WHEREAS, pursuant to that certain Omnibus Admission of Non-Economic Members (Propco), dated as of the date hereof, by and among Stratosphere LLC, Stratosphere Land LLC, Aquarius LLC, Arizona Charlie’s LLC, Fresca, LLC, the Company, W2007 Stratosphere Gen-Par, L.L.C., a Delaware limited liability company, W2007 Stratosphere Land Gen-Par, L.L.C., a Delaware limited liability company, W2007 Aquarius Gen-Par, L.L.C., a Delaware limited liability company, and W2007 Fresca Gen-Par, L.L.C., a Delaware limited liability company, among other things, Company was admitted to W2007 Arizona Charlie’s Propco, L.L.C., a Delaware limited liability company (“ Property Owner LLC ”), as a non-economic member;

WHEREAS, pursuant to that certain Omnibus Assignment of Interests (Propcos & Propco Gen-Pars), dated as of the date hereof, by and among Stratosphere LLC, Stratosphere Land LLC, Aquarius LLC, Arizona Charlie’s LLC, Fresca, LLC, the Economic Member and W2007 ACEP First Mezzanine B Borrower, L.P., a Delaware limited partnership, among other things, (i) Arizona Charlie’s LLC assigned, transferred and conveyed a 100% limited liability company interest in the Company to the Economic Member and the Economic Member was admitted to the Company as its sole equity member, (ii) Arizona Charlie’s LLC assigned, transferred and conveyed a 100% limited liability company interest in the Property Owner LLC to the Economic Member and the Economic Member was admitted to the Property Owner LLC as a member and (iii) immediately following such admissions, Arizona Charlie’s LLC both ceased to be a member of the Company and ceased to be a member of the Property Owner LLC;

WHEREAS, on the date hereof, the Property Owner LLC was converted to a limited partnership named W2007 Arizona Charlie’s Propco, L.P. (as so converted, the “ Property Owner ”), pursuant to Section 17-217 of the Delaware Revised Uniform Limited Partnership Act (6 Del. C. § 17-101, et   seq .), as amended from time to time (the “ Act ”), and Section 18-216 of the DLLCA, by causing the filing with the office of the Secretary of State of the State of Delaware of a Certificate of Conversion to Limited Partnership and a Certificate of Limited Partnership (such conversion, the “ Conversion ”);

WHEREAS, effective as of the time of the Conversion, (i) the Company was admitted as the sole general partner of the Property Owner, and the Economic Member was admitted as the sole limited partner of the Property Owner and (ii) the Company and the Economic Member continued the business of the Property Owner LLC without dissolution in the form of a Delaware limited partnership; and

WHEREAS, the parties hereto now desire to amend and restate the Original Agreement in its entirety to reflect that the Economic Member, rather than ACEP Holdings, is now the Company’s sole economic member and to continue the Company as a limited liability company for the purposes and on the terms and conditions set forth in this Agreement.

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NOW, THEREFORE, in order to carry out their intent as expressed above and in consideration of the mutual agreements hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby covenant and agree as follows:

1.             Name .  The name of the Company continued hereby is W2007 Arizona Charlie’s Gen-Par, L.L.C.

2.             Company Purpose .  (a)  The Company was formed solely for the purpose of acquiring, financing, refinancing, holding, owning, selling, transferring, exchanging, managing and maintaining all of the general partner interests (the “ General Partner Interests ”) in the Property Owner, acting as the general partner of the Property Owner, executing and performing the obligations of the general partner under the Limited Partnership Agreement of the Property Owner, dated as of the date hereof (as amended from time to time, the “ Partnership Agreement ”), and transacting any and all lawful business that is incident, necessary and appropriate to accomplish the foregoing.  Notwithstanding anything contained herein to the contrary, unless and until that certain loan in the original principal amount of one billion one hundred seven million nine hundred ninety nine thousand nine hundred ten dollars ($1,107,999,910) (the “ Loan ”) and evidenced by that certain Loan Agreement, dated as of the date hereof (as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “ Loan Agreement ”), among Goldman Sachs Commercial Mortgage Capital, L.P., a Delaware limited partnership (together with its successors and assigns, “ Lender ”), the Property Owner, W2007 Aquarius Propco, L.P., W2007 Stratosphere Land Propco, L.P., W2007 Arizona Charlie’s Propco, L.P. and W2007 Fresca Propco, L.P. is no longer outstanding, or unless otherwise approved by Lender in writing, the Company shall not engage in any business, and it shall have no purpose, unrelated to that described in the first sentence of this Section 2(a) and shall not acquire any real property or own assets other than such assets and interests as are necessary or desirable and are not prohibited by the terms of the Loan Agreement for the Company to own in conjunction with carrying out the purposes of the Company.  Except to the extent permitted in the Loan Agreement, the Company shall not engage in any business other than the acquisition, financing, refinancing, holding, ownership, sale, transferring, exchanging, management and maintenance of the General Partner Interest.

