MASTER LEASE AGREEMENT

Exhibit 10.2

MASTER LEASE AGREEMENT

Dated November 7, 2007

Between

FCP PROPCO, LLC, a Delaware limited liability company

as Landlord,

and

STATION CASINOS, INC., a Nevada corporation

as Tenant

TABLE OF CONTENTS

MASTER LEASE AGREEMENT (this “ Lease ”), dated as of the 7 ^th day of November, 2007, between FCP PROPCO, LLC, a Delaware limited liability company (“ Landlord ”) having its principal office at 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135, and STATION CASINOS, INC., a Nevada corporation (“ Tenant ”), having its principal offices at 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135.

RECITALS

WHEREAS, Landlord has agreed to let to Tenant, and Tenant has agreed to lease from Landlord, certain parcels of real property and improvements and related property and interests defined hereinbelow as the “Leased Property” (all capitalized terms used but not elsewhere defined herein shall have the meaning provided therefor in Article II hereof).

NOW, THEREFORE, in consideration of the foregoing, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

ARTICLE I

1.1            Leased Property . Upon and subject to the terms and conditions hereinafter set forth, Landlord leases to Tenant and Tenant leases from Landlord all of Landlord’s right, title and interest in and to all of the following (collectively, the “ Leased Property ”):

(i)             those certain tracts, pieces and parcels of land, as more particularly described in Exhibit A attached hereto and made a part hereof (collectively, the “ Land ”), including, without limitation, the interests of Landlord under the Ground Lease;

(ii)            all buildings, structures and other improvements of every kind, including alleyways, sidewalks, utility pipes, conduits and lines, parking areas and roadways appurtenant to such buildings and structures presently or hereafter situated upon the Land (collectively, and together with the Fixtures, the “ Leased Improvements ”);

(iii)           all easements, rights and appurtenances relating to the Land and the Leased Improvements;

(iv)           all permanently affixed equipment, machinery, fixtures (as defined in the Uniform Commercial Code as in effect in the State of Nevada) (including all HVAC equipment, elevators, escalators and lighting, together with all equipment, parts and supplies used to service, repair, maintain and equip the foregoing), and other items of real and/or personal property, including all components thereof, now and hereafter located in, on or used in connection with, and permanently affixed to or incorporated into the Leased Improvements, including all furnaces, boilers, heaters, electrical equipment, heating, plumbing, lighting, ventilating, refrigerating, incineration, air- and water-pollution-control, waste-disposal, air-cooling and air-conditioning systems and apparatus, sprinkler systems and fire- and theft-protection equipment, all of which, to the greatest extent permitted by law, are hereby deemed

by the parties hereto to constitute real estate, together with all replacements, modifications, alterations and additions thereto (collectively the “ Fixtures ”); and

(v)            all other real and personal property (including interests as lessor under the Preapproved Space Leases) acquired by Landlord, as successor-by-merger to the Seller Subsidiary Entities (as defined in the Purchase Agreement) pursuant to the Purchase Agreement.

1.2            Release of Unimproved Parcels . Notwithstanding anything herein to the contrary, but subject to the applicable release requirements under the Landlord’s Loan Documents, Tenant shall have the right from time to time to terminate this Lease, with respect to, and to acquire from Landlord, at no cost to Tenant and with no adjustment in Rent, any Unimproved Parcels located at the Leased Property, and each of Landlord and Tenant shall grant to the other in connection therewith in respect of such Unimproved Parcels, on the one hand, and the Leased Property remaining subject to this Lease, on the other hand, reasonable easements, restrictions, covenants, reservations and rights of way for, among other things, traffic circulation, ingress, egress, parking, access, water and sewer lines, telephone and telegraph lines, electric lines or other utilities or for other similar purposes at no cost to Landlord and with no adjustment in Rent (and in no event shall either of Landlord or Tenant pay to the other monetary compensation for the granting of such easements, restrictions, covenants, reservations and rights of way); provided , in each such case, (x) such Unimproved Parcel shall be used for the purpose of erecting, maintaining and operating other structures and improvements not inconsistent with the use of the related Leased Property, and (y) such termination will not materially adversely affect either the value of the remaining portion of the related Leased Property (as distinguished from the value of the entire Leased Property) or the net operating income of the remaining portion of the Leased Property (taking into account, to the extent applicable, any potential loss of revenue resulting if the transfer and development of the Unimproved Parcel by Landlord were not to occur), as reasonably determined by Landlord. As used herein, “Unimproved Parcel” shall mean, with respect to a Leased Property, any undeveloped portion of such Leased Property as to which Landlord’s Lender has reasonably determined that such portion is not required for the Primary Intended Use of such Leased  Property and that the release of such portion will not adversely affect either the “as leased” appraised value or the net operating income of the remaining portion of Leased Property. For the avoidance of doubt, the erecting, maintaining and operating of residential apartment or condominium complexes on Unimproved Parcels shall not be deemed to be inconsistent with the use of the related Leased Property. In connection with any termination permitted pursuant to this Section, Landlord and Tenant agree to execute and deliver any instrument reasonably necessary or appropriate to facilitate said action (including instruments reasonably required under the Landlord’s Loan Documents), subject to Landlord’s receipt of:

1.              a plot plan identifying the location of the applicable Unimproved Parcel;

2.              a metes and bounds description of such Unimproved Parcel; and

3.              an amendment to the legal description attached as an exhibit to this Lease implementing the proposed release, including a metes and bounds description of the portion of the Land at the relevant Leased Property that will continue to be subject to this Lease after the proposed termination.

1.3            Term . The initial term of this Lease (the “ Initial Term ” and, together with any Renewal Term(s), the “ Term ”) shall commence on the Commencement Date and shall expire on the day

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immediately preceding the fifteenth (15 ^th ) anniversary of the Commencement Date, unless otherwise terminated as provided herein, subject to the terms of Sections 1.5 and 1.6.

1.4            No Merger of Landlord’s Interest . If Landlord or any Affiliate of Landlord shall purchase any fee or other interest in a Leased Property that is superior to the interest of Landlord, such as the ground lessor’s interest in a Ground Leased Property, then the estate of Landlord and such superior interest shall not merge and, without limiting the foregoing, Tenant shall continue to be liable hereunder to perform any other obligations of the lessee under such Ground Lease.

1.5            Limitation of Term as a Result of Ground Lease Terms; Other Releases . With respect to any Ground Leased Property, the Ground Lease for which has an expiration date (taking into account any renewal options thereunder as of the date hereof or hereafter exercised) prior to the expiration of the Term (taking into account any exercised renewal options hereunder), (i) this Lease shall expire with respect to such Ground Leased Property on the business day immediately preceding such Ground Lease expiration date (taking into account the terms of the following clause (ii)), and (ii) if a Ground Lease renewal option is not exercised as of the date hereof and Landlord has not (in its sole discretion) determined to exercise such renewal option, then Tenant may require Landlord to exercise such renewal option on the following terms and conditions: (1) no default on the part of Tenant hereunder or Event of Default shall have occurred and be continuing, and (2) Tenant shall notify Landlord, on a date reasonably prior to the date on which such renewal option must be exercised, that Tenant wishes Landlord to exercise such renewal option. Landlord shall provide Tenant with a copy of Landlord’s exercise of such renewal option.

