of the total assets of any Guarantor and its subsidiaries at such time, over the total liabilities of such Guarantor and its subsidiaries at such time, in each case, as determined on a consolidated basis in accordance with Generally Accepted Accounting Principles (“GAAP”).

ARTICLE V
SUBORDINATION OF CERTAIN INDEBTEDNESS

5.1.          Subordination of Guarantor Claims.  As used herein, the term “Guarantor Claims” shall mean all debts and liabilities of Borrower to Guarantor, whether such debts and liabilities now exist or are hereafter incurred or arise, or whether the obligations of Borrower thereon be direct, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such debts or liabilities be evidenced by note, contract, open account, or otherwise, and irrespective of the Person in whose favor such debts or liabilities may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by Guarantor.  The Guarantor Claims shall include without limitation all rights and claims of Guarantor against Borrower (arising as a result of subrogation or otherwise) as a result of Guarantor’s payment of all or a portion of the Guaranteed Obligations.  After the occurrence of and during the continuance of an Event of Default, Guarantor shall not receive or collect, directly or indirectly, from Borrower or any other party any amount upon the Guarantor Claims until payment in full of the Debt.

5.2.          Claims in Bankruptcy.  In the event of any receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving Guarantor as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims.  Guarantor hereby assigns such dividends and payments to Lender.  Should Lender receive, for application against the Guaranteed Obligations, any dividend or payment which is otherwise payable to Guarantor and which, as between Borrower and Guarantor, shall constitute a credit against the Guarantor Claims, then, upon payment to Lender in full and performance of the Guaranteed Obligations and the repayment of the Loan, Guarantor shall become subrogated to the rights of Lender to the extent of such payments to Lender on the Guarantor Claims, and such subrogation shall be with respect to that proportion of the Guaranteed Obligations which would have been unpaid if Lender had not received dividends or payments upon the Guarantor Claims.

5.3.          Payments Held in Trust.  In the event that, notwithstanding anything to the contrary in this Guaranty, Guarantor should receive any funds, payment, claim or distribution which is prohibited by this Guaranty, Guarantor agrees to hold in trust for Lender an amount

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equal to the amount of all funds, payments, claims or distributions so received, and agrees that it shall have absolutely no dominion over the amount of such funds, payments, claims or distributions so received except to pay them promptly to Lender, and Guarantor covenants promptly to pay the same to Lender for application to the Debt.

5.4.          Liens Subordinate.  Guarantor agrees that any liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the Guarantor Claims shall be and remain inferior and subordinate to any liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the Debt, regardless of whether such encumbrances in favor of Guarantor or Lender presently exist or are hereafter created or attach.  Without the prior written consent of Lender, Guarantor shall not (i) exercise or enforce any creditor’s right it may have against Borrower, or (ii) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including without limitation the commencement of, or joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any liens, mortgages, deeds of trust, security interests, collateral rights, judgments or other encumbrances on assets of Borrower held by Guarantor.

ARTICLE VI
MISCELLANEOUS

6.1.          Waiver.  No failure to exercise, and no delay in exercising, on the part of Lender, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right.  The rights of Lender hereunder shall be in addition to all other rights provided by law.  No modification or waiver of any provision of this Guaranty, nor consent to departure therefrom, shall be effective unless in writing and no such consent or waiver shall extend beyond the particular case and purpose involved.  No notice or demand given in any case shall constitute a waiver of the right to take other action in the same, similar or other instances without such notice or demand.  Pursuant to Nevada Revised Statutes (“NRS”) Section 40.495(2), Guarantor hereby waives the provisions of NRS Section 40.430.

6.2.          Notices.  All notices, consents, approvals and requests required or permitted hereunder shall be given in writing and shall be effective for all purposes if (i) hand delivered, (ii) sent by certified or registered United States mail, postage prepaid, return receipt requested, (iii) sent by expedited prepaid delivery service, either commercial or United States Postal Service, with proof of attempted delivery, or (iv) sent by facsimile (with answer back acknowledged), in each case addressed as follows (or at such other address and person as shall be designated from time to time by any party hereto, as the case may be, in a notice to the other parties hereto in the manner provided for in this Section 6.2):

If to Lender:	Column Financial, Inc.
	11 Madison Avenue, 9th Floor
	New York, New York 10010
	Attention: Michael May
	Facsimile No.: (212) 352-8106

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with a copy to:	Column Financial, Inc.
	One Madison Avenue
	New York, New York 10010
	Legal and Compliance Department
	Attention: Casey McCutcheon, Esq.
	Facsimile No.: (917) 326-8433
and a copy to:	Fried, Frank, Harris, Shriver & Jacobson LLP
	One New York Plaza
	New York, New York 10004
	Attention: Jonathan L. Mechanic, Esq.
	Facsimile No.: (212) 859-4000
If to BH I Guarantor:	c/o Bay Harbour Management, L.C.,
	885 Third Avenue
	New York, NY 10022
	Attn: Douglas Teitelbaum
	Facsimile: 212-371-7497
with a copy to:	Proskauer Rose LLP
	1585 Broadway
	New York, NY 10036
	Attn: Christopher Wells, Esq.
	Facsimile: 212-969-2900
If to BH II Guarantor:	c/o Bay Harbour Management, L.C.,
	885 Third Avenue
	New York, NY 10022
	Attn: Douglas Teitelbaum
	Facsimile: 212-371-7497
with a copy to:	Proskauer Rose LLP
	1585 Broadway
	New York, NY 10036
	Attn: Christopher Wells, Esq.
	Facsimile: 212-969-2900
If to BH III Guarantor:	c/o Bay Harbour Management, L.C.,
	885 Third Avenue
	New York, NY 10022
	Attn: Douglas Teitelbaum
	Facsimile: 212-371-7497

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with a copy to:	Proskauer Rose LLP
	1585 Broadway
	New York, NY 10036
	Attn: Christopher Wells, Esq.
	Facsimile: 212-969-2900
If to RE Guarantor:	9754 Chestnut Ridge Drive
	Windermere, Florida 34786
	Facsimile: (407) 351-4350
with a copy to:	Proskauer Rose LLP
	1585 Broadway
	New York, NY 10036
	Attn: Christopher Wells, Esq.
	Facsimile: 212-969-2900

A notice shall be deemed to have been given, (i) in the case of hand delivery, at the time of delivery, (ii) in the case of registered or certified mail, when delivered or the first attempted delivery on a Business Day, (iii) in the case of expedited prepaid delivery, upon the first attempted delivery on a Business Day, or (iv) in the case of facsimile, upon sender’s receipt of a machine generated confirmation of successful transmission after advice by telephone to recipient that a facsimile notice is forthcoming.