(b)           The Company, and the Economic Member or any Officer (as defined herein) on behalf of the Company, are hereby authorized to execute, deliver and perform its obligations under all the organizational documents of the Property Owner (any such actions taken prior to the date hereof are hereby ratified and confirmed in all respects) and to cause the Property Owner to enter into, execute, deliver and perform its obligations under the agreements set forth in Exhibit A attached to the Partnership Agreement and any and all other documents, instruments, contracts, papers, certificates, guaranties, indemnities or agreements necessary, appropriate or desirable to effect, consummate or facilitate the transactions and arrangements contemplated by the Loan Agreement (including, without limitation, financing statements) (the “ Loan Documents ”)

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without any further act, vote or approval of any Person (as defined herein), notwithstanding any other provision of this Agreement to the contrary.  The foregoing authorization shall not be deemed a restriction on the power of the Economic Member or an Officer to enter into other agreements on behalf of the Company in accordance with the terms of this Agreement and the Loan Agreement.

(c)           Authorized Persons .  Alan Kava, was an “authorized person” within the meaning of the Act, for the purposes of delivering and filing the Certificate of Formation with the Secretary of State of the State of Delaware.  Each of the Economic Member, Steven Angel, Adam Brooks, Elizabeth Burban, Anthony Cacioppo, Lacxon Chan, Brahm Cramer, Andrea Gift, David Gutstadt, Stephen Iorio, Jerome Karr, Alan Kava, Jonathan Langer, Roy Lapidus, Alexandra Ortved, Stuart Rothenberg, Josephine Scesney, Lauren Wainwright, Peter Weidman, Jennifer Wong and Lauren Zucker is hereby designated as an “authorized person” within the meaning of the Act and any one of such authorized persons is hereby authorized and shall execute, deliver and file any other certificates or documents (and any amendments and/or restatements thereof) on behalf of the Company, including, but not limited to, those that are necessary for the appointment and engagement of the individuals acting as the initial Non-Economic Members.  The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate of Formation of the Company as provided in this Agreement and under the Act.

3.             Registered Office; Registered Agent .  The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.  The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

4.             Principal Place of Business .  The principal place of business of the Company is 85 Broad Street, 10 th  Floor, New York, New York 10004.

5.             Members .  (a)  The name of the sole Economic Member of the Company is W2007 ACEP First Mezzanine B Borrower, L.P.  The names of the initial Non-Economic Members of the Company are Dennis E. Howarth and Carolyn Danielsson.  The Non-Economic Members shall be appointed by the Economic Member and shall fulfill the independence requirements set forth in Section 5(d) hereof.  The Economic Member shall at all times cause there to be at least two non-economic members who fulfill the independence requirements set forth in Section 5(d) hereof, who, to the fullest extent permitted by law, including Section 18-1101(c) of the Act, shall consider only the interests of the Company in acting or otherwise voting on matters referred to in Section 11 and who is bound by this Agreement.