1.6            Renewal Right . Provided that no Event of Default has occurred and is continuing at the time such Notice is given, and no Noticed Default or Event of Default is continuing at the time the corresponding Renewal Term is to take effect, Tenant shall have the right and option, in its sole discretion (each such right and option, a “ Renewal Option ”) to extend and renew this Lease upon all the same terms and conditions (except as this Lease otherwise expressly states), as follows (each such extended term, a “ Renewal Term ”): (i) the Initial Term may be extended for an additional term of five (5) years (the “ First Extended Term ”); and (ii) the First Extended Term may be extended for an additional term of five (5) years. Tenant shall exercise each Renewal Option, if at all, by giving written Notice to Landlord of such exercise not less than three (3) months, nor more than twelve (12) months, before the expiration of the then current Term. After the last Renewal Term, Tenant shall have no further right to renew or extend the Term. If Tenant fails to validly and timely exercise any Renewal Option, then all subsequent Renewal Options shall terminate.

1.7            The Ground Lease .

(a)            This Lease, to the extent affecting and solely with respect to the Ground Leased Property, is and shall be subject and subordinate to all of the terms and conditions of the Ground Lease. Tenant hereby acknowledges that Tenant has reviewed and agreed to all of the terms and conditions of the Ground Lease. Tenant hereby agrees that Tenant shall not to do, or fail to do, anything that would cause any violation of the Ground Lease. Without limiting the foregoing, (i) to the extent Landlord is required to obtain the written consent of the lessor under the Ground Lease (the “ Ground Lessor ”) to alterations of or the subleasing of all or any portion of the Ground Leased Property pursuant to the Ground Lease, Tenant shall likewise obtain Ground Lessor’s written consent to alterations of or the subleasing of all or any portion of the Ground Leased Property, and (ii).Tenant shall carry and maintain general liability, automobile liability, property and casualty, worker’s

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compensation and employer’s liability insurance in amounts and with policy provisions, coverages and certificates as required of Landlord as tenant under the Ground Lease.

(b)            In the event of cancellation or termination of the Ground Lease for any reason whatsoever whether voluntary or involuntary (by operation of law or otherwise) prior to the expiration date of this Lease, including extensions and renewals granted thereunder, then, at Ground Lessor’s option, Tenant shall make full and complete attornment to Ground Lessor with respect to the obligations of Landlord to Ground Lessor in connection with the Ground Leased Property for the balance of the term of the Lease (notwithstanding that this Lease shall have expired with respect to the Ground Leased Property as a result of the cancellation or termination of the Ground Lease). Tenant’s attornment shall be evidenced by a written agreement which shall provide that the Tenant is in direct privity of contract with Ground Lessor (i.e. that all obligations previously owed to Landlord under this Lease with respect to the Ground Lease or the Ground Leased Property shall be obligations owed to Ground Lessor for the balance of the term of this Lease, notwithstanding that this Lease shall have expired with respect to the Ground Leased Property as a result of the cancellation or termination of the Ground Lease) and which shall otherwise be in form and substance reasonably satisfactory to Ground Lessor. Tenant shall execute and deliver such written attornment within thirty (30) days after request by Ground Lessor. Unless and until such time as an attornment agreement is executed by Tenant pursuant to this subsection, nothing contained in this Lease shall  create, or be construed as creating, any privity of contract or privity of estate between Ground Lessor and Tenant.

(c)            In the event Tenant receives a written notice from Ground Lessor stating that an event of default has occurred or exists under the Ground Lease, the Tenant shall thereafter, during the continuance of such event of default, pay and perform all of Landlord’s obligations pursuant to the Ground Lease directly to or for Ground Lessor including, without limitation, the payment of all rentals accruing under this Lease to the extent related to the Ground Leased Property and the Landlord’s obligations under the Ground Lease directly to Ground Lessor (or Ground Lessor’s lender if Ground Lessor shall so direct); provided that nothing in this provision shall entitle Tenant to reduce the amount of Base Rent payable to Landlord under this Lease (subject to a reservation of any right or claim against the Landlord). Similarly, in the event Tenant receives a written notice from any lessor under any master lease of any portion of the Ground Leased Property to Ground Lessor stating that an event of default has occurred or exists under such master lease, the Tenant shall thereafter, during the continuance of such event of default, so long as the terms of this Lease are recognized and honored, attorn to such master lessor and pay and perform all of Ground Lessor’s obligations pursuant to such master lease directly to or for such lessor under such master lease including, without limitation, the payment of rentals accruing under this Lease to the extent related to that portion of the Ground Leased Property subject to such master lease and the Ground Lessor’s obligations under such master lease directly to such lessor; provided that nothing in this provision shall entitle Tenant to reduce the amount of Base Rent payable to Landlord under this Lease (subject to a reservation of any right or claim against the Landlord).

(d)            Nothing contained in this Lease amends, or shall be construed to amend, any provision of the Ground Lease.

(e)            Tenant shall indemnify, defend and hold harmless the Ground Lessor, any master lessor to Ground Lessor and any other party entitled to be indemnified pursuant to the terms of the Ground Lease from and against any and all claims arising from Tenant’s use of the Ground Leased Property, and from and against the conduct of Tenant’s business thereon or from any other activity, work or thing done, permitted or suffered by Tenant in, about or in respect of the Ground Leased Property, and

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from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant’s part to be performed under the terms of this Lease relating to the Ground Leased Property, or arising from any act or omission of Tenant or Tenant’s agents, contractors, invitees, subtenants, customers or employees with respect to the Ground Leased Property, and from and against all costs, attorneys’ fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding be brought against the Ground Lessor or any master lessor to Ground Lessor or any such party by reason of any such claim, Tenant, upon notice from Ground Lessor, any master lessor to Ground Lessor or any such party, shall defend the same at Tenant’s expense by counsel satisfactory to the party or parties indemnified pursuant to this paragraph or the Ground Lease.

(f)             Tenant hereby waives any and all rights of recovery (including subrogation rights of its insurers) from Ground Lessor, its agents, principals, employees and representatives for any loss or damage, including consequential loss or damage, covered by any insurance policy maintained by Tenant, whether or not such policy is required under the terms of the Ground Lease.

ARTICLE II

2.1            Definitions . For all purposes of this Lease, except as otherwise expressly provided or unless the context otherwise requires, (i) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular, (ii) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles as at the time applicable, (iii) all references in this Lease to designated “Articles,” “Sections” and other subdivisions are to the designated Articles, Sections and other subdivisions of this Lease, (iv) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Lease as a whole and not to any particular Article, Section or other subdivision, (v) the term “including” and words of similar import shall be deemed to be followed by the phrase “without limitation,” (vi) the term “attorneys’ fees” and “attorneys’ fees and expenses” and words of similar import shall be deemed preceded with the word “reasonable,” and (vii) the phrase “Leased Property” shall be deemed to be followed by the phrase “or any portion thereof”.