6.3.          GOVERNING LAW AND SUBMISSION TO JURISDICTION. THIS GUARANTY SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK, EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF ANY SECURITY INTERESTS HEREUNDER, OR THE REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.   ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING.  BH IGUARANTOR, BH II GUARANTOR AND BH III GUARANTOR DO HEREBY DESIGNATE AND APPOINT:

DOUGLAS TEITELBAUM

C/O BAY HARBOUR MANAGEMENT, L.C.,

885 THIRD AVENUE

NEW YORK, NY 10022

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AS THEIR AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON EACH OF THEIR BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK.

6.4.          Invalid Provisions.  If any provision of this Guaranty is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Guaranty, such provision shall be fully severable and this Guaranty shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Guaranty, and the remaining provisions of this Guaranty shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Guaranty, unless such continued effectiveness of this Guaranty, as modified, would be contrary to the basic understandings and intentions of the parties as expressed herein.

6.5.          Amendments.  This Guaranty may be amended only by an instrument in writing executed by the party or an authorized representative of the party against whom such amendment is sought to be enforced.

6.6.          Parties Bound; Assignment; Gender.  This Guaranty shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns, heirs and legal representatives; provided, however, that Guarantor may not, without the prior written consent of Lender, assign any of its rights, powers, duties or obligations hereunder.  All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the Person or Persons referred to may require.  Without limiting the effect of specific references in any provision of this Guaranty, the term “Guarantor” shall be deemed to refer to each and every Person constituting a Guarantor from time to time, as the sense of a particular provision may require, and to include the respective heirs, executors, administrators, legal representatives, successors and assigns of Guarantor, all of whom shall be bound by the provisions of this Guaranty.

6.7.          Headings.  Section headings are for convenience of reference only and shall in no way affect the interpretation of this Guaranty.

6.8.          Recitals.  The recital and introductory paragraphs hereof are a part hereof, form a basis for this Guaranty and shall be considered prima facie evidence of the facts and documents referred to therein.

6.9.          Rights and Remedies.  If Guarantor becomes liable for any indebtedness owing by Borrower to Lender, by endorsement or otherwise, other than under this Guaranty, such liability shall not be in any manner impaired or affected hereby and the rights of Lender hereunder shall

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be cumulative of any and all other rights that Lender may ever have against Guarantor.  The exercise by Lender of any right or remedy hereunder or under any other instrument, or at law or in equity, shall not preclude the concurrent or subsequent exercise of any other right or remedy.

6.10.        ENTIRE AGREEMENT. THIS GUARANTY EMBODIES THE FINAL, ENTIRE AGREEMENT OF GUARANTOR AND LENDER WITH RESPECT TO GUARANTOR’S GUARANTY OF THE GUARANTEED OBLIGATIONS AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF. THIS GUARANTY IS INTENDED BY GUARANTOR AND LENDER AS A FINAL AND COMPLETE EXPRESSION OF THE TERMS OF THE GUARANTY, AND NO COURSE OF DEALING BETWEEN GUARANTOR AND LENDER, NO COURSE OF PERFORMANCE, NO TRADE PRACTICES, AND NO EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OR OTHER EXTRINSIC EVIDENCE OF ANY NATURE SHALL BE USED TO CONTRADICT, VARY, SUPPLEMENT OR MODIFY ANY TERM OF THIS GUARANTY.  THERE ARE NO ORAL AGREEMENTS BETWEEN GUARANTOR AND LENDER.

6.11.        WAIVER OF RIGHT TO TRIAL BY JURY.  GUARANTOR AND, BY ITS ACCEPTANCE HEREOF, LENDER HEREBY AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND EACH WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS GUARANTY, THE NOTE, THE SECURITY INSTRUMENTS, THE LOAN AGREEMENT, OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH.  THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY GUARANTOR AND LENDER AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE.  EACH PARTY IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER.

6.12.        Termination.  This Guaranty shall terminate upon the earlier to occur of (i) the payment in full of the Loan and the Debt secured thereby and (ii) provided no Event of Default has occurred and is continuing, receipt by Lender of evidence, reasonably satisfactory to Lender, of Final Completion of the Renovation Project in accordance with the requirements of the Loan Documents.

6.13.        USA Patriot Act Notice.  Lender hereby notifies Guarantor that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify and record information that identifies Guarantor, which information includes the name and address of Guarantor and other information that will allow Lender to identify Guarantor in accordance with the Patriot Act.

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REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

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IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be duly executed and delivered as of the day and year first above written.

BH I GUARANTOR:
TROPHY HUNTER INVESTMENTS, LTD., a
Florida limited partnership
	By:  BAY HARBOUR HOLDINGS, LLC, its general partner

By:
Name:	Douglas Teitelbaum
Title:	Managing Member

BH II GUARANTOR:
BAY HARBOUR 90-1, LTD., a Florida limited
partnership
	By:  BAY HARBOUR HOLDINGS, LLC, its general partner

By:
Name:	Douglas Teitelbaum
Title:	Managing Member

[SIGNATURES CONTINUE ON NEXT PAGE]

BH III GUARANTOR:

BAY HARBOUR MASTER, LTD.

