EXHIBIT 10.54 EXHIBIT XIII-B FORM OF LOUISIANA MORTGAGE Recording requested by: This Instrument prepared by, and when recorded mail to: O'Melveny & Myers 400 South Hope Street Los Angeles, California 90071-2899 Attention: Dean Adam Willis, Esq....

EXHIBIT 10.54
EXHIBIT XIII-B
FORM OF LOUISIANA MORTGAGE

Recording requested by:

This Instrument prepared by, and when recorded mail to:

O'Melveny & ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Esq.
(267,718-007)

(Space above line is for Recorder's use)

ACT OF MORTGAGE, FIXTURE FILING AND SECURITY AGREEMENT
WITH PLEDGE AND ASSIGNMENT OF LEASES AND RENTS

NOTICE: THE OBLIGATIONS SECURED HEREBY INCLUDE REVOLVING CREDIT OBLIGATIONS
WHICH PERMIT BORROWING, REPAYMENT AND REBORROWING. INTEREST ON OBLIGATIONS
SECURED HEREBY ACCRUES AT RATES WHICH MAY FLUCTUATE FROM TIME TO TIME. THIS
INSTRUMENT SECURES FUTURE ADVANCES.

State of New Jersey

County of ______________

BE IT KNOWN, that on this ___ day of ____________, 1995,

BEFORE ME, the undersigned Notary Public, duly commissioned and qualified
in and for the State and county aforesaid, and in the presence of the
undersigned competent witnesses,

PERSONALLY CAME AND APPEARED:

PLAYERS LAKE ▇▇▇▇▇▇▇, INC., a Louisiana corporation, represented
herein by _________________, its __________________, duly authorized
to appear to herein by resolution of its Board of Directors, a
certified copy of which is annexed hereto as Exhibit C and made a part
hereof for all purposes (herein called the "Mortgagor"), which
declared that its mailing address is c/o Players International, Inc.,
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, and its
employer identification number is ___________________,

who, being duly sworn, did declare and say as follows:

W I T N E S S E T H:

THAT MORTGAGOR HEREBY:

Mortgages, pledges, hypothecates, grants a security interest in, and
pledges and assigns the following described immovable and movable property and
related collateral to FIRST INTERSTATE BANK OF NEVADA, N.A., as Administrative
Agent on behalf of itself and each of the Lenders (as defined and described
hereinbelow) ("Mortgagee") as security for the Secured Obligations (defined
below), whether now existing or arising hereafter, for the ratable benefit of
the Lenders upon the covenants and agreements herein expressed:

DESCRIPTION OF IMMOVABLE PROPERTY COLLATERAL

All the following immovable property, and the interests of Mortgagor
therein, situate in the Parish of Calcasieu, State of Louisiana: (i) those
certain parcels of immovable property leased by Mortgagor pursuant to, and all
of Mortgagor's rights under the leasehold estates and other interest arising out
of, those certain lease agreements set forth on Exhibit B attached hereto and
incorporated herein by reference (the "Ground Leases"), as the same may
hereafter be amended, supplemented, extended, renewed or otherwise modified or
assigned, which parcels are more particularly described on Exhibit A-1 attached
hereto and incorporated herein by reference (the "Leased Land"), and (ii) those
certain parcels of immovable property owned by Mortgagor and more particularly
described on Exhibit A-2 attached hereto and incorporated herein by reference
(the "Fee Land"; the Leased Land and the Fee Land being hereinafter referred to
collectively as the "Land");

Together with all right, title and interest of Mortgagor, now owned or
hereafter acquired, in and to any land lying within the right-of-way of any
street, open or proposed, adjoining any of the Land and any and all sidewalks,
bridges, elevated walkways, tunnels, alleys, strips and gores of land adjacent
to, connecting or used in connection with any of the Land, with appurtenances
("Adjacent Interests");

Together with the Barges (as defined in subsection (a) of the
Description of Personal Property Collateral hereinbelow but only to the extent
the same is deemed to constitute immovable Property or an interest therein under
applicable law);

Together with all buildings, structures and all other improvements and
fixtures that are or may hereafter be erected or placed on or in the Land or the
Barges and all rights and interests of Mortgagor in and to all buildings,
structures and other improvements and fixtures that are or may hereafter be
erected or placed on or in Adjacent Interests (collectively, the
"Improvements");

Together with all and singular the easements, tenements, hereditaments
and appurtenances belonging or in anywise appertaining to any of the Land,
Adjacent Interests or Improvements (collectively, the "Appurtenances");

Together with all rents, issues, profits, royalties and other income
of or from any of the foregoing or of or from any of the Leases, as hereinafter
defined (collectively, the "Rents"), subject, however, in the case of Rents, to
the absolute assignment given to Mortgagee in Section 12 hereof, to which
Section 12 this grant to the Mortgagee is subject and subordinate;

Together with any right of Mortgagor under any Ground Lease to
purchase the fee interest of the lessor thereunder (collectively, the
"Options");

Together with all leasehold estate, right, title and interest of
Mortgagor in and to all leases, subleases, licenses, concessions, franchises and
other use or occupancy agreements (excepting, however, agreements made by
Mortgagor in the ordinary course of business for short-term use by members of
the public of guest rooms and public rooms, including banquet and meeting
facilities, located in the Improvements), and any amendments, modifications,
extensions or renewals thereof (collectively, "Leases") covering any of the
Land, Adjacent Interests, Improvements or Appurtenances, now or hereafter
existing or entered into, and all right, title and interest of Mortgagor
thereunder, including, without limitation, the right to all security deposits,
advance rentals, other deposits, and all payments of similar nature, relating
thereto;

Together with all water rights and rights to the use of water now or
hereafter appurtenant to or used in connection with any of the Land, Adjacent
Interests, Improvements or Appurtenances and all right, title and interest in
and to all of the accretions, alluvions, avulsions, batture and other riparian
rights in and to said Lake Charles, Louisiana thereof ("Water Rights");

Together with any and all other estate, right, title, interest,
property, possession, claim or demand, in law or in equity, which Mortgagor now
has or may hereafter acquire in or to any of the Land, Adjacent Interests,
Improvements, Appurtenances, Rents, Options, Leases, the Ground Leases, the
Barges (to the extent deemed immovable property or an interest therein under
applicable law) and Water Rights, or pertaining or appurtenant thereto
(including, without limitation, any fee interest of a lessor under a Ground
Lease that may hereafter be acquired upon Mortgagor exercising an Option or
otherwise acquiring any fee interest of a lessor under a Ground Lease), and all
reversions and remainders thereof, and all tenements, hereditaments and
appurtenances thereunto belonging or in any wise appertaining thereto ("Other
Interests") (said Land, Adjacent Interests, Improvements, Appurtenances, Rents,
Options, Leases, Water Rights, the Ground Leases, the Barges (to the extent
deemed immovable property or any interest therein under applicable law) and
Other Interests may be referred to herein as the "Real Property"); and

THAT MORTGAGOR HEREBY:

Grants a security interest, pursuant to the Louisiana Commercial Laws
- Secured Transactions (La.R.S. Title 10, Chapter 9), to Mortgagee for the
ratable benefit of Lenders on the terms and provisions (by this reference
incorporated herein with respect to the security interest herein granted and the
rights and obligations of the parties with respect to the Personal Property, as
hereinafter defined, but for no other purpose) set forth in that certain
Subsidiary Security Agreement dated as of even date herewith by and between
Mortgagor, as Grantor and Debtor, and Mortgagee, as Secured Party (the "Security
Agreement"), in all of the following described personal property, and the
interests of Mortgagor therein, whether now owned or hereafter acquired
(collectively, the "Personal Property"):

DESCRIPTION OF PERSONAL PROPERTY COLLATERAL

(a) All present and future interest in and to those certain barges and
vessels presently moored, anchored or otherwise located on or around the Land or
otherwise used in connection with the Project (defined below), whether such
barges or vessels are deemed real, personal or mixed property, which barges and
vessels are described as follows: (i) that certain vessel _____ having Official
No. ______, built in ____ in _________, ________, formerly having its home port
at _________, ________, its present home port being ___________, _________, and
having its hailing port at _________, ___________, and (ii) that certain vessel
_____ having Official No. ______, built in ____ in _________, ________, formerly
having its home port at _________, ________, its present home port being
___________, _________, and having its hailing port at _________, ___________,
together with (iii) all equipment, earnings, proceeds arising from operation of
any business upon such barges and vessels, parts, attachments and all other
property, whether real, personal or mixed, now or hereafter located thereon,
derived therefrom or used in connection therewith, including, but not limited
to, all moorings, cells, cofferdam enclosures and related ancillary improvements
(collectively, the "Barges");

(b) All present and future chattels, furniture, furnishings, goods,
equipment, fixtures and all other tangible personal property, of whatever kind
and nature, now or hereafter used in connection with or placed or located in or
on any part of the Real Property or the Barges (including, without limitation,
any building or structure that is now or that may hereafter be erected on the
Real Property or the Barges), including, but not limited to, machinery,
materials, goods and equipment now or hereafter used in the construction or
operation of the hotel, casino, restaurant, entertainment and shopping complex
constructed and to be constructed on the Real Property or the Barges or portions
thereof (the "Project") (including, without limitation, air conditioning,
heating, electrical, lighting, fire fighting and fire prevention, food and
beverage service, laundry, plumbing, refrigeration, security, sound, signaling,
telephone, television, window washing and other equipment and fixtures, of
whatever kind or nature, including generators, transformers, switching gear,
boilers, burners, furnaces, piping, sprinklers, sinks, tubs, valves,
compressors, motors, carts, dumb waiters, elevators and other lifts, floor
coverings, hardware, keys, locks, organs, pianos, planters, railings, scales,
shelving, signs, tools, machinery, molds, dies, drills, presses, planers, saws,
furniture, business fixtures, trade fixtures, electric, gas and other motor
vehicles, uniforms, vacuum cleaners, hotel furniture, furnishings and equipment,
bathroom furniture and furnishings (including towels, bathmats, hamperettes,
shower curtains and other bath linens), beds and bedding (including mattresses,
springs, pillows, bed pads, sheets, blankets, comforters, spreads and other bed
linens and furnishings), bric-a-brac, chairs, chests, vanities, secretaries,
bureaus, chiffonniers, love seats, benches, costumers, smoking stands, sand
jars, desks, dressers, hangings, paintings, pictures, frames, sculptures, lamps,
light bulbs, mirrors, night stands, ornaments, radios, stereo equipment, sofas,
statuary, tables, telephones, televisions, vases, window coverings, foodstuffs,
beverages (including beer, wine, liquor and other alcoholic beverages), and
other consumables (including soap, shampoo, cleaning supplies and paper goods),
cutlery, cooking, baking and other kitchen utensils and apparatus (including
crockery, fryers, grills, kettles, mixers, pots, pans, pails, racks, steamers
and toasters), china and other dishes, flatware, glassware, hollowware, serving
pieces, trays, table linens, washers, dryers, irons, ironing boards and other
ironing equipment, cables, outlets, plugs, wiring and related apparatus and
fixtures, card readers, cash registers, adding machines, calculators, computers,
keyboards, monitors, printers, printing equipment, envelopes, stationary,
posting machines, blank forms, typewriters, typewriter stands, other office and
accounting equipment and supplies, time stamps, time recorders, bookkeeping
machines, checking machines, payroll machines, computer reservations systems,
equipment used in the operation of casinos on the Real Property or the