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(b)           Upon the occurrence of any event that causes a Non-Economic Member to cease to be a member of the Company, unless and until the Loan is no longer outstanding, a new Non-Economic Member, who shall fulfill the independence requirements set forth in Section 5(d) hereof, shall be automatically appointed and admitted to the Company forthwith and no decision requiring the consent of a Non-Economic Member shall be taken in the interim period before a new Non-Economic Member is appointed and admitted.  No resignation or removal of a Non-Economic Member, and no appointment and admission of a successor Non-Economic Member, shall be effective until such successor shall have accepted his or her appointment and admission as a Non-Economic Member by a written instrument in which he or she agrees to be bound by all of the terms and conditions of this Agreement applicable to a Non-Economic Member.  All right, power and authority of a Non-Economic Member shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement.  In exercising its rights and performing its duties under this Agreement, each Non-Economic Member shall have a fiduciary duty of loyalty similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware.  No Non-Economic Member shall at any time serve as trustee in bankruptcy for any Affiliate (as defined herein) of the Company.

(c)           For the purposes of this Agreement, “ Affiliate ” shall mean, as to any Person (as defined herein), any other Person that, directly or indirectly, is in control of, is controlled by or is under common control with, such Person.  As used in this definition, the term “control” means the ownership, directly or indirectly, of at least 51% of the equity interests in, and the right to at least 51% of distributions from such Person and/or 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.

(d)           Each Non-Economic Member shall be an individual who is duly appointed as a member of the Company and who is not, and has not been at any time during the five (5) years preceding such appointment, and will not while serving as a Non-Economic Member, be any of the following:

(i)            a member, partner, equityholder, manager, director, officer or employee of the Property Owner, the Company (other than as a Non-Economic Member), the Economic Member or any of their respective equityholders or Affiliates (other than as an independent director, manager or member of an Affiliate of the Company or the Economic Member that is required by a creditor to be a single purpose bankruptcy remote entity, provided that such independent director, manager or member is employed by a company that routinely provides professional independent directors, managers or members);

(ii)           a creditor, supplier or service provider (including provider of professional services) to the Property Owner, the Company, the Economic Member or any of their respective equityholders or Affiliates (other than a

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company that routinely provides professional independent managers, directors or members and which also provides lien search and other similar services to the Property Owner, the Company, the Economic Member or any of their respective equityholders or Affiliates in the ordinary course of business);

(iii)          a member of the immediate family by blood, marriage or adoption of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; or

(iv)          a Person that controls (whether directly, indirectly or otherwise) any of (i), (ii) or (iii) above.

Notwithstanding anything herein to the contrary, a Non-Economic Member may not simultaneously serve as a Non-Economic Member of the Company and a non-economic member or independent director of a special purpose entity that owns a direct or indirect equity interest in any other Borrower (as defined in the Loan Agreement); provided , however , that one Non-Economic Member of the Company (but not both Non-Economic Members simultaneously) may serve as an independent director of the Single-Purpose Equityholders (as defined in the Loan Agreement) of each Mezzanine Borrower (as defined in the Loan Agreement).

(e)           For the purposes of this Agreement, “ 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.

(f)            Subject to the express terms of this Agreement, which shall take precedence, the Members shall have all of the rights and powers granted to the Members pursuant to the Act.

(g)           To the fullest extent permitted by law, each Member waives any and all rights that it may have to maintain an action for partition of the Company’s property.

(h)           No Member shall have the right, privilege, or power to perform any act on behalf of the Company, including, without limitation, executing or delivering any contracts, agreements, assignments, leases, mortgages and other security instruments and deeds and all other documents and instruments, except to the extent expressly provided in this Agreement.

(i)            Each of the Non-Economic Members agrees to remain independent from the Economic Member and perform its obligations under this Agreement, agrees to be a member of the Company for the limited purposes provided herein and to perform its obligations as a Non-Economic Member hereunder, and the Company and the Economic Members agree that the Non-Economic Members will be members of the Company for

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such limited purposes.  The Company, the Economic Member and the Non-Economic Members agree that the Non-Economic Members:  (i) will not make, and will not be obligated to make, a contribution to the Company; (ii) will not own, and will not be obligated to acquire an interest in the Company; and (iii) will have no management, approval, voting, consent or veto rights in the Company, other than to the extent that their affirmative vote, approval or consent is required for the Company or the Economic Member to perform certain acts or take certain actions as expressly provided in this Agreement.  The Non-Economic Members may not bind the Company.

6.             Management and Control .  The Company shall be managed by the Economic Member, which shall have the right, power, authority and discretion acting alone to conduct the business and affairs of the Company, subject to Section 21, to take any and all actions (including