Additional Charges :  As defined in Article III.

Affiliate :  A Person or Persons directly or indirectly, through one or more intermediaries, controlling, controlled by or under common control with the Person or Persons in question. The term “control”, as used in the immediately preceding sentence, shall mean, with respect to a Person that is a corporation, the right to exercise, directly or indirectly, more than 50% of the voting rights attributable to the shares of the controlled corporation and, with respect to a Person that is not a corporation, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the controlled Person.

Alteration :  As defined in Section 8.1.

Alteration Cost Threshold :  As defined in Section 8.1.

Award : Any compensation paid by any Governmental Authority in connection with a Condemnation in respect of all or any part of any Facility.

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Base Rent :   As defined in Article III.

Business Day :  Any day other than (a) a Saturday, Sunday and (b) any other day on which national banks in New York, New York or Las Vegas, Nevada are not open for business.

Cash :  Coin or currency of the United States of America or immediately available federal funds, including such funds delivered by wire transfer.

Cash Management Procedures :  As defined in Article XI.

Casualty :  As defined in Section 10.2.

Commencement Date :  The date of this Lease.

Commencement Date LCR :  The Lease Coverage Ratio as of the Commencement Date.

Condemnation :  As defined in Section 10.3.

Default :  The occurrence of any event hereunder which, but for the giving of notice or passage of time, or both, would be an Event of Default hereunder.

Eligible Collateral :  U.S. Government Securities, Debt Securities, Cash and Cash Equivalents and a Letter of Credit, or any combination of the foregoing.

Environmental Laws :  Any and all of the following as applicable to Tenant and/or the Facility:  any and all federal, state or local statutes, regulations or ordinances or any judicial or administrative decrees or decisions, whether now existing or hereinafter enacted, promulgated or issued, with respect to the protection of human health from any environmental hazards (as relating to exposure to such environmental hazards), or the environment, or any Hazardous Substances, wetlands, landfills, open dumps, storage tanks, underground storage tanks, solid waste, waste water, storm water run-off, waste emissions or wells. Without limiting the generality of the foregoing, the term shall encompass each of the following statutes, and regulations promulgated thereunder, and amendments and successors to such statutes and regulations, as may be enacted and promulgated from time to time:  (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (codified in scattered sections of 26 U.S.C.; 33 U.S.C.; 42 U.S.C. and 42 U.S.C. §9601 et seq .); (ii) the Resource Conservation and Recovery Act of 1976 (42 U.S.C. §6901 et seq .); (iii) the Hazardous Materials Transportation Act (49 U.S.C. §1801 et seq .); (iv) the Toxic Substances Control Act (15 U.S.C. §2061 et seq .); (v) the Clean Water Act (33 U.S.C. §1251 et seq .); (vi) the Clean Air Act (42 U.S.C. §7401 et seq .); (vii) the Safe Drinking Water Act (21 U.S.C. §349; 42 U.S.C. §201 and §300f et seq .); (viii) the National Environmental Policy Act of 1969 (42 U.S.C. §4321); (ix) the Superfund Amendment and Reauthorization Act of 1986 (codified in scattered sections of 10 U.S.C., 29 U.S.C., 33 U.S.C. and 42 U.S.C.); and (x) Title III of the Superfund Amendment and Reauthorization Act (40 U.S.C. §1101 et seq .).

Equity Interest :  All or any part of any direct or indirect equity or ownership interest(s) (whether stock, partnership interest, beneficial interest in a trust, limited liability company or member’s interest, or other interest of an ownership or equity nature) in any entity at any tier of ownership that directly or indirectly owns or holds any ownership or equity interest in a Person.

Event of Default :  As defined in Article XII.

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Facility :  As defined in Section 6.1(a)(iii).

Facility Subtenant. The Subtenant under any Preapproved Facility Sublease.

Fair Market Rental :  With respect to a Facility, the rental that a willing tenant not compelled to rent would pay a willing landlord not compelled to let for such Facility, excluding all capital improvements (as distinguished from necessary repairs and replacements) paid for by Tenant, determined in accordance with the appraisal procedures set forth in Article XXIII or in such other manner as shall be mutually acceptable to Landlord and Tenant.

FF&E :  Tenant’s or Facility Subtenant’s right, title, and interest in any of the following Tenant Personalty (but only to the extent, for avoidance of doubt, such property shall not be included in Fixtures comprising the Leased Property):  all furniture, fixtures, goods, inventory, equipment, furnishings, objects of art, machinery, appliances, appurtenances and signage (as such terms are defined in the Uniform Commercial Code, as applicable) together with tools and supplies (including spare parts inventories) related to the foregoing, now or in the future contained in, used in connection with, attached to, or otherwise placed on any part of, the Leased Property. “FF&E” shall include, without limitation: beds, bureaus, chiffonniers, chests, chairs, desks, lamps, mirrors, bookcases, tables, rugs, carpeting, drapes, draperies, curtains, shades, blinds, screens, paintings, hangings, pictures, divans, couches, luggage carts, luggage racks, stools, sofas, chinaware, linens, pillows, blankets, glassware, silverware, food carts, cookware, dry cleaning facilities, dining room wagons, keys or other entry systems, bars, bar fixtures, liquor and other drink dispensers, icemakers, radios, television sets, intercom and paging equipment, electric and electronic equipment, dictating equipment, private telephone systems, medical equipment, potted plants, fittings, plants, apparatus, stoves, ranges, refrigerators, laundry machines, machinery, switchboards, conduits, compressors, vacuum cleaning systems, floor cleaning, waxing and polishing equipment, call systems, electrical signs, bulbs, bells, ash and fuel, conveyors, cabinets, lockers, shelving, spotlighting equipment, dishwashers, garbage disposals, washers and dryers, all gaming and financial equipment, computer equipment, calculators, adding machines, gaming tables, video game and slot machines, any other electronic equipment of every nature, and other hotel or casino furniture, furnishings and equipment. Notwithstanding anything to the contrary, “ FF&E ” shall not include any goods purchased and held for sale or resale and any paper goods and business supplies.

FF&E Reserve :  As defined in Article XI.

Fiscal Quarter :  each quarter within a Fiscal Year.

Fiscal Year :  The fiscal year of Tenant as the same may be modified from time to time.

Fixtures :  As defined in Article I.

Gaming Authority :  Those federal, state and local governmental, regulatory and administrative authorities, agencies, boards and officials responsible for or involved in the regulation of gaming or gaming activities in any jurisdiction, including within the State of Nevada, specifically, the Nevada Gaming Commission, the Nevada State Gaming Control Board, and applicable local authorities.

Gaming Laws :  Those laws pursuant to which any Gaming Authority possesses regulatory, licensing or permit authority over gaming within any jurisdiction and, within the State of Nevada, specifically, the Nevada Gaming Control Act, as codified in the Chapter 463 of the Nevada Revised

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Statutes, and the regulations of the Nevada Gaming Commission and Nevada State Gaming Control Board promulgated thereunder, as amended from time to time.

Governmental Authority :  Any court, board, agency, commission, office or authority of any nature whatsoever of or for any governmental unit (federal, state, county, district, municipal, city or otherwise), whether now or hereafter in existence.