Barges (including but not limited to, gaming devices and associated equipment
(as defined in La.R.S. 4:504), including but not limited to, slot machines,
cards, poker chips and gaming tables) and all other goods, equipment,
furnishings, apparatus and fixtures that are now or may hereafter be located at
or used at or in connection with the Real Property or the Barges) and all other
tangible personal property used or to be used at or in connection with, or
placed or to be placed in, rooms, halls, lounges, offices, lobbies, lavatories,
basements, cellars, vaults or other portions of the Project or of any other
building or buildings hereafter constructed or erected thereon, whether herein
enumerated or not, and whether or not contained in any such building, and which
are used or to be used or useful in the operation and maintenance thereof, or in
any bar, casino, hotel, restaurant, store, health spa, salon or other business
conducted thereon, together with all replacements and substitutions for any and
all personal property in which Mortgagor has an interest, including without
limitation such goods and equipment as shall from time to time be located,
placed, installed or used in or upon, or procured for use, or to be used or
useful in connection with the operation of the whole, or any part of, the
Project and all parts thereof and all accessions thereto;

(c) All present and future goods, including, without limitation, all
consumer goods, inventory, equipment, and other supplies, of whatever kind or
nature, and any and all other goods, wherever located, used or to be used in
connection with or in the conduct of Mortgagor's business;

(d) All present and future inventory and merchandise in all of its
forms (including, but not limited to, (i) all goods held by Mortgagor for sale
or lease or to be furnished under contracts of service or so leased or
furnished, (ii) all raw materials, work in process, finished goods, and
materials used or consumed in the manufacture, packing, shipping, advertising,
selling, leasing, furnishing or production of such inventory or otherwise used
or consumed in Mortgagor's business, (iii) all goods in which Mortgagor has an
interest in mass or a joint or other interest or right of any kind, (iv) all
goods that are returned to or repossessed by Mortgagor, and (v) all packing
materials, supplies and containers relating to or used in connection with any of
the foregoing, and all accessions thereto and products thereof and all
negotiable documents of title (including without limitation warehouse receipts,
dock receipts and bills of lading) issued by any person covering any of the
foregoing;

(e) All present and future accounts, accounts receivable, rentals,
revenues, receipts and income of any other nature derived from or received with
respect to rooms, banquet facilities, convention facilities, retail premises,
bars, restaurants, casinos, parking lots and garages and any other facilities on
the Real Property or the Barges and services and amenities provided in
connection therewith, agreements, contracts, leases, contract rights, rights to
payment, instruments, documents, chattel paper, security agreements, guaranties,
undertakings, surety bonds, insurance policies, condemnation deposits and
awards, notes and drafts, securities, certificates of deposit and the right to
receive all payments thereon or in respect thereof (whether principal, interest,
fees or otherwise), contract rights (other than rights under contracts or
governmental permits that may not be transferred by law), including, without
limitation, rights to all deposits from tenants and other users of the Project,
rights under all contracts relating to the construction, renovation or
restoration of any of the improvements now or hereafter located on the Real
Property or the Barges or the financing thereof and all rights under payment or
performance bonds, warranties, guaranties, and the Options and all rights to
payment from any credit/charge card organization or entity such as or similar
to, and including, without limitation, the organizations or entities that
sponsor and administer, respectively, the American Express Card, the ▇▇▇▇▇
▇▇▇▇▇▇▇ Card, the Diners Club Card, the Discover Card, the MasterCard and the
Visa Card, books of account, and principal, interest and payments due on account
of goods sold, services rendered, loans

made or credit extended, on or in connection with the Project and all forms of
obligations owing to and rights of Mortgagor or in which Mortgagor may have any
interest, however created or arising;

(f) All present and future general intangibles (including but not
limited to all governmental permits relating to construction or other activities
on the premises), the Options, all tax refunds of every kind and nature to which
Mortgagor now or hereafter may become entitled, however arising, all other
refunds, and all deposits, goodwill, choses in action, rights to payment or
performance, gambling debts or gaming debts owed to Mortgagor by Mortgagor's
patrons (whether or not evidenced by a note), judgments taken on any rights or
claims included in the Property (as hereinafter defined), trade secrets,
computer programs, software, customer lists, business names, trademarks, trade
names and service marks (including, but not limited to:
"____________________________" and any derivation thereof, including any and all
state and federal applications and registrations thereof), patents, patent
applications, licenses, copyrights, technology, processes, proprietary
information and insurance proceeds;

(g) All present and future deposit accounts of Mortgagor, including,
without limitation, [the _______________________________ Account maintained at
the office of Mortgagee,] any demand, time, savings, passbook or like account
maintained by Mortgagor with any bank, savings and loan association, credit
union or like organization, and all money, cash and cash equivalents of
Mortgagor, whether or not deposited in any such deposit account;

(h) All present and future books and records, including, without
limitation, books of account and ledgers of every kind and nature, ledger cards,
computer programs, tapes, disks and other information storage devices, all
related data processing software, and all electronically recorded data relating
to Mortgagor or its business or the Project, all receptacles and containers for
such records, and all files and correspondence;

(i) All present and future stocks, bonds, debentures, securities,
subscription rights, options, warrants, puts, calls, certificates, partnership
interests, joint venture interests, investments, brokerage accounts and all
rights, preferences, privileges, dividends, distributions, redemption payments
and liquidation payments received or receivable with respect thereto;

(j) All present and future right, title and interest of Mortgagor in
and to all Leases, whether or not specifically herein described, that now or may
hereafter pertain to or affect the Real Property or the Barges or any portion
thereof, and all amendments to the same, including, but not limited to, the
following: (aa) all payments due and to become due under such Leases and Ground
Leases, whether as rent, damages, insurance payments, condemnation awards, or
otherwise; (bb) all claims, rights, powers, privileges and remedies under such
Leases and Ground Leases; and (cc) all rights of the Mortgagor under such Leases
and Ground Leases to exercise any election or option (including, without
limitation, the Options), or to give or receive any notice, consent, waiver or
approval, or to accept any surrender of the premises or any part thereof,
together with full power and authority in the name of the Mortgagor, or
otherwise, to demand and receive, enforce, collect, and receipt for any or all
of the foregoing, to endorse or execute any checks or any instruments or orders,
to file any claims, and to take any other action that Mortgagee may deem
necessary or advisable in connection therewith;

(k) All present and future maps, plans, specifications, surveys,
studies, reports, data and drawings (including, without limitation,
architectural, structural, mechanical and engineering plans

and specifications, studies, data and drawings) prepared for or relating to the
development of the Project or the construction, renovation or restoration of any
improvements on the Real Property or the extraction of minerals, sand, gravel or
other valuable substances from the Real Property, together with all amendments
and modifications thereto;

(l) All present and future licenses, permits, variances, special
permits, franchises, certificates, rulings, certifications, validations,
exemptions, filings, registrations, authorizations, consents, approvals,
waivers, orders, rights and agreements (including options, option rights and
contract rights), other than those (including non-transferable gaming permits)
that may not be transferred by law, now or hereafter obtained by Mortgagor from
any governmental authority having or claiming jurisdiction over the Project, the
Real Property, or the Barges or any other element of the Property or providing
access thereto, or the operation of any business on, at, or from the Project;

(m) All present and future accessions, appurtenances, components,
repairs, repair parts, spare parts, replacements, substitutions, additions,
issue and improvements to or of or with respect to any of the foregoing;

(n) All other fixtures and storage and office facilities, and all
accessions thereto and products thereof and all water stock relating to the Real
Property or the Barges;

(o) All other tangible and intangible personal property of Mortgagor;

(p) All rights, remedies, powers and privileges of Mortgagor with
respect to any of the foregoing; and

(q) Any and all proceeds, products, rents, income and profits of any
of the foregoing, including, without limitation, all money, accounts, general
intangibles, deposit accounts, documents, instruments, chattel paper, goods,
insurance proceeds (whether or not the Mortgagee is the loss payee), and any
other tangible or intangible property received upon the sale or disposition of
any of the foregoing (it being agreed, for purposes hereof, that the term
"proceeds" includes whatever is receivable or received when any of the Property
is sold, collected, exchanged or otherwise disposed of, whether such disposition
is voluntary or involuntary)

(The Real Property, the Personal Property and all of the other
collateral described above may hereinafter be collectively referred to as the
"Property".)

