TABLE OF CONTENTS

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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 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 No