By:

Name:

Title:

By:

Name:

Title:

[SIGNATURES CONTINUE ON NEXT PAGE]

RE GUARANTOR:

ROBERT EARL

Robert Earl, individually

EX-10.63

Exhibit 10.63

ENVIRONMENTAL INDEMNITY AGREEMENT

ENVIRONMENTAL INDEMNITY AGREEMENT, dated as of November   , 2006 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), made by PH FEE OWNER LLC, a Delaware limited liability company (“Fee Owner”), and OPBIZ, L.L.C., a Nevada limited liability company (“OpBiz” and, together with Fee Owner, individually or collectively as the context indicates, “Borrower”), each having an address at 3667 Las Vegas Boulevard South, Las Vegas, Nevada 89109, in favor of COLUMN FINANCIAL, INC., a Delaware corporation (together with its successors and assigns, collectively, “Lender”), having an address at 11 Madison Avenue, New York, New York 10010 and other Indemnified Parties (defined below).

RECITALS:

WHEREAS, pursuant to that certain Promissory Note, dated as of the date hereof (as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Note”), executed by Borrower, and payable to the order of Lender in the original principal amount of up to $820,000,000, Borrower is indebted, and may from time to time be further indebted, to Lender with respect to a loan (the “Loan”) made pursuant to that certain Loan Agreement, dated as of the date hereof (as amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Loan Agreement”), between Borrower and Lender, which Loan is secured (in part) by that certain Deed of Trust, Security Agreement, Assignment of Leases and Rents, Financing Statement and Fixture Filing, dated as of the date hereof (as amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Security Instrument”), and further evidenced, secured or governed by other instruments and documents executed in connection with the Loan (together with the Note, the Loan Agreement and Security Instrument, collectively, the “Loan Documents”);

WHEREAS, Lender is unwilling to make the Loan unless Borrower agrees to provide the indemnification, representations, warranties, covenants and other matters described in this Agreement for the benefit of the Indemnified Parties;

WHEREAS, Borrower is entering into this Agreement to induce Lender to make the Loan.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower hereby represents, warrants, covenants and agrees for the benefit of the Indemnified Parties as follows:

1.             Environmental Representations and Warranties. Borrower represents and warrants that, except as otherwise disclosed by that certain Phase I environmental report prepared by LandAmerica Assessment Corporation, dated September 13, 2006, (or Phase II environmental report, if required by Lender) with respect to the Property delivered to Lender by Borrower in connection with the origination of the Loan (hereinafter referred to as the “Environmental Report”), to Borrower’s knowledge; (a) there are no Hazardous Substances (defined below) or underground storage tanks in, on, or under the Property, except those that are both (i) in compliance with all applicable Environmental Laws (defined below) and with permits

issued pursuant thereto and (ii) disclosed to Lender in writing pursuant to the Environmental Report; (b) there are no past, present or threatened Releases (defined below) of Hazardous Substances in, on, under or from the Property which have not been fully remediated as required by Environmental Laws in accordance with Environmental Law; (c) no written notice or other such communication exists from any Person (including but not limited to a Governmental Authority) relating to any threat of any Release of Hazardous Substances migrating to the Property; (d) there is no past or present material non-compliance with Environmental Laws, or with permits issued pursuant thereto, in connection with the Property which has not been fully remediated as required by Environmental Laws; (e) no written notice or other such communication exists from any Person (including but not limited to a Governmental Authority) relating to a Release of Hazardous Substances or Remediation (defined below) thereof, of liability of any Person pursuant to any Environmental Law, any other environmental conditions in connection with the Property, or any actual or potential administrative or judicial proceedings in connection with any of the foregoing; and (f) Borrower has delivered to Lender, in writing, any and all information relating to conditions in, on, under or from the Property and all information that is contained in files and records of Borrower relating to environmental conditions at the Property, including but not limited to any reports relating to Hazardous Substances in, on, under or from the Property.

2.             Environmental Covenants. Borrower covenants and agrees that: (a) all uses and operations on or of the Property, whether by Borrower or any other Person (subject to commercially reasonable efforts by Indemnitor to the extent relating to the acts or omissions of Persons that are not Affiliates of Borrower), shall be in compliance with all Environmental Laws and permits issued pursuant thereto; (b) there shall be no Releases of Hazardous Substances in, on, under or from the Property, except those that are (i) in compliance with all Environmental Laws and with permits issued pursuant thereto and (ii) fully disclosed to Lender in writing; (c) there shall be no Hazardous Substances in, on, or under the Property, except those that are (i) in compliance with all Environmental Laws and with permits issued pursuant thereto and (ii) fully disclosed to Lender in writing; (d) Borrower shall keep the Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of Borrower or any other Person (the “Environmental Liens”); (e) Borrower shall, at its sole cost and expense, fully and expeditiously cooperate in all activities pursuant to Section 3 of this Agreement, including, but not limited to, providing all relevant information and making knowledgeable persons available for interviews upon request; (f) Borrower shall, at its sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with the Property pursuant to any reasonable written request of Lender made in the event that Lender reasonably and in good faith believes that Hazardous Substances or other environmental hazards exist on the Property in violation of Environmental Law (including, but not limited to, sampling, testing and analysis of soil, water, air, building materials, and other materials and substances whether solid, liquid or gas), and share with Lender the reports and other results thereof, and Lender and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof; (g) Borrower shall, at its sole cost and expense, comply with all reasonable written requests of Lender made in the event that Lender reasonably and in good faith believes that Hazardous Substances or other environmental hazards exist on the Property in violation of Environmental Law to (i) effectuate Remediation of any condition (including, but not limited to, a Release of a Hazardous Substance) required by Environmental Laws in, on, under or from the Property; (ii) comply with any Environmental