FOR THE PURPOSE OF SECURING:

First: Payment when due, whether at stated maturity, by required
prepayment, declaration, acceleration, demand or otherwise (including payment of
amounts that would become due but for the operation of the automatic stay under
Section 362(a) of the Bankruptcy Code, 11 U.S.C. 362(a)), of all obligations and
liabilities of every nature of Mortgagor now or hereafter existing under or
arising out of or in connection with that certain Guaranty of even date herewith
executed by Mortgagor (and others) in favor of Mortgagee (as the same may be
amended, modified or supplemented from time to time, the "Guaranty"). The
Guaranty guaranties the obligations of Players International, Inc., a Nevada
corporation ("Borrower") under that certain Credit Agreement executed
concurrently herewith by Borrower, First Interstate Bank of Nevada, N.A., and
Bankers Trust Company, as Managing Agents, BT

Securities Corporation, as a Co-Arranger, and the Lenders listed therein as
lenders (the "Lenders") and First Interstate Bank of Nevada, N.A., as a
Co-Arranger and Administrative Agent, together with any and all renewals,
extensions, amendments, modifications, rearrangements, replacements,
restatements, substitutions and addendums thereof or thereto (herein referred to
as the "Credit Agreement"), and the promissory notes issued to the Lenders to
evidence such obligations and liabilities, together with any and all renewals,
extensions, amendments, modifications, rearrangements, replacements,
restatements, substitutions and addendums thereof or thereto (herein referred to
as the "Notes"), whether for principal in the amount of One Hundred Twenty
Million Dollars ($120,000,000) or such principal amount as may be advanced and
remain unpaid or for interest (including, without limitation, interest that, but
for the filing of a petition in bankruptcy with respect to Mortgagor, would
accrue on such obligations), reimbursement of amounts drawn under letters of
credit, fees, expenses, indemnities or otherwise, whether voluntary or
involuntary, direct or indirect, absolute or contingent, liquidated or
unliquidated, whether or not jointly owed with others, and whether or not from
time to time decreased or extinguished and later increased, created or incurred,
and all or any portion of such obligations or liabilities that are paid, to the
extent all or any part of such payment is avoided or recovered directly or
indirectly from Mortgagee or any such Lender as a preference, fraudulent
transfer or otherwise.

Second: Payment and performance of every obligation, covenant, promise
and agreement of Mortgagor herein contained (excepting, however, the obligations
of Mortgagor under Section 5(c) hereof), or incorporated herein by reference,
including any sums paid or advanced by Mortgagee pursuant to the terms hereof.

Third: Payment of the expenses and costs incurred or paid by Mortgagee
in the preservation and enforcement of the rights and remedies of Mortgagee and
the duties and liabilities of Mortgagor hereunder, including, but not by way of
limitation, attorneys' fees, court costs, witness fees, expert witness fees,
collection costs, Mortgagee's fees, and costs and expenses paid by Mortgagee in
performing for Mortgagor's account any obligation of Mortgagor.

Fourth: Payment of additional sums and interest thereon which may
hereafter be loaned to Mortgagor by the Lenders when evidenced by a promissory
note or notes or other agreement between Mortgagor and the Lenders that recites
that this Mortgage is security therefor.

Fifth: Performance of every obligation, warranty, representation,
covenant, agreement and promise of Mortgagor contained in the Guaranty.

The foregoing are described herein as the "Secured Obligations". All
persons who may have or acquire an interest in all or any part of the Property
will be considered to have notice of, and will be bound by, the terms of the
Secured Obligations and each other agreement or instrument made or entered into
in connection with each of the Secured Obligations. Such terms include any
provisions in the Notes or the Credit Agreement which permit borrowing,
repayment and reborrowing, or the making of future advances, or which provide
that the interest rate on one or more of the Secured Obligations may vary from
time to time. The maximum amount of the Secured Obligations outstanding at any
time or from time to time that are secured by this Mortgage is $120,000,000.

THIS MORTGAGE FURTHER WITNESSETH THAT, IN CONNECTION WITH
AND IN FURTHERANCE OF THE FOREGOING GRANTS, AND THE ENCUMBRANCES,

LIENS AND SECURITY INTERESTS CREATED THEREBY, MORTGAGOR COVENANTS
AND AGREES AS FOLLOWS:

1. Certain Representations and Warranties of Mortgagor. Mortgagor
represents, warrants and covenants that, except as previously disclosed to
Mortgagee in a writing making reference to this Section 1:

(a) Mortgagor lawfully possesses and holds merchantable leasehold
title as lessee under the Ground Leases to all of the Leased Land and
Improvements thereon;

(b) Mortgagor lawfully possesses and holds merchantable title in
full ownership to all of the Fee Land and Improvements thereon;

(d) Mortgagor has the full and unlimited power, right and
authority to encumber the Property and pledge and assign the Leases and
Rents;

(e) This Mortgage creates a first priority mortgage lien on, and
land security interest in, the Property;

(f) The Property includes all property and rights which may be
reasonably necessary to promote the present and any reasonable future
beneficial use and enjoyment of the Land, the Improvements and the Project;

(g) Mortgagor owns the Personal Property free and clear of any
security agreements, reservations of title or conditional sales contracts
and there is no financing statement affecting the Personal Property on file
in any public office other than one filed to perfect the Security Interest
herein granted;

(h) Mortgagor's place of business, or its chief executive office
if it has more than one place of business, is located at the address of
Mortgagor specified in the Guaranty; and

(i) Mortgagor's employer identification number is __________.

2. Payment of Obligations. Mortgagor shall pay when due the Secured
Obligations under the Guaranty and hereunder; the principal of and interest on
any future advances secured by this Mortgage; and the principal of and interest
on any other indebtedness guaranteed by the Guaranty or otherwise secured by
this Mortgage.

3. Compliance with Laws. Mortgagor shall not commit, suffer or permit
any act to be done, or condition to exist, on, or with respect to, the Property
which violates or is prohibited by any law, statute, code, act, ordinance,
order, judgment, decree, injunction, rule, regulation, permit, license,
authorization or direction of any government or subdivision thereof, whether it
be federal, state, county or municipal (collectively, the "Legal Requirements"),
which is applicable to the Property, or any part thereof, now or at any time
hereafter.

4. Maintenance of Property. Mortgagor agrees: (a) properly to care for
and keep the Property in good condition and repair; (b) not to remove, demolish
or substantially alter any building on the Real Property except upon the prior
written consent of Mortgagee; (c) to complete promptly and in a good and
workmanlike manner any building or other improvement which may be constructed
thereon, to restore promptly in like manner any portion of the Improvements
which may be damaged or destroyed from any cause whatsoever, and to pay when due
all claims for labor performed and materials furnished therefor; (d) to comply
with all Legal Requirements and covenants, conditions and restrictions now or
hereafter affecting the Property or any part thereof, including any which
require alteration or improvement thereof, and with all requirements of
insurance companies insuring the Property or any portion thereof and of any
bureau or agency which establishes standards of insurability; (e) not to commit
or permit any waste or deterioration of the Property; (f) to keep and maintain
abutting grounds, sidewalks, roads, parking and landscaped areas in good and
neat order and repair; (g) not to apply for, willingly suffer or permit any
change in zoning, subdivision, or land use regulations affecting the Property
without the prior written consent of Mortgagee; (h) not to drill or extract or
enter into any lease for the drilling for or extraction of oil, gas or other
hydrocarbon substances or any mineral of any kind or character on or from the
Property or any part thereof without the prior written consent of Mortgagee; and
(i) to do all other acts, in a timely and proper manner, which, from the
character or use of the Property, may be reasonably necessary to maintain and
preserve its value, the specific enumerations herein not excluding the general.

5. Environmental Obligations.

(a) Mortgagor shall comply with any and all Environmental Laws (as
hereinafter defined) regarding the presence or removal of Hazardous Material on
or in the Property, shall pay immediately, when due, the costs of removal from
the Property and disposal of any Hazardous Material which is required to be
removed pursuant to any Environmental Laws and shall keep the Property free of
any lien which may arise pursuant to any such Environmental Laws. Mortgagor
shall not, and shall not permit any person or entity to release, discharge, or
dispose of any Hazardous Material on the Real Property except in compliance with
all Environmental Laws and, if the same shall exist, Mortgagor shall immediately
remove or cause to be removed from the Real Property such Hazardous Material to
the extent required to be removed pursuant to any Environmental Laws.

(b) As used herein, the term "Hazardous Material" shall means: (i) any
chemical, material or substance at any time defined as or included in the
definition of "hazardous substances", "hazardous materials", hazardous wastes",
"extremely hazardous waste", "restricted hazardous waste", "infectious waste",
"toxic substances" or any other formulations intended to define, list or
classify substances by reason of deleterious properties such as ignitability,
corrosivity, reactivity, carcinogenicity, toxicity, reproductive toxicity, "TCLP
toxicity" or "EP toxicity" or words of similar import under any applicable
Environmental Law or publication promulgated pursuant thereto; (ii) any oil,
petroleum, petroleum fraction or petroleum derived substance; (iii) any drilling
fluids, produced waters or other wastes associated with the exploration,
development or production of crude oil, natural gas or geothermal resources;
(iv) any flammable substances or explosives; (v) any radioactive materials; (vi)
asbestos in any form; (vii) urea formaldehyde foam insulation; (viii) electrical
equipment which contains any oil or dielectric fluid containing poly-chlorinated
biphenyls in excess of fifty parts per million; (ix) pesticides; (x) all
hazardous wastes or hazardous substances as defined by the Louisiana
Environmental Quality Act (La. R.S. 30:2001, et seq.) as amended from time to
time, and regulations promulgated thereunder, any naturally occurring
radioactive materials, the possession, use, transfer, processing, distribution
or

disposal of which is subject to regulation by the Louisiana Department of
Environmental Quality pursuant to the provisions of La. Adm. Code 33:XV, Chapter
14, as amended from time to time, any non-hazardous wastes defined and regulated
by the Commissioner of Conservation under La. R.S. 30:1, et seq. or the
Louisiana Abandoned Oilfield Waste Site Law, La. R.S. 30:71, et seq., or the
Louisiana Oilfield Site Restoration Law, La. R.S. 30:80, et seq., each as
promulgated from time and regulations promulgated thereunder; and (xi) any other
chemical, material or substance, exposure to which is prohibited, limited or
regulated by any governmental authority or which may or could pose a hazard to
human health or safety or the environment if released into the workplace or the
environment; the term "Environmental Law" means all statutes, ordinances,
orders, rules, regulations, plans, policies or decrees and the like relating to:
(aa) environmental matters, including, without limitation, those relating to
fines, injunctions, penalties, damages, contribution, cost recovery
compensation, losses or injuries resulting from the Release or threatened
Release of Hazardous Material, (bb) the generation, use, storage, transportation
or disposal of Hazardous Materials, or (cc) occupational safety and health,
industrial hygiene, land use or the protection of human, plant or animal health
or welfare, in any manner applicable to any of the Property, including, without
limitation, the Comprehensive Environmental Response, Compensation and Liability
Act (42 U.S.C. 9601 et seq.), the Hazardous Materials Transportation Act (49
U.S.C. 1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C.
6901 et seq.), the Federal Water Pollution Control Act (33 U.S.C. 1251 et
seq.), the Clean Air Act (42 U.S.C. 7401 et seq.), the Toxic Substances Control
Act (15 U.S.C. 2601 et seq.), the Federal Insecticide, Fungicide, and
Rodenticide Act (7 U.S.C. 136 et seq.), the Occupational Safety and Health Act
(29 U.S.C. 651 et seq.) and the Emergency Planning and Community Right-to-Know
Act (42 U.S.C. 11001 et seq.), each as amended and supplemented, and any
analogous future or present local, state and federal statutes, ordinances and
other laws, and rules and regulations promulgated pursuant thereto, each as in
effect as of the date of determination; and the term "Release" means any
release, spill, emission, leaking, pumping, pouring, injection, escaping,
deposit, disposal, dispersal, discharge, dumping, leaching or migration of
Hazardous Materials into the indoor or outdoor environment (including, without
limitation, the abandonment or disposal of any barrels, containers or other
closed receptacles containing any Hazardous Materials), or into or out of any of
the Property, including the movement of any Hazardous Material through the air,
soil, surface water, groundwater or property.