Ground Leased Property :  The Leased Property subject to the Ground Lease.

Ground Lease : The ground lease identified on Schedule 1 .

Ground Lessor :  As defined in Section 1.7.

Hazardous Substances :  Each and every element, compound, chemical mixture, contaminant, pollutant, material, waste or other substance which is defined, determined or identified as hazardous or toxic under any Environmental Law. Without limiting the generality of the foregoing, the term shall mean and include:

(i)             “ hazardous substances ” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Superfund Amendment and Reauthorization Act of 1986, or Title III of the Superfund Amendment and Reauthorization Act, each as amended, and regulations promulgated thereunder; excluding, however, common maintenance and cleaning products regularly found at properties with a standard of operation and maintenance comparable to the Property;

(ii)            “ hazardous waste ” and “ regulated substances ” as defined in the Resource Conservation and Recovery Act of 1976, as amended, and regulations promulgated thereunder;

(iii)           “ hazardous materials ” as defined in the Hazardous Materials Transportation Act, as amended, and regulations promulgated thereunder; and

(iv)           “ chemical substance or mixture ” as defined in the Toxic Substances Control Act, as amended, and regulations promulgated thereunder.

Improvements : The improvements situated on the Leased Property.

Indemnitee :  As defined in Section 15.9.

Insurance Premiums :  As defined in Section 10.1(b).

Insurance Requirements :  All terms of any insurance policy required hereunder covering or applicable to the Leased Property, all requirements of the issuer of any such policy, and all orders, rules, regulations and other requirements of the National Board of Fire Underwriters (or any other body exercising similar functions) applicable to or affecting the Leased Property or any use of the Leased Property.

Land :  As defined in Article I with respect to the Leased Property.

Landlord :  FCP PropCo, LLC, a Delaware limited liability company, and its successors and assigns.

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Landlord Liens :  Liens on or against the Leased Property or this Lease or any payment of Rent (i) in favor of any taxing authority by reason of any tax excluded from the definition of “Taxes” hereunder owed by Landlord or (ii) securing Landlord’s Debt.

Landlord’s Debt :  Collectively, (a) that certain mortgage loan in the original principal amount of $2,050,000,000 made by Landlord’s Lender to Landlord, (b) that certain first mezzanine loan in the original principal amount of $150,000,000 made by Landlord’s Lender to FCP MezzCo Borrower I, LLC, a Delaware limited liability company, (c) that certain second mezzanine loan in the original principal amount of $150,000,000 made by Landlord’s Lender to FCP MezzCo Borrower II, LLC, a Delaware limited liability company, (d) that certain third mezzanine loan in the original principal amount of $125,000,000 made by Landlord’s Lender to FCP MezzCo Borrower III, LLC, a Delaware limited liability company, (e) as to each of the foregoing loans, all accrued and unpaid interest thereon, all other obligations or liabilities due or to become due the applicable Landlord’s Lender pursuant to or in accordance with Landlord’s Loan Documents, and all other amounts, sums and expenses paid by or payable to Landlord’s Lender under or pursuant to Landlord’s Loan Documents, and (f) as to each of the foregoing loans, all Modifications, increases, reinstatements and refinancings thereof as may occur from time to time,.

Landlord’s Lender :  German American Capital Corporation and JPMorgan Chase Bank, N.A., together with their respective successors and assigns, any other “Lender” as such term is defined in Landlord’s Loan Documents and any other lender in respect of Landlord’s Debt.

Landlord’s Loan Documents :  The instruments and agreements evidencing, establishing and securing Landlord’s Debt, including (to the extent applicable) without limitation, any promissory notes, loan agreements, mortgages, deeds of trust or deeds to secure debt, assignments of leases and rents and pledge agreements, provided that with respect to any Landlord’s Loan Documents other than those executed and delivered contemporaneously herewith, in any instance in this Lease in which Tenant (and any Person claiming by, through or under Tenant) is obligated to comply with or perform in accordance with or subject to Landlord’s Loan Documents, Tenant (and such Person) shall not be so obligated to the extent that any amended or new Landlord’s Loan Documents impose any additional material obligation, duty or liability on Tenant (or such Person) or diminish in any material respect any right of Tenant (or such Person) provided for hereunder.

Lease Coverage Ratio :   As of any date, the ratio of Tenant’s TTM EBITDAR to the aggregate amount of Scheduled Base Rent Payments payable under this Lease for the twelve preceding months. For the first twelve months of the Term, the Lease Coverage Ratio shall be calculated based on the Scheduled Base Rent Payments payable hereunder from the Commencement Date through the full calendar month preceding the calculation date, with such sum annualized to determine the aggregate Scheduled Base Rent Payments for a full twelve month period. From and after the termination of this Lease with respect to any Leased Property pursuant to Section 1.5 or otherwise, the calculation of the Lease Coverage Ratio shall exclude such Leased Property for the relevant calculation period.

Lease Shortfall Reserve Period :  shall mean any period (a) commencing on the Rent Payment Date following the conclusion of any two (2) consecutive Fiscal Quarters for which the Lease Coverage Ratio is less than ninety percent (90%) of Commencement Date LCR and (b) ending on the day immediately preceding the Rent Payment Date following the conclusion of any two (2) consecutive Fiscal Quarters for which the Lease Coverage Ratio exceeds ninety percent (90%) of Commencement Date LCR, provided that no Noticed Default or Event of Default (as such terms are defined in Landlord’s Loan Documents) is then continuing, and, for avoidance of doubt, subject to

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resumption of the Lease Shortfall Reserve Period upon any subsequent occurrence of the conditions set forth in clause (a) above.

Lease Year :  the period beginning on the Commencement Date, or any anniversary thereof, and ending on the day immediately preceding the next succeeding anniversary of the Commencement Date.

Leased Improvements; Leased Property :  Each as defined in Article I.

Legal Requirements :  All federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities affecting Landlord, Tenant or the Leased Property, or the construction, use, alteration or operation 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 Tenant, at any time in force affecting the Leased Property (other than any subleases, this Lease, and service contracts and other similar agreements now in effect or hereafter entered into in the ordinary course of Tenant’s business), including any which may (i) require repairs, modifications or alterations in or to the Leased Property, or (ii) in any way limit the use and enjoyment thereof.

Letter of Credit :  A clean, irrevocable, unconditional, transferable letter of credit, payable on sight draft only, which shall not be secured by any Leased Property or any reimbursement agreement with Landlord, for the benefit of Landlord’s Lender and entitling such beneficiary to draw thereon in New York, New York or in such other city as the corporate trust office of Landlord’s Lender may be located at the time of the issuance of such letter of credit, issued by a domestic bank or the U.S. agency or branch of a foreign bank by a bank with a long-term unsecured debt rating of not less than ‘A’ and a short-term unsecured debt rating of not less than ‘A-1’. Such letter of credit shall provide that (i) it will automatically renew unless the issuer of such letter of credit delivers written notice to the beneficiary (and to Landlord, if Landlord is not the beneficiary) at least thirty (30) days prior to its expiration that such letter of credit will not be renewed and (ii) if not so renewed, the beneficiary shall be entitled to draw upon the full amount thereof. Without in any way limiting the generality of the foregoing, if any Letter of Credit is not renewed or replaced with another Letter of Credit prior to the date that is thirty (30) days prior to its expiration, the beneficiary shall be entitled to draw upon the full amount thereof.