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Law; (iii) comply with any directive from any Governmental Authority; and (iv) take any other reasonable action necessary or appropriate for protection of human health or the environment when required by Environmental Law or supported by the opinion of a qualified technical consultant; (h) Borrower shall not take any action, and shall use commercially reasonable efforts not to allow any tenant or other user of the Property to take any action with respect to Hazardous Substances, that materially increases the dangers to human health or the environment on the Property, poses an unreasonable risk of harm to any Person (whether on or off the Property), impairs the value of the Property, is contrary to any requirement of any insurer of the Property, constitutes a public or private nuisance, constitutes waste, or violates any covenant, condition, agreement or easement applicable to the Property; and (i) Borrower shall promptly notify Lender in writing of (A) any presence or Releases of Hazardous Substances in, on, under, or from the Property, (B) any material non-compliance with any Environmental Laws related in any way to the Property, (C) any actual Environmental Lien, (D) any required or proposed Remediation of Hazardous Substances relating to the Property and (E) any written notice or other such communication of which Borrower becomes aware from any source whatsoever (including, but not limited to, a Governmental Authority) relating in any way to Hazardous Substances affecting the Property or Remediation thereof, liability of Borrower pursuant to any Environmental Law related to the Property, other environmental conditions pertaining to Hazardous Substances in connection with the Property, or any actual or potential administrative or judicial proceedings in connection with anything referred to in this Agreement.

3.             Indemnified Rights/Cooperation and Access. In the event that any Indemnified Party has reason to believe that a Release or a material violation of Environmental Law exists on the Property that, in the reasonable discretion of the Indemnified Party, endangers any tenants or other occupants of the Property or their guests or the general public or materially and adversely affects the value of the Property, upon reasonable notice from Lender or such Indemnified Party, Borrower shall, at Borrower’s expense, promptly cause an engineer or consultant reasonably satisfactory to Lender and such Indemnified Party to conduct an environmental assessment or audit (the scope of which shall be determined in the reasonable discretion of Lender and/or such Indemnified Party) and take any samples of soil, groundwater or other water, air, or building materials or any other invasive testing reasonably requested by Lender and promptly deliver to Lender and such Indemnified Party the results of any such assessment, audit, sampling or other testing; provided, that if such results are not delivered to Lender and such Indemnified Party within a reasonable period or if any Indemnified Party has reason to believe that a Release or material violation of Environmental Law exists on the Property that, in the reasonable judgment of the Indemnified Party, endangers any tenant or other occupant of the Property or their guests or the general public or may materially and adversely affect the value of the Property, upon reasonable notice to Borrower, Lender or such Indemnified Party and any other Person designated by Lender or such Indemnified Party, including, but not limited to, any receiver, any representative of a Governmental Authority, and any environmental consultant, shall have the right, but not the obligation, to enter upon the Property at all reasonable times (with reasonable notice to Indemnitor) to assess any and all aspects of the environmental condition of the Property and its use, including but not limited to, conducting any environmental assessment or audit (the scope of which shall be determined in the reasonable discretion of Lender and/or such Indemnified Party) and taking samples of soil, groundwater or other water, air, or building materials, and reasonably conducting other invasive testing. Borrower shall cooperate with and provide the Indemnified Parties and any such Person designated by the Indemnified Parties with

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access to the Property and the Indemnified Parties shall minimize interference with use of and activities of tenants on the Property.

4.             Indemnification. Borrower covenants and agrees, jointly and severally, at its sole cost and expense, to protect, defend, indemnify, release and hold Indemnified Parties harmless from and against any and all Losses (defined below) imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (i) any presence of any Hazardous Substances in, on, above, or under the Property; (ii) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (iii) any activity by Borrower, any Person affiliated with Borrower, and any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any time located in, under, on or above the Property in violation of Environmental Laws; (iv) any activity by Borrower, any Person affiliated with Borrower, and any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including, but not limited to, any removal, remedial or corrective action; (v) any past, present or threatened non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including, but not limited to, any failure by Borrower, any Person affiliated with Borrower, and any tenant or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; (vi) the imposition, recording or filing or the threatened imposition, recording or filing of any Environmental Lien encumbering the Property; (vii) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in this Agreement; (viii) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including, but not limited to, costs to investigate and assess such injury, destruction or loss; (ix) any acts of Borrower, any Person affiliated with Borrower, and any tenant or other user of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances at any facility or incineration vessel containing Hazardous Substances; (x) any acts of Borrower, any Person affiliated with Borrower, and any tenant or other user of the Property in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (xii) any personal injury, wrongful death, or property or other damage arising from the presence of or a Release of Hazardous Substances at the Property under any statutory or common law or tort law theory, including, but not limited to, damages assessed for private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (xiii) any misrepresentation or inaccuracy in any representation or warranty or breach or failure to perform any covenants or other obligations pursuant to this Agreement.

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5.             Duty to Defend and Attorneys and Other Fees and Expenses. Upon written request by any Indemnified Party, Borrower shall defend any claim, action or proceeding (a “Claim”) that is brought against any Indemnified Party (if requested by any Indemnified Party, in the name of the Indemnified Party), at Borrower’s sole cost and expense, by attorneys and other professionals reasonably approved by such Indemnified Party (it being understood that counsel selected by Borrower’s insurance carrier shall be deemed to be acceptable to such Indemnified Party, and such counsel may also represent Borrower in such investigation, action or proceeding). Notwithstanding the foregoing, any Indemnified Parties may, in their sole and absolute discretion, engage their own attorneys and other professionals to defend or assist them, and, at the option of Indemnified Parties, their attorneys shall control the resolution of any Claim, provided that no compromise or settlement shall be entered without Borrower’s consent, which consent shall not be unreasonably withheld. Upon demand, Borrower shall pay or, in the sole and absolute discretion of the Indemnified Parties, reimburse, the Indemnified Parties for the payment of reasonable fees and disbursements of attorneys, engineers, environmental consultants, laboratories and other professionals in connection therewith.