(c) Mortgagor hereby agrees to indemnify, hold harmless and defend
Mortgagee, its directors, officers, employees, agents, successors and assigns
from and against any and all claims, losses, damages, demands, liabilities,
fines, penalties, assessments, charges, administrative and judicial proceedings
and orders, judgments, remedial action requirements, enforcement actions of any
kind, and all costs and expenses incurred in connection therewith (including but
not limited to attorneys' and consultants' fees and expenses), arising directly
or indirectly, in whole or in part, out of (i) the presence on or under the
Property of any Hazardous Material, or any Release of any Hazardous Material on,
under or from the Property, or (b) any activity carried on or undertaken on or
off the Property until the Secured Obligations have been fully and finally
satisfied, and whether by Mortgagor or any employees, agents, contractors or
subcontractors of Mortgagor or any third persons occupying or present on the
Property, in connection with the use, holding, handling, treatment, removal,
storage, decontamination, cleanup, transport, Release, processing or abatement
of any Hazardous Material located or present in, on or under the Property. The
foregoing indemnity shall further apply to any residual contamination in, on or
under the Property, or affecting any natural resources, and to any contamination
of any property or natural resources arising in connection with the generation,
use, handling, storage, transport or disposal of any such Hazardous Material,
and irrespective of whether any of such activities are undertaken in accordance
with applicable Environmental Laws. Mortgagor hereby acknowledges and agrees
that,

notwithstanding any other provision of this Mortgage to the contrary, the
obligations of Mortgagor under this Section 5(c) shall be unlimited personal
obligations of Mortgagor, shall not be secured by this Mortgage and shall
survive any foreclosure under this Mortgage, any transfer in lieu thereof, and
any satisfaction of the Secured Obligations. The defense to be provided under
this Section 5(c) shall be conducted by counsel reasonably satisfactory to
Mortgagee; provided however, that Mortgagee shall have the right to be
represented by advisory counsel of its own selection and at its own expense; and
provided further, that Mortgagee may appoint its own counsel, at Mortgagor's
sole cost and expense, if Mortgagor fails to assume promptly any obligations
under this Section 5(c) (and in any event within ten (10) days of being notified
of the existence of a claim) or if different, additional, or inconsistent
defenses exist from those available to Mortgagor with respect to any claim for
which the indemnity in this Section 5(a) is implicated.

6. Insurance.

(a) Types and Amounts Required. During the continuance of this
Mortgage, Mortgagor shall at all times provide, maintain and keep in force, at
no expense to Mortgagee, for the benefit of Mortgagor and Mortgagee, as their
respective interests may appear, the following policies of insurance:

i) During the course of any construction or repair of
Improvements on the Property, (x) builder's completed value risk insurance
against "all risks of physical loss" (including fire and extended coverage,
and endorsements extending coverage for vandalism and malicious mischief,
collapse and property in transit, offsite storage, delay of opening
(business interruption), demolition and debris removal, flood, and, if
reasonably available, earthquake), in non-reporting form, covering 100% of
the anticipated construction cost, including "soft costs," with not more
than $100,000 deductible from the loss payable for any casualty and no more
than thirty (30) days for delay of opening; said policy to contain a
"permission to occupy upon completion of work or occupancy" endorsement and
waiver of subrogation endorsement acceptable to Mortgagee, and replacement
cost coverage in an agreed amount, and (y) an "owner/contractor protective
liability" policy, providing separate liability coverage for Mortgagor and
Mortgagee, with a limit of not less than $5,000,000;

ii) Insurance against loss or damage to the Improvements and
Personal Property by fire and any of the other risks covered by insurance
of the type now known as "all risks of physical loss" (including flood,
and, if reasonably available, earthquake coverage (the sublimit for flood
and earthquake insurance shall be no less than $10,000,000)) in an amount
not less than 100% of the then replacement cost of the Improvements and
Personal Property (exclusive of the cost of excavations, pilings,
foundations, footings and other underground improvements lying below the
lowest basement level) without deduction for physical depreciation; with an
Agreed Amount endorsement (waiving co-insurance), a Replacement Cost
Valuation endorsement, a waiver of subrogation endorsement, coverage for
the cost of removing damaged property, and, if Mortgagee shall so require,
coverage for demolition and increased cost of construction occasioned by
operation of any law or ordinance regulating the construction, use or
repair of the Improvements; and with not more than $350,000 deductible per
occurrence and $500,000 for the perils of flood and earthquake, if a
sub-deductible applies;

iii) Mechanical breakdown insurance (also known as "boiler and
machinery" insurance) covering pressure vessels, air tanks, boilers,
machinery, pressure piping, heating, air conditioning and elevator
equipment and escalator equipment, if the Improvements contain equipment of
such nature, and insurance against loss of occupancy or use arising from
any such breakdown, written on a comprehensive form with a combined direct
and indirect limit of $25,000,000; the policy shall include an Agreed
Amount endorsement (waiving co-insurance), a Replacement Cost Valuation
endorsement, and coverage for increased cost of construction occasioned by
operation of any law or ordinance regulating the construction, use or
repair of the Improvements; the policy may contain deductibles of no
greater than $100,000 for direct damage and seventy-two (72) hours or the
average value of receipts for three (3) days, whichever if less, for
indirect loss;

iv) Commercial general liability insurance (1988 Form or
subsequent revisions of the same), written on an "occurrence basis,"
against claims for death, bodily injury, personal injury and property
damage occurring in, on or about the Real Property or the adjoining
streets, sidewalks and passageways, or arising from or connected with the
use, conduct or operation of Mortgagor's business or interest (including,
without limitation, products liability coverage; blanket contractual
liability coverage, including both oral and written contracts; broad form
property damage coverage; coverage against liability for injury or property
damage arising out of the use, by or on behalf of the Mortgagor or any
other person or organization, of any owned, non-owned, leased or hired
automotive equipment in the conduct of any and all operations of Mortgagor;
coverage for "liquor legal liability," and "employee benefits legal
liability;" policy will be extended to provide watercraft liability for
permanently moored barges (including, the Barges) while stationary;
coverage for all professional liability exposures associated with the
operation of the health spa; coverage for those hazards commonly known in
the insurance industry as explosion, collapse and underground property
damage; owners' and contractors' protective coverage; coverage for
elevators, escalators and garage/parking operations, if any, on the Real
Property; if such policy contains a self-insured retention, (A) such
self-insured retention shall be no greater than $250,000 per occurrence,
and (B) Mortgagor shall be solely responsible for the payment of all
amounts due within said self-insured retention, and the indemnification
provisions contained in this Mortgage shall include all liability
associated with said self-insured retention;

v) Comprehensive business automobile liability insurance, written
under Coverage Symbol "1," covering all owned, non-owned and hired or
borrowed vehicles of Mortgagor used in connection with any of the
construction, maintenance and operation of the Improvements, naming
Mortgagor as the named insured and covering Mortgagee as additional
insured, insuring against liability for bodily injury and death and/or for
property damage in an amount not less than $1,000,000 combined single limit
per accident; (if the policy contains a self-insured retention, (A) such
self-insured retention shall be no greater than $250,000 per occurrence,
and (B) Mortgagor shall be solely responsible for the payment of all
amounts due within said self-insured retention, and the indemnification
provisions contained in this Mortgage shall include all liability
associated with said self-insured retention); in addition to said
automobile liability insurance, Mortgagor must provide, maintain and keep
in effect (x) garage liability insurance, providing $1,000,000 combined
single limit for bodily injury and property damage for the parking garage
operation, and (y) garagekeepers legal liability insurance, providing
$500,000 limit for comprehensive and collision coverages for physical
damage to

vehicles in Mortgagor's care, custody and control, with a deductible no
greater than $25,000 for each loss;

vi) A standard Worker's Compensation policy covering the State of
Louisiana and Employer's Liability coverage subject to a limit of no less
than $100,000 for each employee, $100,000 for each accident, and a $500,000
policy limit, which policy shall include endorsements for Voluntary
Compensation and Employer's Liability Coverage and Stop Gap Liability; if
Mortgagor elects to self-insure Worker's Compensation coverage in the State
of Louisiana, Mortgagee must be furnished with a copy of the certificate
from the state permitting self insurance and evidence of a stop
loss/aggregate Excess Worker's Compensation policy with a specific
retention of no greater than $300,000 per occurrence;

vii) An Umbrella/Bumbershoot Liability policy with a limit of no
less than $100,000,000 providing excess coverage over all limits and
coverages set forth in paragraphs (iv), (v) and (vi) above, which limits
can be obtained by a combination of Primary and Excess Umbrella/Bumbershoot
policies, provided that all layers follow form with the underlying policies
set forth in paragraphs (iv), (v) and (vi) and are written on an
"occurrence form;"

viii) Business interruption insurance/extra expense and loss of
"rental value" insurance, including coverage for off-premises power losses
and an extended period of indemnity endorsement for at least 180 days, in
an amount representing not less than 100% percent of the annual net profit
plus continuing expenses (including debt service) for the Project, as such
net profit and continuing expenses are reasonably projected by Mortgagor
and consented to by Mortgagee (or, in the absence of such a projection, as
reasonably projected by Mortgagee), with a deductible of no greater than
seventy-two (72) hours or the average value of receipts for three (3) days,
whichever is less.

ix) If the Property is located in an area identified by the
Secretary of Housing and Urban Development as a flood hazard area and in
which flood insurance has been made available under the National Flood
Insurance Act of 1968, flood insurance covering the Improvements, in an
amount, available under the Act, satisfactory to Mortgagee;

x) A comprehensive crime policy, including the following
coverages: (A) Employee Dishonesty: $2,500,000; (B) Money & Securities
(inside): $500,000; (C) Money & Securities (outside): $500,000; (D)
Depositors Forgery: $1,000,000; and (E) Computer Fraud: $1,000,000; such
policy shall be amended so that the term "money" is defined therein to
include "chips," the policy may contain deductibles of no more than
$250,000 for all other agreements listed above; and

xi) Such other insurance and in such amounts, and such additional
amounts of the foregoing insurance, as may reasonably be required by
Mortgagee, in its sole discretion, from time to time, due consideration
being given to standard practices in the industry and to the risks involved
in Mortgagor's business, operations or interest.