Lien :  Any mortgage, deed of trust, lien, pledge, hypothecation, collateral assignment, security interest, or any other encumbrance, charge or collateral transfer of, on or affecting the Leased Property or Tenant, or any interest therein, including 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, notice or other instrument and mechanics’, materialmen’s and other similar liens and encumbrances.

Litigation Costs :  All costs reasonably incurred by Landlord in connection with the enforcement of any provision of this Lease, including reasonable attorneys’ fees and expenses, court costs and reasonable consultants’ fees and expenses.

Material Alteration :  Any Alteration which, when aggregated with all related Alterations, involves costs estimated by Tenant (which costs shall be reasonably acceptable to Landlord and Landlord’s Lender) to be incurred in implementing the Alterations exceeding $50 million.

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Modification :  Any amendments, supplements, modifications, renewals, replacements, consolidations, substitutions and extensions of any document or instrument from time to time; “modify”, “modified,” or related words shall have meanings correlative thereto.

Notice :  As defined in Article XXII (regardless whether the same is capitalized herein).

Noticed Default : Any Default as to which Tenant has received Notice.

Officer’s Certificate :  A certificate made by an individual authorized to act on behalf of Tenant.

Operating Agreements :  Reciprocal easement and/or operating agreements; covenants, conditions and restrictions; and similar agreements affecting any Leased Property and binding upon and/or benefiting Landlord or Tenant and other third parties.

Operating Budget :  With respect to each Facility, an annual budget for the succeeding Fiscal Year with respect to the operations of such Facility.

Other Charges :  All maintenance charges, impositions other than Taxes, and any other charges, including vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Leased Property, now or hereafter levied or assessed or imposed against the Leased Property or any part thereof (subject to the same exclusion set forth in the proviso in the definition of “Taxes”).

Overdue Rate :  On any date, a rate equal to the default rate of interest under Landlord’s Loan Documents, but in no event greater than the maximum rate then permitted under applicable law.

Permitted Encumbrances : Collectively, (a) all Liens disclosed in the Title Policies, (b) Liens, if any, for Taxes or Other Charges not yet payable or delinquent or which are being diligently contested in good faith in accordance with this Lease, (c) Liens arising after the Commencement Date in respect of property or assets imposed by law which were incurred in the ordinary course of business, such as carriers’, warehousemen’s, landlord’s, mechanics’, materialmen’s, repairmen’s and other similar Liens arising in the ordinary course of business, and Liens for workers’ compensation, unemployment insurance and similar programs, in each case arising in the ordinary course of business which are being diligently contested in good faith in accordance with the terms hereof, (d) Subleases permitted pursuant to this Lease, (e) easements, rights-of-way, restrictions, minor defects or irregularities in title and other similar charges or encumbrances (including any of such matters incurred or entered into by Tenant or a Facility Subtenant in the ordinary course of business) which in each case do not diminish in any material respect the value of the affected Leased Property or affect in any material respect the validity, enforceability or priority of this Lease or the Liens created by Landlord’s Loan Documents, and (f) such other title and survey exceptions as Landlord has approved or may approve in writing. In addition, “ Permitted Encumbrances ” shall include any Landlord Liens.

Person :  Any individual, sole proprietorship, corporation, general partnership, limited partnership, limited liability company or partnership, joint venture, association, joint stock company, bank, trust, estate, unincorporated organization, any federal, state, county or municipal government (or any agency or political subdivision thereof), endowment fund or any other form of entity.

Policies :  As defined in Section 10.1.

Preapproved Facility Subleases :  As defined in Section 8.2.2(a).

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Preapproved Space Leases :  As defined in Section 8.2.2(a).

Primary Intended Use :  As defined in Section 6.1.

Property Documents :   Collectively, the Permitted Encumbrances, Ground Lease and Operating Agreements.

Proprietary Information :  As defined in Section 24.1.

Purchase Agreement :  That certain Amended and Restated Purchase and Sale Agreement made as of October 31, 2007, by and among Boulder Station, Inc., a Nevada corporation, Charleston Station, LLC, a Nevada limited liability company, Palace Station Hotel & Casino, Inc., a Nevada corporation, and Sunset Station, Inc., a Nevada corporation, collectively as sellers, FCP NewCo, LLC, a Delaware limited liability company, as purchaser, and the other parties thereto, as assigned by FCP NewCo, LLC to Landlord pursuant to that certain Assignment and Assumption Agreement dated as of November 5, 2007.

Qualified Architect :  Any architect, engineer or construction consultant (which can be an employee of Tenant or an Affiliate thereof) licensed or registered in the jurisdiction where the applicable Leased Property is located, if required by the laws of such jurisdiction, having at least five (5) years of architectural or construction management experience, and approved by Landlord’s Lender, which approval shall not be unreasonably withheld, delayed or conditioned.

Rating Agencies :  Any one or more of the following designated by Landlord: Standard & Poor’s Ratings Group, a division of McGraw-Hill, Inc., Moody’s Investors Service, Inc., and Fitch Ratings, Inc. or any other nationally-recognized statistical rating agency selected by Landlord.

Rent :  Collectively, (i) the Base Rent and (ii) Additional Charges.

Rental Period . As defined in Article III.

Rent Payment Date . As defined in Article III.

Requesting Parties :  As defined in Section 24.1.

Required Insurance Coverage :  As defined in Section 3.1(b).

Restoration :  As defined in Section 10.2.

Scheduled Additional Charges :  As defined in Section 3.1(b).

Scheduled Base Rent Payments : means the payments of Base Rent payable under Section 3.1 hereof on each Rental Payment Date during a particular period.

Scheduled Lease Payments :  As defined in Section 3.1(b).

State :  The State of Nevada.

Sublease . Any lease, sublease, license agreement or occupancy agreement entered into by Tenant affecting all or any portion of the Leased Property.

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Subleasing Standards :  As defined in Section 8.2.2(a).

Subtenant :  A subtenant, licensee, occupant or other party to any Sublease.

Superior Interests :  As defined in Article XV.

Superior Party :  As defined in Article XV.

Taxes :  All real estate and personal property taxes, assessments, fees, taxes on rents or rentals, water rates or sewer rents and other governmental charges now or hereafter levied or assessed or imposed against Landlord, Tenant or the Leased Property or rents therefrom or which may become Liens on Tenant’s Personalty, provided that Taxes shall not include any income, franchise, estate, inheritance or gift taxes, or any other tax imposed on or measured by the net income of Landlord, except to the extent that the same is in direct substitution for a tax that would otherwise be included within the definition of “Taxes” hereunder.