6.             Certain Definitions. Any capitalized term utilized herein shall have the meaning as specified in the Loan Agreement, unless such term is otherwise specifically defined herein. As used in this Agreement, the following terms shall have the following meanings:

“Environmental Law” means any present and future laws, statutes, ordinances, rules, regulations and the like, as well as common law, of any applicable jurisdiction relating to protection of human health and safety or the environment, relating to Hazardous Substances, relating to liability for or costs of other actual or threatened danger to human health and safety, the environment or similar issues, including (without limitation) any present and future laws, statutes ordinances, rules, regulations, permits or authorizations and the like, as well as common law, that (a) condition transfer of property upon a negative declaration or other approval of a Governmental Authority of the environmental condition of the Property; (b) require notification or disclosure of Releases of Hazardous Substances or other environmental condition of the Property to any Governmental Authority or other Person, whether or not in connection with transfer of title to or interest in property; (c) impose conditions or requirements in connection with permits or other authorization for lawful activity; (d) relate to nuisance, trespass or other causes of action related to the Property, in each case to the extent related to Hazardous Substances; or (e) relate to wrongful death, personal injury, or property or other damage in connection with any physical condition or use of the Property, in each case to the extent related to Hazardous Substances, and including (without limitation) the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., as amended; the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., as amended; the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., as amended; the Oil Pollution Act, 33 U.S.C. § 2701 et seq., as amended; the Clean Air Act, 42 U.S.C. § 7401 et seq., as amended; the Hazardous Material Transportation Act, 49 U.S.C. § 1801 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq.; the Nevada Hazardous Materials law (NRS Chapter 459); the Nevada Solid Waste/Disposal of Garbage or Sewage law (NRS 444.440 to 444.650, inclusive); the Nevada Water Controls/Pollution law (NRS Chapter 445A); the Nevada Air Pollution law (NRS Chapter 445B); the

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Nevada Cleanup of Discharged Petroleum law (NRS 590.700 to 590.920, inclusive); the Nevada Control of Asbestos law (NRS 618.750 to 618.850, inclusive); the Nevada Appropriation of Public Waters law (NRS 533.324 to 533.4385, inclusive); and the Nevada Artificial Water Body Development Permit law (NRS 502.390).

“Hazardous Substances” shall mean any and all substances (whether solid, liquid or gas) defined, listed, or otherwise classified as pollutants, hazardous wastes, hazardous substances, hazardous materials, extremely hazardous wastes, or words of similar meaning or regulatory effect under any present or future Environmental Laws or that is reasonably likely to have a negative impact on human health or the environment, including, but not limited to, petroleum and petroleum products, asbestos and asbestos- containing materials, polychlorinated biphenyls, lead, radon, mold, mycotoxins, microbial matter, airborne pathogens (naturally occurring or otherwise), radioactive materials, flammables and explosives, but excluding substances of kinds and in amounts ordinarily and customarily used or stored in properties similar to the Property for the purposes of cleaning or other maintenance or operations by Borrower and/or any tenants or licensees at the Property and otherwise in compliance with all applicable Environmental Laws.

“Indemnified Parties” shall mean Lender, any Person who is or will have been involved in the servicing of the Loan, any Person in whose name the encumbrance created by the Security Instrument is or will have been recorded, Persons who may hold or acquire or will have held a full or partial interest in the Loan (including, but not limited to, investors or prospective investors in the Securities, as well as custodians, trustees and other fiduciaries who hold or have held a full or partial interest in the Loan for the benefit of third parties) as well as the respective directors, officers, shareholders, partners, employees, agents, servants, representatives, contractors, subcontractors, affiliates, subsidiaries, participants, successors and assigns of any and all of the foregoing (including, but not limited to, any other Person who holds or acquires or will have held a participation or other full or partial interest in the Loan, whether during the term of the Loan or as a part of or following a foreclosure of the Loan and any successors by merger, consolidation or acquisition of all or a substantial portion of Lender’s assets and business).

“Lega1 Action” shall mean any claim, suit or proceeding, whether administrative or judicial in nature.

“Losses” includes any losses, damages, costs, fees, expenses, claims, suits, judgments, awards, liabilities (including, but not limited to, strict liabilities), obligations, debts, diminutions in value, fines, penalties, charges, costs of Remediation (whether or not performed voluntarily), amounts paid in settlement, foreseeable and unforeseeable consequential damages, litigation costs, attorneys’ fees, engineers’ fees, environmental consultants’ fees, and investigation costs (including, but not limited to, costs for sampling, testing and analysis of soil, water, air, building materials, and other materials and substances whether solid, liquid or gas), of whatever kind or nature, and whether or not incurred in connection with any judicial or administrative proceedings, actions, claims, suits, judgments or awards.

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“Release” includes, but is not limited to, any release, deposit, discharge, emission, leaking, leaching, spilling, seeping, migrating, injecting, pumping, pouring, emptying, escaping, dumping, disposing, growing or other movement of Hazardous Substances in violation of Environmental Laws.

“Remediation” includes, but is not limited to, any response, remedial, removal, or corrective action; any activity to clean up, detoxify, decontaminate, contain or otherwise remediate any Hazardous Substance; any actions to prevent, cure or mitigate any Release of any Hazardous Substance; any action to comply with any Environmental Laws or with any permits issued pursuant thereto; any inspection, investigation, study, monitoring, assessment, audit, sampling and testing, laboratory or other analysis, or evaluation relating to any Hazardous Substances or to anything referred to herein.

7. Unimpaired Liability. The liability of Borrower under this Agreement shall in no way be limited or impaired by, and Borrower hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Security Instrument or any of the other Loan Documents. In addition, the liability of Borrower under this Agreement shall in no way be limited or impaired by (a) any extensions of time for performance required by the Note, the Loan Agreement, the Security Instrument or any of the other Loan Documents, (b) any sale or transfer of all or part of the Property, (c) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the Security Instrument or any of the other Loan Documents limiting Lender’s recourse to the Property or to any other security for the Note, or limiting Lender’s rights to a deficiency judgment against Borrower, (d) the accuracy or inaccuracy of the representations and warranties made by Borrower or any other Person under the Note, the Loan Agreement, the Security Instrument or any of the other Loan Documents or herein, (e) the release of Borrower or any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the other Loan Documents by operation of law, Lender’s voluntary act, or otherwise, (f) the release or substitution in whole or in part of any security for the Note, or (g) Lender’s failure to record the Security Instrument or file any UCC financing statements (or Lender’s improper recording or filing of any thereof) or to otherwise perfect, protect, secure or insure any security interest or lien given as security for the Note; and, in any such case, whether with or without notice to Borrower and with or without consideration.