(b) Uniform Policy Requirements. All policies of insurance required
by the terms of this Mortgage:

i) shall be issued by insurance companies licensed and admitted
to do business in the State of Louisiana, and rated no lower than A-XII in
the most recent edition of A.M. Best's and AA in the most recent edition of
Standard & Poor's, and in such form and amounts as are satisfactory to
Mortgagee from time to time;

ii) shall contain an endorsement or agreement by the insurer that
any loss shall be payable in accordance with the terms of such policy
notwithstanding any act, failure to act, negligence or breach of
representation or warranty of Mortgagor, or of any party holding under
Mortgagor, which might otherwise result in forfeiture of said insurance;

iii) shall contain a waiver by the insurer of all rights of
setoff, counterclaim and deduction against Mortgagor;

iv) shall contain a waiver of subrogation by the insurer in favor
of Mortgagee and a clause providing that the policy is primary and that any
other insurance of Mortgagee with respect to the matters covered by such
policy shall be excess and non- contributing;

v) shall, in the case of policies affording liability insurance
coverage, name Mortgagee (and Mortgagee's officers, directors, employees,
agents and representatives) as additional insured by an endorsement
satisfactory to Mortgagee and contain cross-liability and severability of
interest clauses satisfactory to Mortgagee, and, in the case of other
policies, shall name Mortgagee as a loss payee and have attached thereto a
lender's loss payable endorsement, for the benefit of Mortgagee, in form
satisfactory to Mortgagee (Form 438 BFU, unless otherwise specified by
Mortgagee); and

vi) shall contain a provision that, notwithstanding any contrary
agreement between Mortgagor and insurance company, such policies will not
be canceled, fail to be renewed or materially amended (which term shall
include any reduction in the type, scope or limits of coverage) without at
least thirty (30) days prior written notice to Mortgagee.

(c) Blanket and Umbrella Policies. If Mortgagee consents, Mortgagor or
Borrower may provide any of the required insurance through an umbrella policy or
policies or through blanket policies carried by Mortgagor and covering more than
one location, or by policies procured by a tenant or other party holding under
Mortgagor; provided, however, that the amount of the total insurance allocated
to the Real Property and available with respect to occurrences required to be
insured against shall be such as to furnish protection the equivalent of
separate policies in the amounts herein required, and provided further, that, in
all other respects, any such policy or policies shall comply with all of the
other provisions of this Mortgage.

(d) Evidence of Insurance. At Mortgagee's option, Mortgagor shall
furnish Mortgagee with certified copies of all policies of insurance required
under this Section or with a certificate of insurance for each required policy
setting forth the coverage, the limits of liability, the deductibles, if any,
the name of the carrier, the policy number, and the period of coverage, which
certificates shall be executed by authorized officials of the companies issuing
such insurance, or by agents or attorneys-in-fact authorized to issue said
certificates (in which event each such certificate shall be accompanied by a
notarized affidavit, agency agreement or power of attorney evidencing the
authority

of the signatory to issue such certificate on behalf of the insurer named
therein). Mortgagor shall furnish to Mortgagee annually, within ten days after
the date hereof, or more often if Mortgagee shall so request, a certificate of
Mortgagor specifying all insurance policies with respect to the Property and all
other policies required hereby then outstanding and in force, and stating
whether or not such insurance complies with the requirements of this Section
and, if it does not, the manner in which it does not comply. At least ten (10)
days prior to the expiration of each required policy, Mortgagor shall deliver to
Mortgagee evidence satisfactory to Mortgagee of the payment of premium and the
renewal or replacement of such policy continuing insurance in force as required
by this Mortgage.

(e) Procurement by Mortgagee. If Mortgagor fails to provide, maintain,
keep in force or deliver to Mortgagee the policies of insurance required by this
Mortgage, Mortgagee may (but shall have no obligation to) procure such
insurance, or single interest insurance for such risks covering Mortgagee's
interests, and Mortgagor will pay all premiums therefor promptly upon demand by
Mortgagee; and until such payment is made by Mortgagor, the amount of all such
premiums, together with interest thereon at an annual rate equal to the rate
specified in Section 2.2E. (Post-Default Interest) of the Credit Agreement (or
if such provision is hereafter replaced or renumbered, the equivalent section)
(the "Agreed Rate"), shall be secured by this Mortgage.

(f) Reserve Fund. Upon request by Mortgagee following an Event of
Default (as defined in Section 23 hereof), Mortgagor shall pay to Mortgagee an
initial cash reserve in an amount adequate to pay all insurance premiums due
within the next succeeding twelve calendar months on all policies of insurance
required by this Mortgage (or such lesser amount as may then be specified by
Mortgagee), and shall thereafter deposit with Mortgagee each month, commencing
with the first month after such request by Mortgagee and continuing until all
sums secured hereby are paid in full or Mortgagee notifies Mortgagor to cease
making such deposits, an amount equal to one-twelfth of the aggregate annual
insurance premiums on all policies of insurance required by this Mortgage, as
reasonably estimated by Mortgagee. In such event Mortgagor further agrees to
cause all bills, statements or other documents relating to the foregoing
insurance premiums to be sent or mailed directly to Mortgagee. Upon receipt of
such bills, statements or other documents evidencing that a premium for a
required policy is then payable, and providing Mortgagor has deposited
sufficient funds with Mortgagee pursuant to this Section, Mortgagee shall pay
such amounts as may be due thereunder out of the funds so deposited with
Mortgagee. If at any time and for any reason the funds deposited with Mortgagee
are or will be insufficient to pay such amounts as may be then or subsequently
due, Mortgagee may notify Mortgagor and Mortgagor shall immediately deposit an
amount equal to such deficiency with Mortgagee. Notwithstanding the foregoing,
nothing contained herein shall cause Mortgagee to be deemed a trustee of said
funds or to be obligated to pay any amounts in excess of the amount of funds
deposited with Mortgagee pursuant to this Section, nor shall anything contained
herein modify the obligation of Mortgagor to maintain and keep in force at all
times such insurance as is required by this Mortgage. Mortgagee may commingle
said reserve with its own funds and Mortgagor shall be entitled to no interest
thereon.

(g) Replacement Cost. Whenever Mortgagee requires insurance with full
replacement cost protection, such full replacement cost shall be determined
annually (except in the event of substantial changes, alterations or additions
to the Improvements or in the event of new construction undertaken by the
Mortgagor, in which event such full replacement cost shall be determined from
time to time as required to assure full replacement cost coverage). Such
determination of full replacement cost shall be made by written agreement of the
insurance carrier and Mortgagor, subject to the approval of

Mortgagee. If they cannot agree or the value shall not be approved by Mortgagee
within thirty (30) days after such request, such full replacement cost shall be
determined by an appraiser, architect or contractor who shall be acceptable to
Mortgagee. No omission on the part of Mortgagee to request any such
determination shall relieve Mortgagor of its obligations hereunder, and any such
determination to the contrary notwithstanding, Mortgagee may require Mortgagor
to obtain additional insurance as provided in this Section.

(h) Separate Insurance. Mortgagor shall not take out separate
insurance concurrent in form or contributing in the event of loss with that
required by this Section to be furnished by Mortgagor unless Mortgagee is a
named insured therein, with loss payable as provided herein. Mortgagor shall
immediately notify Mortgagee of the taking out of any such separate insurance
and shall cause the original policies in respect thereof or certificates
therefor to be delivered to Mortgagee.

(i) Compliance with Insurance Requirements. Mortgagor shall observe
and comply with the requirements of all policies of insurance required to be
maintained in accordance with this Mortgage and shall cause the requirements of
the companies writing such policies to be so performed and satisfied that at all
times companies of good standing satisfactory to Mortgagee shall be willing to
write and to continue such insurance. Notwithstanding any approval, disapproval,
acceptance or acquiescence by Mortgagee with respect to such insurance, or
Mortgagee's obtaining or failure to obtain any insurance, Mortgagee shall incur
no liability as to the form or legal sufficiency of insurance contracts, the
solvency of any insurer or the payment of any loss, and Mortgagor hereby
expressly assumes full responsibility therefor.

(j) Assignment of Policies upon Foreclosure. In the event of
foreclosure of this Mortgage or other transfer of title or assignment of any of
the Property in extinguishment, in whole or in part, of the debt guaranteed by
the Guaranty and secured hereby, all right, title and interest of Mortgagor in
and to all policies of insurance required by this Section with respect to such
Property and any unearned premiums paid thereon shall, without further act, be
assigned to and shall inure to the benefit of and pass to the successor in
interest to Mortgagor or the purchaser or grantee of the Property, and Mortgagor
hereby appoints Mortgagee its lawful attorney-in-fact to execute an assignment
thereof and any other document necessary to effect such transfer.

(k) Waiver of Subrogation. Mortgagor waives any and all right to claim
or recover against Mortgagee, its directors, officers, employees, agents and
representatives, for loss of or damage to Mortgagor, the Property, any other
property of Mortgagor, or any property of others under Mortgagor's control, from
any cause insured against or required to be insured against by the provisions of
this Mortgage.

(l) Requirements Supplemental. The requirements of this Mortgage with
respect to insurance and maintenance of the Property shall be supplemental to
and not exclusive of the requirements of the Credit Agreement and the Security
Agreement relating thereto.