Tenant Security Period :   Any period (a) commencing on the Rent Payment Date following the conclusion of any two (2) consecutive Fiscal Quarters for which the Lease Coverage Ratio is less than 80% of Commencement Date LCR and (b) ending on the day immediately preceding the Rent Payment Date following the conclusion of any two (2) consecutive Fiscal Quarters for which the Lease Coverage Ratio exceeds 80% of Commencement Date LCR, provided that no Noticed Default or Event of Default (as such terms are defined in Landlord’s Loan Documents) is then continuing, and, for avoidance of doubt, subject to resumption of the Tenant Security Period upon any subsequent occurrence of the conditions set forth in clause (a) above.

Tenant’s Personalty : Tenant’s right, title and interest in and to the following, now owned or hereafter acquired:

A. Equipment . All “equipment,” as such term is defined in Article 9 of the Uniform Commercial Code (as hereinafter defined) which is used at or in connection with the Improvements or the Land or is located thereon or therein (including all machinery, equipment, furnishings, and electronic data-processing and other office equipment 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 ”). Notwithstanding the foregoing, Equipment shall not include any Fixtures (including, but not limited to, all HVAC equipment, elevators, escalators and lighting, together with all equipment, parts and supplies used to service, repair, maintain and equip the foregoing) or property belonging to tenants or other occupants under leases or other agreements except to the extent that Tenant shall have any right or interest therein; and

B. Personal Property . All inventory, furniture, furnishings, objects of art, machinery, goods, tools, supplies, appliances, general intangibles, contract rights, accounts, accounts receivable, franchises and licenses, certificates and permits obtained by Tenant for its own business, in each case, of any kind or character whatsoever (as defined in and subject to the provisions of the Uniform Commercial Code as hereinafter defined) which are located within or about the Land and the Improvements, together with all accessories, replacements and substitutions thereto or therefor and the proceeds thereof (collectively, the “ Personal Property ”). Notwithstanding the foregoing, Personal Property shall not include any Fixtures (including, but not limited to, all HVAC equipment, elevators, escalators and lighting, together with all equipment, parts and supplies used to service, repair, maintain

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and equip the foregoing) or property belonging to tenants or other occupants under leases or other agreements except to the extent that Tenant shall have any right or interest therein.

Term :  As defined in Article I.

Title Policies :  The ALTA (or equivalent) title insurance policies acquired by Landlord or Landlord’s predecessor-in-interest most recently prior to the date hereof (i) naming Landlord or Landlord’s predecessor-in-interest as the insured and (ii) insuring Landlord’s or Landlord’s predecessor-in-interest’s fee or leasehold interest in the Leased Property subject to the exceptions and exclusions set forth therein.

Transfer :  With respect to the Leased Property or any portion thereof or any interest or estate therein, any of the following, whether by operation of law or otherwise, whether voluntary or involuntary, and whether direct or indirect: (a) any assignment, conveyance, grant, hypothecation, mortgage, pledge, sale, or other transfer, whether direct or indirect, of all or any part of such property, or of any legal, beneficial, or equitable interest or estate in such property or any part of it (including the grant of any easement, lien, or other encumbrance); (b) any conversion, exchange, issuance, modification, reallocation, sale, or other transfer of any direct or indirect Equity Interest(s) in the owner of such property by the holder of such Equity Interest(s); (c) any transaction described in “b” affecting any Equity Interest(s) or any other interest in such property or in any such owner (or in any other direct or indirect owner at any higher tier of ownership) through any manner or means whatsoever; or (d) any transaction that is in substance equivalent to any of the foregoing. A transaction affecting Equity Interests, as referred to in clauses “b” through “d,” shall be deemed a Transfer by Tenant even though Tenant is not technically the transferor.

TTM EBITDAR :  As of any date, on a trailing twelve months basis, earnings from hotel and casino operations at the Leased Property before interest expense/income, taxes, depreciation and amortization, any rental expense on real property (other than ground rent), distribution expense, direct and allocated corporate overhead expense, regional office allocation, royalty charges from affiliates and restructuring expense plus any non-cash charges/less any non-cash income, including but not limited to losses on sales of assets and non-cash compensation expense.

Unavoidable Delays :  Delays due to strikes, lockouts, inability to procure materials, power failure, acts of God, governmental restrictions, enemy or terrorist action, civil commotion, fire, unavoidable casualty or other causes beyond the control of the party responsible for performing an obligation hereunder, provided that lack of funds shall not be deemed a cause beyond the control of either party hereto unless such lack of funds is caused by the failure of the other party hereto to perform any obligations of such party under this Lease.

Uniform Commercial Code :  The Uniform Commercial Code as in effect in the State of Nevada.

Unimproved Parcel :  As defined in Article I.

Variable Additional Charges :  As defined in Section 3.1(c).

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ARTICLE III

3.1            Rent . Tenant will pay to Landlord, in lawful money of the United States of America which shall be legal tender for the payment of public and private debts, at Landlord’s address set forth above or at such other place or to such other Person as Landlord may designate in writing from time to time annual base rent as follows (“ Base Rent ”):

At the commencement of each Renewal Term, if any, Base Rent shall be reset to be equal to the greater of (a) the annual Fair Market Rental for the Leased Property and (b) one hundred ten percent (110%) of the annual aggregate interest payments payable on the then-existing Landlord’s Debt.

In addition, Tenant will pay to Landlord or the Person otherwise entitled thereto all Additional Charges during the Term on or before the same are delinquent. Base Rent for each Fiscal Year shall be payable in advance in twelve (12) equal installments, on the day (the “ Rent Payment Date ”) that is the third (3 ^rd ) Business Day preceding the fifteenth (15 ^th ) day of each calendar month of the Term. Base Rent shall be paid for the period of the fifteenth (15 ^th ) day of each month (or, if applicable, the Commencement Date) through the fourteenth (14 ^th ) day of the next month (or, if applicable, the expiration of the Term) (each, a “ Rental Period ”), provided that the first and last payments of Base Rent shall be prorated as to any partial Rental Period, based on the number of days within the Term during such Rental Period and the number of days in such Rental Period. Tenant hereby agrees to make any reasonable changes with respect to the definitions of “Rent Payment Date” or “Rental Period,” including, without limitation, changing the Rent Payment Date and Rental Period, as may be reasonably requested in connection with any Landlord’s Debt. The first installment payment of Base Rent has been made as of the date hereof. The second installment shall be payable on November 12, 2007, for the Rental Period beginning November 15, 2007 and ending December 14, 2007.

(a)            Survival . The obligations of Tenant and Landlord contained in this Section 3.1 shall survive the expiration or earlier termination of this Lease, as provided in Article XII of this Lease.

(b)            Scheduled Additional Charges . In addition to the Base Rent payable with respect to the Leased Property, Tenant shall pay, or cause to be paid, to Landlord, on a monthly installment basis on

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each Rent Payment Date, the following (collectively, “ Scheduled Additional Charges ” and, together with Base Rent, “ Scheduled Lease Payments ”):

(1)            Taxes and Other Charges . Tenant shall pay, or cause to be paid, all Taxes and Other Charges as set forth in Section 6.1(b) herein, in advance in equal monthly installments.