8. Enforcement. Indemnified Parties may enforce the obligations of Borrower without first resorting to, or exhausting any security or collateral under, or without first having recourse pursuant to, the Note, the Loan Agreement, the Security Instrument, or any of the other Loan Documents or any of the Property, through foreclosure proceedings or otherwise; provided, that nothing herein shall inhibit or prevent Lender from suing on the Note, foreclosing, or exercising any power of sale under, the Security Instrument, or exercising any other rights and remedies thereunder. This Agreement is not collateral or security for the debt of Borrower pursuant to the Loan, unless Lender expressly elects in writing to make this Agreement additional collateral or security for the debt of Borrower pursuant to the Loan, which Lender is entitled to do in its sole and absolute discretion. It is not necessary for an Event of Default to have occurred for any Indemnified Party to exercise their rights pursuant to this Agreement. Notwithstanding any provision of the Loan Agreement, the obligations pursuant to this Agreement are exceptions to any non-recourse or exculpation provision of the Loan Agreement

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and Borrower is fully and personally liable for such obligations, and such liability is not limited to the original or amortized principal balance of the Loan or the value of the Property.

9. Survival. The obligations and liabilities of Borrower under this Agreement shall fully survive indefinitely notwithstanding any termination, satisfaction, assignment, entry of a judgment of foreclosure, exercise of any power of sale, or delivery of a deed in lieu of foreclosure of the Security Instrument. Notwithstanding the foregoing or any provisions of this Agreement to the contrary, the liabilities and obligations of the Indemnitor hereunder shall terminate five (5) years after payment in full of all principal and interest due on the Loan except with respect to any outstanding obligations. The liabilities and obligations of Borrower hereunder shall not apply to the extent that Borrower proves that such liabilities and obligations arose solely from Hazardous Substances that: (a) were not present on or a threat to the Property prior to the date that Lender or its nominee acquired title to the Property, whether by foreclosure, exercise of power of sale or otherwise and (b) were not the result of any act or negligence of Borrower or any of Borrower’s affiliates, agents or contractors.

10. Interest. Any amounts payable to any Indemnified Parties under this Agreement shall become immediately due and payable on demand and, if not paid within five (5) days of such demand therefor, shall bear interest at the Default Rate.

11. WAIVERS. BORROWER HEREBY WAIVES (I) ANY RIGHT OR CLAIM OF RIGHT TO CAUSE A MARSHALING OF BORROWER’S ASSETS OR TO CAUSE LENDER OR OTHER INDEMNIFIED PARTIES TO PROCEED AGAINST ANY OF THE SECURITY FOR THE LOAN BEFORE PROCEEDING UNDER THIS AGREEMENT AGAINST BORROWER; (II) AND RELINQUISHES ALL RIGHTS AND REMEDIES ACCORDED BY APPLICABLE LAW TO INDEMNITORS OR GUARANTORS, EXCEPT ANY RIGHTS OF SUBROGATION WHICH BORROWER MAY HAVE, PROVIDED THAT THE INDEMNITY PROVIDED FOR HEREUNDER SHALL NEITHER BE CONTINGENT UPON THE EXISTENCE OF ANY SUCH RIGHTS OF SUBROGATION NOR SUBJECT TO ANY CLAIMS OR DEFENSES WHATSOEVER WHICH MAY BE ASSERTED IN CONNECTION WITH THE ENFORCEMENT OR ATTEMPTED ENFORCEMENT OF SUCH SUBROGATION RIGHTS INCLUDING, WITHOUT LIMITATION, ANY CLAIM THAT SUCH SUBROGATION RIGHTS WERE ABROGATED BY ANY ACTS OF LENDER OR OTHER INDEMNIFIED PARTIES; (III) THE RIGHT TO ASSERT A COUNTERCLAIM, OTHER THAN A MANDATORY OR COMPULSORY COUNTERCLAIM, IN ANY ACTION OR PROCEEDING BROUGHT AGAINST OR BY LENDER OR OTHER INDEMNIFIED PARTIES UNDER OR PURSUANT TO THIS AGREEMENT; (IV) NOTICE OF ACCEPTANCE HEREOF AND OF ANY ACTION TAKEN OR OMITTED IN RELIANCE HEREON; (V) PRESENTMENT FOR PAYMENT, DEMAND OF PAYMENT, PROTEST OR NOTICE OF NONPAYMENT OR FAILURE TO PERFORM OR OBSERVE, OR OTHER PROOF, OR NOTICE OR DEMAND; AND (VI) ALL HOMESTEAD EXEMPTION RIGHTS AGAINST THE OBLIGATIONS HEREUNDER AND THE BENEFITS OF ANY STATUTES OF LIMITATIONS OR REPOSE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, BORROWER HEREBY AGREES TO POSTPONE THE EXERCISE OF ANY RIGHTS OF SUBROGATION WITH RESPECT TO ANY COLLATERAL SECURING THE LOAN UNTIL THE LOAN SHALL HAVE BEEN PAID IN FULL.

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12. Subrogation. Borrower shall take any and all reasonable actions, including institution of legal action against third parties, necessary or appropriate to obtain reimbursement, payment or compensation from such Persons responsible for the presence of any Hazardous Substances at, in, on, under or near the Property or otherwise obligated by law to bear the cost. Indemnified Parties shall be and hereby are subrogated to all of Borrower’s rights now or hereafter in such claims.