7. Casualties; Insurance Proceeds.

(a) Notice of Casualties. Mortgagor shall give prompt written notice
thereof to Mortgagee after the happening of any material casualty to or in
connection with the Property or any part thereof, whether or not such casualty
is covered by insurance.

(b) Payment of Proceeds. Prior to any Event of Default, proceeds of
insurance in an amount not greater than $2,500,000 payable in connection with
any casualty affecting all or any portion of the Property shall be payable to
Mortgagor. Proceeds in any greater amount and, after an Event of Default, all
proceeds, payable in connection with any casualty affecting all or any portion
of the Property shall be payable to Mortgagee. Mortgagor hereby authorizes and
directs any affected insurance company to make payment of such proceeds directly
to Mortgagee. If Mortgagor receives any proceeds of insurance resulting from a
casualty which, pursuant to this Mortgage, are to be paid to Mortgagee,
Mortgagor shall promptly pay over such proceeds to Mortgagee. Mortgagor shall
not settle, adjust or compromise any claims for loss, damage or destruction of
the Property or any part thereof under any policy or policies of insurance in
connection with a loss in an amount greater than $1,000,000 without the prior
written consent of Mortgagee to such settlement, adjustment or compromise; and,
if Mortgagor is then in default hereunder, Mortgagee shall have the sole and
exclusive right, and Mortgagor hereby authorizes and empowers Mortgagee, to
settle, adjust or compromise any such claims.

(c) Use in Restoration. In the event of any damage to or destruction
of the Property, and provided that (i) at the time of such damage or destruction
or thereafter, an Event of Default does not exist hereunder, and (ii)
application of insurance proceeds to restoration of the Property will not, in
Mortgagee's reasonable judgment, impair Mortgagee's security for the obligations
secured hereby, insurance proceeds payable in connection with such damage or
destruction shall be applied, first, toward reimbursement of all of Mortgagee's
reasonable costs and expenses of recovering the proceeds, including reasonable
attorneys' fees; then, to payment of all sums advanced by Mortgagee to protect
the Property or the security for the Secured Obligations; then, to payment of
obligations then due under the Guaranty; then, to restoration of the Property,
upon such reasonable conditions as Mortgagee shall determine (it being expressly
understood and agreed that Mortgagee may condition disbursement of such proceeds
for restoration upon, among other things: delivery to Mortgagee by Mortgagor of
detailed plans and specifications providing for restoration in accordance with
all applicable Legal Requirements of all governmental authorities having
jurisdiction over the Project, together with a detailed estimate of the cost of
the work and schedule therefor and a construction contract satisfactory to
Mortgagee, with a contractor satisfactory to Mortgagee, for performance of the
work within the budgeted amount, and within the scheduled time for completion;
proof that the insurance required hereby is in force; proof that an amount equal
to the sum which Mortgagee is requested to disburse has theretofore been paid by
Mortgagor, or is then due and payable, for materials theretofore installed or
work theretofore performed upon the Property and properly includable in the cost
of repair, reconstruction or restoration thereof; proof that, after repair or
reconstruction, the Property will be at least as valuable as it was immediately
before the damage or condemnation occurred; and proof that the insurance
proceeds available for repair or restoration are sufficient, in Mortgagee's
determination, to pay for the total cost of repair or reconstruction, including
all associated development costs and interest projected to be payable on the
Secured Obligations until the repair or reconstruction is complete, or Mortgagor
must provide its own funds in an amount equal to the difference between the
proceeds available for repair or restoration and a reasonable estimate, made by
Mortgagor and found acceptable by Mortgagee, of the total cost of repair or
reconstruction); and, upon completion of the work of restoration and payment of
the cost thereof, any balance of such proceeds shall be applied to the
indebtedness guaranteed by the Guaranty, in such order as Mortgagee, in its sole
discretion, shall determine; and, if any then remains, it shall be paid over to
Mortgagor.

(d) Application by Mortgagee. If (i) at the time of such damage or
destruction or thereafter, an Event of Default exists hereunder, or (ii)
application of insurance proceeds to restoration

will, in Mortgagee's reasonable judgment, impair Mortgagee's security for the
obligations secured hereby, Mortgagee shall have the option, in its sole and
absolute discretion, (1) to apply all or any portion of such proceeds to any
indebtedness guaranteed by the Guaranty and in such order as Mortgagee may
determine, notwithstanding that said indebtedness or the performance of said
obligation may not be due according to the terms thereof, or (2) to apply all or
any portion of such proceeds to the restoration of the Property, subject to such
conditions as Mortgagee shall determine, or (3) to deliver all or any portion
such proceeds to Mortgagor, subject to such conditions as Mortgagee may
determine.

(e) Duty to Restore. Nothing in this Mortgage shall be deemed to
excuse Mortgagor from restoring, repairing and maintaining the Property, as
herein provided, regardless of whether or not insurance proceeds are available
for restoration, whether or not any such proceeds are sufficient in amount, or
whether or not the Property can be restored to the same condition and character
as existed prior to such damage or destruction.

8. Taxes and Impositions.

(a) Payment by Mortgagor. Mortgagor shall pay, or cause to be paid, at
least ten (10) days prior to delinquency, all real property taxes and
assessments, general and special, and all other taxes and assessments of any
kind or nature whatsoever, including, without limitation, non-governmental
levies or assessments such as maintenance charges, owner association dues or
charges or fees, levies or charges resulting from covenants, conditions or
restrictions affecting the Property, which are assessed or imposed upon the
Property, or become due and payable, and which create, may create or appear to
create a lien upon the Property, or any part thereof, or upon any personal
property, equipment or other facility used in the operation or maintenance
thereof (all of which taxes, assessments and charges, together with any and all
other taxes, and charges of a similar kind or nature are collectively referred
to hereinafter as "Impositions"); provided, however, that if, by law, any such
Imposition is payable, or may at the option of the taxpayer be paid, in
installments, Mortgagor may pay the same or cause it to be paid, together with
any accrued interest on the unpaid balance of such Imposition, in installments
as the same become due and before any fine, penalty, interest or cost may be
added thereto for the nonpayment of any such installment and interest.

(b) New Impositions. If at any time after the date hereof there shall
be assessed or imposed (i) a tax or assessment on the Property in lieu of or in
addition to the Impositions payable by Mortgagor pursuant to Subsection (a) of
this Section, or (ii) a license fee, tax or assessment imposed on Mortgagee and
measured by or based in whole or in part upon the amount of the Notes or other
obligations secured hereby, then all such taxes, assessments or fees shall be
deemed to be included within the term "Impositions" as defined in Subsection (a)
of this Section, and Mortgagor shall pay and discharge the same as herein
provided with respect to the payment of Impositions, if Mortgagor is permitted
by law to pay the same. If Mortgagor is prohibited by law from paying such
Impositions, then, at the option of Mortgagee, the indebtedness guaranteed by
the Guaranty and all other obligations secured hereby, together with all accrued
interest thereon, shall immediately become due and payable. Anything to the
contrary herein notwithstanding, Mortgagor shall have no obligation to pay any
franchise, estate, inheritance, income, excess profits or similar tax levied on
Mortgagee or on the obligations secured hereby.

(c) Proof of Payment. Subject to the provisions of Subsection (d) of
this Section, Mortgagor shall deliver to Mortgagee, within seven (7) days after
the date upon which any Imposition is

due and payable by Mortgagor in accordance with this Mortgage, official receipts
of the appropriate taxing authority, or other proof satisfactory to Mortgagee,
evidencing the payment thereof.

(d) Contest of Assessments. Mortgagor shall have the right before any
delinquency occurs to contest or object to the amount or validity of any such
Imposition by appropriate legal proceedings, but this shall not be deemed or
construed in any way as relieving, modifying or extending Mortgagor's covenant
to pay any such Imposition at the time and in the manner provided in this
Section unless Mortgagor has given prior written notice to Mortgagee of
Mortgagor's intent so to contest or object to an Imposition, and unless, at
Mortgagee's sole option, (i) Mortgagor shall demonstrate to Mortgagee's
satisfaction that the legal proceedings shall conclusively operate to prevent
the sale of the Property, or any part thereof, to satisfy such Imposition prior
to final determination of such proceedings; or (ii) Mortgagor shall furnish a
good and sufficient bond or surety as requested by and satisfactory to
Mortgagee; or (iii) Mortgagor shall demonstrate to Mortgagee's satisfaction that
Mortgagor has provided a good and sufficient undertaking as required or
permitted by law to accomplish a stay of any such sale.

(e) Reserve Fund. Upon request by Mortgagee following an Event of
Default, Mortgagor shall pay to Mortgagee an initial cash reserve in an amount
adequate to pay all Impositions for the ensuing tax fiscal year (or such lesser
amount as may then be specified by Mortgagee), and shall thereafter deposit with
Mortgagee each month, commencing with the first month after such request by
Mortgagee and continuing until all sums guaranteed by the Guaranty or otherwise
secured hereby are paid in full or Mortgagee gives notice to Mortgagor to cease
making such deposits, an amount equal to one-twelfth of the sum of the annual
Impositions, as reasonably estimated by Mortgagee. In such event, Mortgagor
further agrees to cause all bills, statements or other documents relating to
Impositions to be sent or mailed directly to Mortgagee. Upon receipt of such
bills, statements or other documents evidencing that Impositions are then
payable, and providing Mortgagor has deposited sufficient funds with Mortgagee
pursuant to this Section, Mortgagee shall pay such amounts as may be due
thereunder out of the funds so deposited with Mortgagee. If at any time and for
any reason the funds deposited with Mortgagee are or will be insufficient to pay
such amounts as may then or subsequently be due, Mortgagee may notify Mortgagor
and upon such notice Mortgagor shall immediately deposit an amount equal to such
deficiency with Mortgagee. Notwithstanding the foregoing, nothing contained
herein shall cause Mortgagee to be deemed a trustee of said funds or to be
obligated to pay any amounts in excess of the amount of funds deposited with
Mortgagee pursuant to this Section, nor shall anything contained herein modify
the obligation of Mortgagor to pay, or cause to be paid, all Impositions.
Mortgagee may commingle said reserve with its own funds and Mortgagor shall be
entitled to no interest thereon. Mortgagee may impound or reserve for future
payment of Impositions such portion of such payments as Mortgagee may in its
absolute discretion deem proper, applying the balance upon any indebtedness
guaranteed by the Guaranty or other obligation secured hereby in such order as
Mortgagee may determine, notwithstanding that said indebtedness or the
performance of said obligation may not yet be due according to the terms
thereof. Should Mortgagor fail to deposit with Mortgagee (exclusive of that
portion of said payments which has been applied by Mortgagee upon any
indebtedness guaranteed by the Guaranty or other obligation secured hereby) sums
sufficient to fully pay such Impositions at least thirty (30) days before
delinquency thereof, Mortgagee may, at Mortgagee's election, but without any
obligation so to do, advance any amounts required to make up the deficiency,
which advances, if any, together with interest thereon at an annual rate equal
to the Agreed Rate, shall be secured hereby and shall be repayable to Mortgagee
upon demand; or, at the option of Mortgagee, Mortgagee may, without making any
advance whatever, apply any sums held by it upon any indebtedness guaranteed by
the Guaranty or other obligation secured hereby, in such order as Mortgagee may
determine, notwithstanding

that said indebtedness or the performance of said obligation may not yet be due
according to the terms thereof.