(2)            Insurance Premiums . Tenant shall pay, or cause to be paid, on each Rent Payment Date one twelfth (1/12) of the annual amount of all premiums for the insurance coverage required to be maintained pursuant to Article X hereof (the “ Required Insurance Coverage ”); provided that the foregoing obligation shall be suspended and not be applicable during any period that (a) a Noticed Default or Event of Default shall not have occurred and be continuing and (b) the Required Insurance Coverage is maintained by Tenant and/or its Facility Subtenants and Affiliates in whole or in part through blanket policies in a form approved by Landlord and Landlord’s Lender and evidence is provided to Landlord and Landlord’s Lender that the premiums payable with respect to such policies have been paid at least 60 days in advance of the expiration dates of such policies.

(3)            Periodic Property Document Payments .            Tenant shall pay, or cause to be paid, those sums required to be paid on a specified, scheduled basis under the Property Documents (other than the Ground Lease and Landlord’s Loan Documents, to the extent such constitute Property Documents), provided that with respect to each such scheduled payment, the amount thereof exceeds $250,000. For such amounts as are payable on a monthly basis, Tenant shall pay on each Rent Payment Date the amount next coming due. For such amounts as are payable on some other basis, Tenant shall pay on each Rent Payment Date, the portion of the amount next coming due.

(c)            Variable Additional Charges . In addition to the Scheduled Lease Payments payable with respect to the Leased Property, Tenant shall pay and discharge, or cause to be paid and discharged, as and when due and payable the following (collectively, “ Variable Additional Charges ” and, together with Scheduled Additional Charges, “ Additional Charges ”):

(1)            Property Documents; Utility Charges . Tenant shall pay or cause to be paid (a) all amounts due under the Property Documents other than the Ground Lease, the Landlord’s Loan Documents (to the extent such constitute Property Documents) or sums paid pursuant to Section 3.1(b)(3) above; and (b) all charges for electricity, power, gas, oil, water, sanitary and storm sewer, refuse collection, security, common area or association charges, dues or assessments and other utilities used or consumed in connection with the Leased Property during the Term.

(2)            Other Charges . Tenant shall pay or cause to be paid, as Additional Charges, all other amounts, liabilities and obligations that Tenant assumes or agrees to pay or cause to be paid under this Lease, including all of its indemnification obligations set forth herein

(3)            Late Payment of Base Rent . If any Scheduled Lease Payment shall not be paid on its due date, Tenant will pay to Landlord on demand, as Variable Additional Charges, a late charge (to the extent permitted by law) computed at the Overdue Rate (or at the maximum rate permitted by law, whichever is the lesser) on the amount of such Scheduled Lease Payment, from the due date of such Scheduled Lease Payment to the date of payment thereof.

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(4)            Late Payment of Variable Additional Charges . If any payment of Variable Additional Charges (but only as to those Variable Additional Charges which are payable directly to Landlord, if any) shall not be paid within five (5) Business Days after such payments are due and payable, Tenant will pay to Landlord on demand, as Variable Additional Charges, a late charge (to the extent permitted by law) computed at the Overdue Rate (or at the maximum rate permitted by law, whichever is the lesser) on the amount of such payment, from the due date of such payment to the date of payment thereof.

(d)            To the extent that Tenant timely pays, or causes to be paid, any Additional Charges to Landlord pursuant to any requirement of this Lease, Tenant shall be relieved of its obligation hereunder to pay such Additional Charges to the Person to which they would otherwise be due. Landlord and Tenant acknowledge and agree that Landlord’s Loan Documents require the deposit of all Scheduled Lease Payments into an account (the “ Designated Account ”) designated by, and under the sole dominion and control of, Landlord’s Lender, which initial Designated Account is more particularly identified on Schedule 3.1(d) . Tenant shall deposit, or cause to be deposited, each Scheduled Lease Payment into the Designated Account on the Rental Payment Date on which such Scheduled Lease Payment is due hereunder. Landlord shall apply the amounts so deposited to the payment of Scheduled Lease Payments, and, upon an Event of Default under the Lease, to such other amounts due and owing to Landlord from Tenant as Landlord shall elect. In the event of any failure by Tenant to pay, or cause to be paid, any Additional Charges when due, Tenant shall promptly pay and discharge, or cause to be paid and discharged, as Additional Charges, every fine, penalty, interest and cost that may be added for non-payment or late payment of such items. Landlord shall have all legal, equitable and contractual rights, powers and remedies provided either in this Lease or by statute or otherwise in the case of non-payment of the Rent. To the extent that Tenant timely pays or causes to be paid any Additional Charges (other than Scheduled Additional Charges described in Section 3.1(b)(1)) to the Person legally entitled thereto, Tenant shall be relieved of its obligation to pay such Additional Charges to Landlord.

3.2            Net Lease . The Base Rent, as well as such Additional Charges as are due and payable to Landlord, shall be paid absolutely net to Landlord, so that this Lease shall throughout the Term yield to Landlord the full amount of the installments of Base Rent, as well as any payments of Additional Charges payable to Landlord, subject only to those provisions of this Lease which expressly provide for adjustment or abatement of Rent or other charges.

ARTICLE IV

4.1            No Termination, Abatement, etc . Except as otherwise specifically provided herein, Tenant, to the fullest extent permitted by law, shall remain bound by this Lease in accordance with its terms and shall neither take any action without the consent of Landlord to Modify, surrender or terminate the same, nor seek nor be entitled to any abatement, deduction, deferment or reduction of Rent, or set-off against the Rent, nor shall the respective obligations of Landlord and Tenant be otherwise affected by reason of (a) any damage to, or destruction of, the Leased Property from whatever cause or any taking of the Leased Property, (b) the interruption or discontinuance of any service or utility servicing the Leased Property, (c) any claim which Tenant has or might have against Landlord or by reason of any default or breach of any warranty by Landlord under this Lease or any other agreement between Landlord and Tenant, or to which Landlord and Tenant are parties, (d) any bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding up or other proceedings affecting Landlord or any assignee or transferee of Landlord, or (e) for any

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other cause whether similar or dissimilar to any of the foregoing other than a discharge of Tenant from any such obligations as a matter of law. Except as otherwise specifically provided herein, Tenant hereby specifically waives all rights, arising from any occurrence whatsoever, which may now or hereafter be conferred upon it by law to (i) Modify, surrender or terminate this Lease or quit or surrender the Leased Property, or (ii) entitle Tenant to any abatement, reduction, suspension or deferment of the Rent or other sums payable by Tenant hereunder. The obligations of Landlord and Tenant hereunder shall be separate and independent covenants and agreements and the Rent and all other sums payable by Tenant hereunder shall continue to be payable in all events unless the obligations to pay the same shall be terminated pursuant to the express provisions of this Lease. In any instance where, after the occurrence of an Event of Default, Landlord retains funds which, but for the occurrence of such Event of Default, would be payable to Tenant, Landlord shall refund such funds to Tenant to the extent the amount thereof exceeds all amounts then payable by Tenant under this Lease plus the amount necessary to compensate Landlord for any cost, loss or damage incurred by Landlord in connection with such Event of Default.