13. Representations and Warranties. Borrower represents and warrants that:

(a) it has the full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; the execution, delivery and performance of this Agreement by Borrower has been duly and validly authorized; and all requisite action has been taken by Borrower to make this Agreement valid and binding upon Borrower, enforceable in accordance with its terms;

(b)its execution of, and compliance with, this Agreement is in the ordinary course of business of Borrower and will not result in the breach of any term or provision of the charter, by-laws, partnership or trust agreement, or other governing instrument of Borrower or result in the breach of any term or provision of, or conflict with or constitute a default under, or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which Borrower or the Property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which Borrower or the Property is subject;

(c) to the best of Borrower’s knowledge, there is no action, suit, proceeding or investigation pending or threatened against it which, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of Borrower, or in any material impairment of the right or ability of Borrower to carry on its business substantially as now conducted, or in any material liability on the part of Borrower, or which would draw into question the validity of this Agreement or of any action taken or to be taken in connection with the obligations of Borrower contemplated herein, or which would be likely to impair materially the ability of Borrower to perform under the terms of this Agreement;

(d)it does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement;

(e) to the best of Borrower’s knowledge, no approval, authorization, order, license or consent of, or registration or filing with, any governmental authority or other person, and no approval, authorization or consent of any other party is required in connection with this Agreement; and

(f) this Agreement constitutes a valid, legal and binding obligation of Borrower, enforceable against it in accordance with the terms hereof.

14. No Waiver. No delay by any Indemnified Party in exercising any right, power or privilege under this Agreement shall operate as a waiver of any such privilege, power or right.

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15. Notice of Legal Actions. Borrower shall, within five business days of receipt thereof, give written notice to Lender of (a) any written notice, advice or other such communication from any Governmental Authority or from any other source whatsoever with respect to Hazardous Substances on, from or affecting the Property, and (b) any legal action brought against such party or related to the Property, with respect to which Borrower may have liability under this Agreement.

16. Examination of Books and Records. Indemnified Parties and their accountants shall have the right to examine the records, books, management and other papers of Borrower which reflect upon its financial condition, at the Property or at the office regularly maintained by Borrower where the books and records are located. Indemnified Parties and their accountants shall have the right to make copies and extracts from the foregoing records and other papers. In addition, at reasonable times and upon reasonable notice, Indemnified Parties and their accountants shall have the right to examine and audit the books and records of Borrower pertaining to the income, expenses and operation of the Property during reasonable business hours at the office of Borrower where the books and records are located.

17. Transfer of Loan. Lender may, at any time, sell, transfer or assign the Note, the Loan Agreement, the Security Instrument, this Agreement and the other Loan Documents, and any or all servicing rights with respect thereto, or grant participations therein or issue securities evidencing a beneficial interest in a rated or unrated public offering or private placement (collectively, “Securities”). Lender may forward to each purchaser, transferee, assignee, servicer, participant or investor in Securities or any credit rating agency rating such Securities (each of the foregoing entities, an “Investor”) and each prospective Investor, all documents and information which Lender now has or may hereafter acquire relating to Borrower and the Property, whether furnished by Borrower, any guarantor or otherwise, as Lender determines necessary or desirable. Borrower shall cooperate with Lender in connection with any transfer described in this Section 17, including, without limitation, the delivery of an estoppel certificate required in accordance with the Loan Agreement and/or in such form, substance and detail as Lender, such Investor or prospective Investor may reasonably require and such other documents as may be reasonably requested by Lender. Borrower shall also furnish, and Borrower hereby consents to Lender furnishing to such Investors or such prospective Investors, any and all information concerning the financial condition of Borrower and any and all information concerning the Property and the Leases as may be requested by Lender, any Investor or any prospective Investor in connection with any sale, transfer or participation interest.

18. Taxes. Borrower has filed all federal, state, county, municipal, and city income and other tax returns required to have been filed by it and has paid all taxes and related liabilities which have become due pursuant to such returns or pursuant to any assessments received by it. Borrower has any knowledge of any basis for any additional assessment in respect of any such taxes and related liabilities for prior years.

19. Notices. All notices, demands, requests, consents, approvals or other communications (any of the foregoing, a “Notice”) required, permitted, or desired to be given hereunder shall be in writing sent by facsimile or by registered or certified mail, postage prepaid, return receipt requested, or delivered by hand or reputable overnight courier addressed to the party to be so notified at its address hereinafter set forth, or to such other address as such party

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may hereafter specify in accordance with the provisions of this Section 19. Any Notice shall be deemed to have been received: (a) three (3) days after the date such Notice is mailed, (b) on the date of sending by facsimile if sent during business hours on a Business Day (otherwise on the next Business Day), (c) on the date of delivery by hand if delivered during business hours on a Business Day (otherwise on the next Business Day), and (d) on the next Business Day if sent by an overnight commercial courier, in each case addressed to the parties as follows:

If to Borrower:	3667 Las Vegas Boulevard South
	Las Vegas, Nevada 89109
	Attention: Mark Helm, Esq.
	Facsimile No.: (702) 785-5936
with a copy to:	Greenberg Traurig, LLP
	200 Park Avenue
	New York, NY 10166
	Attention: Joseph F. Kishel, Esq.
	Facsimile No. (212) 801-6400
If to Lender:	Column Financial, Inc.
	11 Madison Avenue
	New York, New York 10010
	Attention: Michael May
	Facsimile No. (212) 352-8106
with a copy to:	Column Financial, Inc.
	One Madison Avenue
	New York, New York 10010
	Legal and Compliance Department
	Attention: Casey McCutcheon, Esq.
	Facsimile No. (917) 326-8433
and a copy to:	Fried, Frank, Harris, Shriver & Jacobson LLP
	One New York Plaza
	New York, New York 10004
	Attention: Jonathan Mechanic, Esq.
	Facsimile No.: (212) 859-4000

20. Duplicate Originals; Counterparts. This Agreement may be executed in any number of duplicate originals and each duplicate original shall be deemed to be an original. This Agreement may be executed in several counterparts, each of which counterparts shall be deemed an original instrument and all of which together shall constitute a single Agreement. The failure of any party hereto to execute this Agreement, or any counterpart hereof, shall not relieve the other signatories from their obligations hereunder.