(f) Joint Assessment. Mortgagor shall not initiate, and, to the
maximum extent permitted by law, shall not suffer or permit the joint assessment
of any real and personal property which may constitute all or a portion of the
Property or any other procedure whereby the lien of real property taxes and the
lien of personal property taxes shall be assessed, levied or charged to the
Property as a single lien.

(g) Tax Service. Mortgagor shall cause to be furnished to Mortgagee
a tax reporting service, covering the Property, of the type and duration, and
with a company, satisfactory to Mortgagee.

9. Liens. Mortgagor shall pay and promptly discharge, at Mortgagor's
cost and expense, all liens, encumbrances and charges upon the Property, or any
part thereof or interest therein. If Mortgagor shall fail to remove and
discharge any such lien, encumbrance or charge, then, in addition to any other
right or remedy of Mortgagee, Mortgagee may, but shall not be obligated to,
discharge the same, either by paying the amount claimed to be due, or by
procuring the discharge of such lien, encumbrance or charge by depositing in a
court a bond or the amount claimed or otherwise giving security for such claim,
or by procuring such discharge in such manner as is or may be prescribed by law.
Mortgagor shall, immediately upon demand therefor by Mortgagee, pay to Mortgagee
an amount equal to all costs and expenses incurred by Mortgagee in connection
with the exercise by Mortgagee of the foregoing right to discharge any such
lien, encumbrance or charge, together with interest thereon from the date of
such expenditure at an annual rate equal to the Agreed Rate.

10. Leaseholds, Leases, Easements, and Servitudes.

(a) Leaseholds and Leases.

i) Mortgagor agrees to duly and punctually pay when due all rents
and other payments due under each of the Ground Leases; to at all times
perform all covenants, agreements, terms and conditions imposed on or
assumed by Mortgagor as lessee under each of the Ground Leases; to cause
each of the Ground Leases to remain in effect so long as any portion of any
indebtedness guaranteed by the Guaranty or otherwise secured hereby shall
be unpaid; to pay or cause the lessor under each such Ground Lease (the
"Ground Lessor") or any prior lessees of the Property to pay any portion of
the impositions, including taxes, assessments, rates and charges to be
borne by such Ground Lessor or such other lessees that have or might become
a lien on the Property or the leasehold estate; to do all things necessary
to keep unimpaired Mortgagor's right in and to the estate created by each
of the Ground Leases; to refrain from doing anything which would impair
Mortgagor's right in and to the estate of each of the Ground Leases or
which would be grounds for declaring a forfeiture or causing a termination
or cancellation of any of the Ground Leases. To prevent any default
thereunder or forfeiture or impairment thereof, Mortgagor shall not, except
with the prior written consent of the Mortgagee:

1) Cancel, terminate, abandon, or surrender any of the
Ground Leases, or consent to or accept any cancellation or termination
thereof, or permit any

condition or event to exist which would terminate or cancel the same,
or permit such termination or cancellation;

2) Amend, modify, change, supplement or alter ("Amendments")
any of the Ground Leases, whether orally or in writing if the effect
of such Amendment, together with all other Amendments, is to increase
materially the obligations of Mortgagor thereunder or to confer any
additional rights on the Ground Lessor of such Ground Lease that could
reasonably be expected to be materially adverse to Mortgagor or
Mortgagee, but Mortgagor shall not make any Amendments to the rent,
term, or use or development provisions of any Ground Lease without the
prior written consent of Mortgagee; or

3) Take any action in connection with any of the Ground
Leases which would presently or hereafter have the effect of impairing
the value of Mortgagor's interest thereunder, or of the Property, or
of impairing the interest of Mortgagee in any of the Ground Leases or
in the Property.

ii) Mortgagor further agrees that it will promptly deliver to
Mortgagee an exact copy of any notice, communication, plan, specification
or other instrument or document received or given by Mortgagor in any way
relating to or affecting any of the Ground Leases or the Property which may
concern or affect the estate of the lessor in or under any of the Ground
Leases or in the Property; and upon the failure of Mortgagor with respect
to any of the covenants and agreements in this Section 10, Mortgagee may,
at its option, declare all sums guaranteed by the Guaranty or otherwise
secured by this Mortgage or by any other Loan Document (as defined in the
Credit Agreement) to be immediately due and payable, and avail itself of
any remedies provided for herein; and neither the exercise nor the failure
to exercise the foregoing option by Mortgagee shall be deemed a waiver or
release of its right thereafter to declare an Event of Default under this
Mortgage or any other Loan Document by reason of said failure of Mortgagor
to keep, observe and perform its obligations under such Loan Document, or
be deemed an election of remedies by Mortgagee.

iii) As further security for all indebtedness guaranteed by the
Guaranty or otherwise secured hereby, and for the performance of covenants
herein contained and in each of the Ground Leases contained, Mortgagor
hereby assigns to Mortgagee all of Mortgagor's rights, privileges and
prerogatives as lessee under each of the Ground Leases, whether now
existing or hereafter acquired, to terminate, cancel, modify, change,
supplement, alter, amend or extend any of the Ground Leases or to purchase
the demised premises of any of the Ground Leases. Any such termination,
cancellation, modification, change, supplement, alteration, amendment, or
extension of any of the Ground Leases without the prior written consent
thereto by Mortgagee shall be void and of no force and effect.

iv) Any waiver or forbearance of enforcement by Mortgagee with
respect to any default in any of Mortgagor's obligations under any of the
Ground Leases, whether pursuant to the Ground Lease, or otherwise, shall
not release Mortgagor of any of its obligations under this Mortgage,
including its obligations with respect to payment of rentals as provided in
each of the Ground Leases and the performance of all of the terms,
provisions, covenants, conditions and agreements contained in each of the
Ground Leases to be performed by Mortgagor.

v) Upon Mortgagor's failure to perform any of its covenants,
agreements, terms or conditions imposed on or assumed by Mortgagor as
lessee under any of the Ground Leases, Mortgagee may, at its option, but
shall not be obligated to, take any action Mortgagee deems necessary or
desirable to cure any default by Mortgagor in the performance of or
compliance with any of Mortgagor's covenants or obligations under any of
the Ground Leases. Upon receipt by Mortgagee of any written notice from any
Ground Lessor of any default by the Mortgagor as lessee thereunder,
Mortgagee may rely thereon and take any action as aforesaid to cure any
such alleged default if, in Mortgagee's sole judgment, such alleged default
could result in immediate termination of such Ground Lease even though the
existence of such default or the nature thereof is questioned or denied by
Mortgagor or by any party acting on behalf of Mortgagor. Mortgagor hereby
grants to Mortgagee and agrees that Mortgagee, its officers, employees,
agents, and workmen shall have the absolute and immediate right to enter in
and on the Property to the extent and as often as Mortgagee, in its sole
discretion, deems necessary for the purpose of taking such action as
provided in the preceding sentences. Any expenditure or payments made or
incurred by Mortgagee in curing or commencing to cure any such alleged
default or potential default shall be an advance secured by the lien of
this Mortgage, and shall bear interest at the Agreed Rate from the date of
such advance, and shall, at the option of Mortgagee, be immediately
repayable upon demand. Should Mortgagor fail to repay Mortgagee any such
advance with interest as herein provided within ten (10) days after demand
of the same, Mortgagee may, at its option, declare all sums guaranteed by
the Guaranty or otherwise secured by this Mortgage or by any other Loan
Document to be immediately due and payable, and avail itself of any
remedies provided for herein; and neither the exercise nor the failure to
exercise the foregoing option by Mortgagee shall be deemed a waiver or
release of its right thereafter to declare an Event of Default under this
Mortgage by reason of said failure of Mortgagor to keep, observe and
perform its obligations under each of the Ground Leases or hereunder, or be
deemed an election of remedies by Mortgagee. Any such action of Mortgagee
to cure a default of Mortgagor under a Ground Lease shall not without
Mortgagee's consent, remove or waive the corresponding Event of Default
under the terms hereof.

vi) If both the lessor's and lessee's estates under the Ground
Lease shall at any time become vested in one owner, this Mortgage and the
lien created hereby shall not be destroyed or terminated by application of
the doctrine of merger; and in such event, Mortgagee shall continue to have
and to enjoy all of the rights, title interest and privileges of Mortgagee
as to the separate estates. In the event that Mortgagor shall acquire fee
simple title to the Property at any time prior to the payment in full of
all indebtedness guaranteed by the Guaranty or otherwise secured by this
Mortgage, such fee simple title shall not merge with the leasehold estate
encumbered by this Mortgage, but such fee simple title shall, without
further action on the part of Mortgagor, continue to be subject to the lien
and security interest hereof. In the event of such acquisition by
Mortgagor, Mortgagor agrees to execute and deliver to Mortgagee such
further instruments, covenants, and assurances as Mortgagee may reasonably
require in order to further confirm and assure that the fee simple title so
acquired by Mortgagor is and continues to be subject to the covenants,
terms, agreements, conditions, lien and security interest of this Mortgage.
In addition, if both the lessor's and lessee's estates under any of the
Ground Leases shall at any time become vested in one owner, any Leases then
existing shall not be destroyed or terminated by application of the law of
merger or as a matter of law unless Mortgagee shall so elect in writing.

vii) Notwithstanding anything to the contrary herein contained
with respect to any Ground Lease:

1) The lien of this Mortgage attaches to all of Mortgagor's
rights and remedies at any time arising under or pursuant to
Subsection 365(h) of the Bankruptcy Code, 11 U.S.C. Sections 101 et
seq. (the "Bankruptcy Code"), including, without limitation, all of
Mortgagor's rights to remain in possession of the Property.