ARTICLE V

OWNERSHIP OF THE LEASED PROPERTY

5.1            Ownership of the Leased Property . Tenant acknowledges that the Leased Property is the property of Landlord and that Tenant has only the right to the exclusive possession and use of the Leased Property upon the terms and conditions of this Lease, provided that, until the expiration or earlier termination of this Lease, all capital improvements, alterations, additions and replacements made by Tenant, at Tenant’s expense, to any Leased Property shall be the property of Tenant and, upon the expiration or earlier termination of this Lease, title to such improvements, alterations, additions and replacements shall vest in Landlord.

5.2            Tenant’s Personalty . Tenant may (and shall as provided hereinbelow), at its expense, assemble or place on any parcels of the Land or in any of the Leased Improvements any items of Tenant’s Personalty, and Tenant may, subject to the conditions set forth below, remove the same upon the expiration or any prior termination of the Term (provided, however, that upon the occurrence and during the continuation of an Event of Default, without the prior consent of Landlord and Landlord’s Lender, Tenant shall not be permitted to remove, and shall not permit or suffer any Facility Subtenant to remove, any FF&E with respect to which Landlord has a security interest pursuant to Section 12.4 or otherwise, other than FF&E which is replaced in the ordinary course of Tenant’s or Facility Subtenants’ business). Tenant shall provide and maintain during the entire Lease Term all such Tenant’s Personalty as shall be necessary to operate each Leased Property in compliance with all applicable Legal Requirements and Insurance Requirements and otherwise in accordance with customary practice in the industry for the Primary Intended Use. Subject to the rights and remedies of Landlord with respect to its lien on the FF&E, all of Tenant’s Personalty not removed by Tenant within forty-five (45) days following the expiration or earlier termination of this Lease with respect to such Leased Property where such Tenant’s Personalty is located shall be considered abandoned by Tenant and may be appropriated, sold, destroyed or otherwise disposed of by Landlord without first giving notice thereof to Tenant and without any payment to Tenant and without any obligation to account therefor.

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ARTICLE VI

AFFIRMATIVE COVENANTS; PERMITTED USE

6.1            Tenant Covenants . Tenant hereby covenants and agrees with Landlord that:

(a)            Existence; Use of Leased Property; Legal Compliance; Insurance .

(i)             Tenant 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 in all material respects with all Legal Requirements and all Property Documents applicable to it and the Leased Property, including all gaming-related licenses and permits, provided that , except where the terms of this Lease expressly require Tenant to comply with or perform the covenants and obligations of Landlord’s Loan Documents, Tenant shall not be deemed to have agreed to comply with or perform said covenants or obligations of Landlord’s Loan Documents, notwithstanding that Tenant is obligated to observe or perform the Property Documents. Tenant shall at all times maintain and preserve the Leased Property and shall keep the Leased Property in good working order and repair, reasonable wear and tear excepted, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto. Tenant will operate, maintain, repair and improve the Leased Property in material compliance with all Legal Requirements and all Property Documents, and will not cause or allow the same to be misused or wasted or to deteriorate, reasonable wear and tear excepted.

(ii)            Tenant may use the Leased Property and the Leased Improvements thereof for (x) their current purpose and, provided the same are permitted pursuant to the terms of the applicable Property Documents, for such other uses as may be necessary or incidental to such use (such use, the “ Primary Intended Use ”), and (y) such other uses as shall not be prohibited by the applicable Property Documents, the Landlord’s Loan Documents or other provisions hereof. Tenant shall not use the Leased Property or any portion thereof for any other use without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. No use shall be made or permitted to be made of the Leased Property, and no acts shall be done, that will cause the cancellation of any insurance policy covering the Leased Property, nor shall Tenant sell or otherwise provide, or permit to be kept, used or sold in or about the Leased Property any article which may be prohibited by law or by Insurance Requirements. Tenant shall, at its sole cost, comply with all of the requirements pertaining to the Leased Property or other improvements of any insurance board, association, organization or company necessary for the maintenance of insurance, as herein provided, covering the Leased Property.

(iii)           Tenant shall cause each of the hotel and casino facilities located on the Leased Property (each such hotel and casino facility, together with all other portions of the Leased Property related thereto, a “ Facility ”) to be continuously and uninterruptedly used and operated for its Primary Intended Use, open for business to the public during all business hours usual for such use for comparable properties in Clark County, Nevada (including, without limitation, causing to be maintained at each of the Facilities FF&E sufficient to support such continuous and uninterrupted use and operation, which FF&E shall be of a caliber at least equivalent to the FF&E maintained at each of the Facilities on the Commencement Date), subject to periods of closure that: (i) are due to Alterations (and provided that not more than one Facility may be

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closed in connection with an Alteration at any one time unless such concurrent closure is expressly pre-approved by Landlord’s Lender in writing or is unavoidable in order for Landlord, Tenant or the applicable Facility Subtenant to comply with Legal Requirements) or any event described in the definition of Unavoidable Delays; and (ii) do not in any event exceed (A) solely with respect to a closure due to Casualty for which business interruption insurance proceeds are payable to Tenant (or Landlord or Landlord’s Lender) under the policy of business interruption insurance maintained by Tenant pursuant to the terms of this Lease, the period of time for which such business interruption insurance proceeds are payable, or (B) as to any other closure, thirty (30) consecutive days.

(b)            Taxes and Other Charges; Contest for Taxes and Other Charges, Legal Requirements and Liens .

(i)             Subject to the provisions of Section 6.1(b)(ii) and Section 3.1(d), Tenant shall pay, or cause to be paid, all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Leased Property prior to the date on which such sums become delinquent. Tenant will deliver to Landlord, upon request, receipts for payment or other evidence satisfactory to Landlord that the Taxes and Other Charges have been so paid ( provided Tenant shall not be required to furnish such receipts for payment of Taxes in the event such Taxes have been (or were to have been) paid by Landlord or Landlord’s Lender pursuant to Section 3.1(d) or (f) or Landlord’s Loan Documents). Subject to the provisions of Section 6.1(b)(ii) and other than Permitted Encumbrances, Tenant shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Leased Property, and shall promptly pay for all utility services provided to the Leased Property. Subject to Section 6.1(b)(ii), Tenant shall pay, bond or otherwise discharge, from time to time when the same shall become due, all claims and demands of mechanics, materialmen, laborers and others that, if unpaid, might result in, or permit the creation of, a lien or encumbrance on the Leased Property, or on the rents arising therefrom.

(ii)            After prior written notice to Landlord, Tenant, at its own expense, may contest by appropriate legal, administrative or other 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 or Lien therefor or any Legal Requirement or Insurance Requirement or the application of any instrument of record affecting the Leased Property (other than this Lease or Landlord’s Loan Documents) or any claims or judgments of mechanics, materialmen, suppliers, vendors or other Persons or any Lien therefor, and may withhold payment of the same pending such proceedings if permitted by law; provided that (A) no Event of Default has occurred and remains uncured, except for an Event of Default caused by the matter being contested, (B) such proceeding shall suspend any collection of the contested Taxes, Other Charges or Liens from the Leased Pro