21. No Oral Change. This Agreement, and any provisions hereof, may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of Borrower or any Indemnified Party, but only by an agreement in

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writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought.

22. Headings, Etc. The headings and captions of various paragraphs of this Agreement are for convenience of reference only and are not to be construed as defining or limiting, in any way, the scope or intent of the provisions hereof.

23. Number and Gender/Successors and Assigns. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the Person or Persons referred to may require. Without limiting the effect of specific references in any provision of this Agreement, the term “Borrower” shall be deemed to refer to each and every Person comprising an Borrower from time to time, as the sense of a particular provision may require, and to include the heirs, executors, administrators, legal representatives, successors and assigns of such Borrower, all of whom shall be bound by the provisions of this Agreement, provided that no obligation of any Borrower may be assigned except with the written consent of Lender. Each reference herein to Lender shall be deemed to include its successors and assigns. This Agreement shall inure to the benefit of Indemnified Parties and their respective successors and assigns forever.

24. Release of Liability. Any one or more parties liable upon or in respect of this Agreement may be released without affecting the liability of any party not so released.

25. Rights Cumulative. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies which Lender has under the Note, the Security Instrument, the Loan Agreement or the other Loan Documents or would otherwise have at law or in equity.

26. Inapplicable Provisions. If any term, condition or covenant of this Agreement shall be held to be invalid, illegal or unenforceable in any respect, this Agreement shall be construed without such provision.

27. Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to choice of law principles) and the applicable laws of the United States of America. Any legal suit, action or proceeding against Borrower or Lender arising out of or relating to this Agreement may, at Lender’s option, be instituted in any Federal or State court in the City of New York, County of New York, pursuant to Section 5-1402 of the New York General Obligations Law, and Borrower waives any objections which it may now or hereafter have based on venue and/or forum non conveniens of any such suit, action or proceeding, and Borrower and hereby irrevocably submits to the jurisdiction of any such court in any suit, action or proceeding. Borrower does hereby designate and appoint:

National Registered Agents, Inc.
875 Avenue of the Americas, Suite 501
New York, New York 10001

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as its authorized agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suit, action or proceeding in any Federal or State court in New York, New York, and agrees that service of process upon said agent at said address and written notice of said service mailed or delivered to Borrower in the manner provided herein shall be deemed in every respect effective service of process upon Borrower in any such suit, action or proceeding in the State of New York.

28. Miscellaneous.

(a)  Wherever pursuant to this Agreement (i) Lender exercises any right given to it approve or disapprove, (ii) any arrangement or term is to be satisfactory to Lender, or (iii) any other decision or determination is to be made by Lender, the decision of Lender to approve or disapprove, all decisions that arrangements or terms are satisfactory or not satisfactory and all other decisions and determinations made by Lender, shall be in the sole and absolute discretion of Lender and shall be final and conclusive, except as may be otherwise expressly and specifically provided herein.

(b)  Wherever pursuant to this Agreement it is provided that Borrower pay any costs and expenses, such costs and expenses shall include, but not be limited to, legal fees and disbursements of Lender, whether retained firms, the reimbursements for the expenses of the in-house staff or otherwise.

29. Joint and Several Liability. Notwithstanding any other provision of this Agreement, the liability of each Borrower under this Agreement shall be joint and several.

[NO FURTHER TEXT ON THIS PAGE]

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                IN WITNESS WHEREOF, Borrower has caused this Agreement to be duly executed and delivered as of the date first above written.

PH FEE OWNER LLC, a Delaware limited liability company
By:	/s/  Mark Helm
	Name: Mark Helm
	Title: VP/GC
OPBIZ, L.L.C., a Nevada limited liability company
By:		/s/  Donna Lehmann
		Name: Donna Lehmann
		Title: EVP/CFO

14

EX-21.1

Exhibit 21.1

List of Subsidiaries of BH/RE, L.L.C.

Name of Subsidiary	Jurisdiction of Organization
EquityCo, L.L.C.	Nevada
MezzCo, L.L.C.	Nevada
OpBiz, L.L.C.	Nevada
PH Mezz II LLC	Delaware
PH Mezz I LLC	Delaware
PH Fee Owner LLC	Delaware
TSP Owner LLC	Delaware

EX-31.1

Exhibit 31.1

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Michael V. Mecca, certify that:

1.I have reviewed this Annual Report on Form 10-K of BH/RE, L.L.C.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)    designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)    disclosed in this report any change in the registrant’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a)    all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 2, 2007

/s/ Michael V. Mecca

Michael V. Mecca

President and Chief Executive Officer (Principal
Executive Officer)

EX-31.2

Exhibit 31.2

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Donna Lehmann, certify that:

1.I have reviewed this Annual Report on Form 10-K of BH/RE, L.L.C.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)    designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)    disclosed in this report any change in the registrant’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a)    all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  April 2, 2007

/s/ Donna Lehmann

Donna Lehmann

Treasurer (Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Michael V. Mecca, as President and Chief Executive Officer of BH/RE, L.L.C., a Nevada limited liability company (the “Company”), certify pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(A)  the accompanying Annual Report on Form 10-K for the period ended December 31, 2006, as filed with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(B)   the information in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: April 2, 2007

/s/ Michael V. Mecca

Michael V. Mecca

President and Chief Executive Officer (Principal Executive Officer)

EX-32.2

Exhibit 32.2

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Donna Lehmann, as Treasurer of BH/RE, L.L.C., a Nevada limited liability company (the “Company”) certify pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(A)  the accompanying Annual Report on Form 10-K for the period ended December 31, 2006, as filed with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(B)   the information in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: April 2, 2007

/s/ Donna Lehmann

Donna Lehmann

Treasurer (Principal Financial and Accounting Officer)