2) Mortgagor shall not, without Mortgagee's written consent,
elect to treat any of the Ground Leases as terminated under subsection
365(h)(1) of the Bankruptcy Code. Any such election made without
Mortgagee's prior written consent shall be void.

3) As security for the Secured Obligations, Mortgagor hereby
unconditionally assigns, transfers and sets over to Mortgagee all of
Mortgagor's claims and rights to the payment of damages arising from
any rejection by any lessor of any of the Ground Leases under the
Bankruptcy Code. Mortgagee and Mortgagor shall proceed jointly or in
the name of Mortgagor in respect of any claim, suit, action or
proceeding relating to the rejection of any Ground Lease, including,
without limitation, the right to file and prosecute any proofs of
claim, complaints, motions, applications, notices and other documents
in any case in respect of such lessor under the Bankruptcy Code. This
assignment constitutes a present, irrevocable and unconditional
assignment of the foregoing claims, rights and remedies, and shall
continue in effect until all of the Secured Obligations shall have
been satisfied and discharged in full. Any amounts received by
Mortgagee or Mortgagor as damages arising out of the rejection of any
Ground Lease as aforesaid shall be applied first to all costs and
expenses of Mortgagee (including, without limitation, attorneys' fees
and costs) incurred in connection with the exercise of its rights or
remedies under this Section 10(a) and then in accordance with the
other applicable provisions of this Mortgage.

4) If, pursuant to subsection 365(h)(1) of the Bankruptcy
Code, Mortgagor seeks to offset against the rent reserved in any
Ground Lease the amount of any damages caused by the nonperformance by
the lessor thereunder of such lessor's obligations under such Ground
Lease after the rejection by lessor of such Ground Lease under the
Bankruptcy Code, Mortgagor shall, prior to effecting such offset,
notify Mortgagee in writing of its intent so to do, setting forth the
amounts proposed to be so offset, and, in the event Mortgagee objects,
Mortgagor shall not effect offset of the amounts so objected to by
Mortgagee. If Mortgagee has failed to object as aforesaid within ten
days after notice from Mortgagor in accordance with the first sentence
of this Section 10(a)(vii)(4), Mortgagor may proceed to offset the
amounts set forth in Mortgagor's notice.

5) If any action, proceeding, motion or notice shall be
commenced or filed in respect of any lessor or the Property or any
portion thereof in connection with any case under this Bankruptcy
Code, Mortgagee and Mortgagor shall cooperatively conduct and control
any such litigation with counsel agreed upon between Mortgagor and
Mortgagee in connection therewith. Mortgagor shall, upon demand, pay
to Mortgagee
24

all costs and expenses (including reasonable attorneys' fees and
costs) paid or incurred by Mortgagee in connection with the
cooperative prosecution or conduct of any such proceedings. All such
costs and expenses shall be secured by the lien of this Mortgage.

6) Mortgagor shall promptly, after obtaining knowledge
thereof, notify Mortgagee orally of any filing by or against any
lessor of a petition under the Bankruptcy Code. Mortgagor shall
thereafter promptly give written notice of such filing to Mortgagee,
setting forth any information available to Mortgagor as to the data of
such filing, the court in which such petition was filed, and the
relief sought therein. Mortgagor shall promptly deliver to Mortgagee,
following its receipt thereof, any and all notices, summonses,
pleadings, applications and other documents received by Mortgagor in
connection with any such petition and any proceedings relating
thereto.

viii) To the extent permitted by law, the price payable by
Mortgagor or any other party in the exercise of the right of redemption, if
any, from any sale under or decree of foreclosure of this Mortgage shall
include all rents and other amounts paid and other sums advanced by
Mortgagee on behalf of Mortgagor as the lessee under the Ground Leases.

ix) Mortgagor hereby grants and assigns to Mortgagee a security
interest in all prepaid rent and security deposits and all other security
which the lessors under the Ground Leases may hold now or later for the
performance of Mortgagor's obligations as the lessee under the Ground
Leases.

x) Mortgagor shall not, without Mortgagee's written consent, fail
to exercise any option or right to renew or extend the term of any Ground
Lease at least six months prior to the date of termination of any such
option or right, shall give immediate written notice thereof to Mortgagee,
and shall execute, acknowledge, deliver and record any document reasonably
requested by Mortgagee to evidence the lien of this Mortgage on such
extended or renewed lease term. If Mortgagor shall fail to exercise any
such option or right as aforesaid, Mortgagee may exercise the option or
right as Mortgagors' agent and attorney-in-fact pursuant to Section
10(a)(xiii) below of this Mortgage, or in Mortgagee's own name or in the
name of and on behalf of a nominee of Mortgagee, as Mortgagee may determine
in the exercise of its sole and absolute discretion.

xi) All subleases entered into by Mortgagor (and all existing
subleases modified or amended by Mortgagor) shall provide that such
subleases are subordinate to the lien of this Mortgage and any extensions,
replacements and modifications of this Mortgage and the obligations secured
hereby and that if Mortgagee forecloses under this Mortgage or enters into
a new lease with any lessor under a Ground Lease pursuant to the provisions
for a new lease, if any, contained in the applicable Ground Lease or any
document supplementing the Ground Lease, then the sublessee shall attorn to
Mortgagee or its assignee and the sublease will remain in full force and
effect in accordance with its terms and notwithstanding the termination of
the applicable Ground Lease.

xii) Mortgagor shall not waive, excuse, condone or in any way
release or discharge the lessor under any Ground Lease of or from such
lessor's material obligations,
25

covenants and/or conditions under the Ground Lease without the prior
written consent of Mortgagee.

xiii) If any default under any Ground Lease shall have occurred
and be continuing, Mortgagor shall promptly execute, acknowledge and
deliver to Mortgagee such instruments as may reasonably be required to
permit Mortgagee to cure such default under such Ground Lease or permit
Mortgagee to take such other action required to enable Mortgagee to cure or
remedy the matter in default and preserve the security interest of
Mortgagee under this Mortgage with respect to such Ground Lease. Mortgagor
hereby irrevocably appoints Mortgagee as its true and lawful
attorney-in-fact to do, in its name or otherwise, any and all acts and to
execute any and all documents which are necessary to preserve any rights of
Mortgagor under or with respect to any of the Ground Leases, including,
without limitation, the right to effectuate any extension or renewal of any
of the Ground Leases, or to preserve any rights of Mortgagor whatsoever in
respect of any part of any of the Ground Leases (and the above powers
granted to Mortgagor are coupled with an interest and shall be
irrevocable).

The generality of the provisions of this Section 10(a) relating to the Ground
Leases shall not be limited by other provisions of this Mortgage setting forth
particular obligations of Mortgagor which are also required of Mortgagor with
respect to the Ground Leases or the Property.

(b) Easement. If an easement or other incorporeal right constitutes a
portion of the Real Property, Mortgagor agrees not to terminate or materially
amend, change, or modify such easement or other right or interest, or any right
thereto or interest therein, without the prior written consent of Mortgagee.
Consent to one amendment, change, agreement or modification shall not be deemed
to be a waiver of the right to require consent to other, future or successive
amendments, changes, agreements or modifications. Mortgagor agrees to perform
all obligations and agreements with respect to said easement or other right or
interest and shall not take any action or omit to take any action which would
effect or permit the termination thereof. Mortgagor agrees to promptly notify
Mortgagee in writing with respect to any default or alleged default by any party
thereto and to deliver to Mortgagee copies of all notices, demands, complaints
or other communications received or given by Mortgagor with respect to any such
default or alleged default. Mortgagee shall have the option to cure any such
default and to perform any or all of Mortgagor's obligations thereunder or with
respect thereto. All sums expended by Mortgagee in curing any such default shall
be secured hereby and shall be immediately due and payable without demand or
notice and shall bear interest from date of expenditure at an annual rate equal
to the Agreed Rate.

11. Further Acts. Mortgagor shall do and perform all acts necessary to
keep valid and effective the charges and lien hereof, to carry into effect its
object and purposes, to protect the lawful owners of the Guaranty and other
obligations secured hereby; shall execute and deliver to Mortgagee at any time,
upon request of Mortgagee, all other and further instruments in writing
necessary to vest in and secure to Mortgagee each and every part of the Real
Property and to Mortgagee the Rents therefrom and rights and interest of
Mortgagee therein or with respect thereto; and, upon request by the Mortgagee,
shall supply evidence of fulfillment of each of the covenants herein contained
concerning which a request for such evidence has been made.

12. Pledge and Assignment of Leases and Rents and Incorporeals.

(a) Pledge and Assignment to Mortgagee; Mortgagor's Limited License to
Collect Prior to Default. Notwithstanding any language contained herein, or in
any other document, to the contrary, Mortgagor hereby irrevocably and absolutely
pledges and assigns and transfers to Mortgagee as security for the Secured
Obligations, whether now existing or arising hereafter, up to a maximum amount
outstanding of $120,000,000 at any time or from time to time and pursuant to the
provisions of La. R.S. 9:4401 et seq., without having to first take possession
of the Property, all Rents, and all present and future Leases and other rental
agreements, reserving unto Mortgagor a license to collect such Rents prior to
written notice to Mortgagor of the occurrence of any Event of Default.
Subsequent to the occurrence of an Event of Default, and written notice to
Mortgagor thereof, any Rents, including those past due, unpaid or undetermined,
may be collected by Mortgagee or its agent, and any amount so collected shall be
applied, less costs and expenses of operation and collection, including
reasonable attorneys' fees, to any indebtedness guaranteed by the Guaranty
and/or other obligations secured hereby, and in such order as Mortgagee shall
determine. The collection of such Rents, and the application thereof as
aforesaid, shall not cure or constitute a waiver of any default or notice of
default hereunder or invalidate any act done pursuant to such notice. Mortgagor
and Mortgagee intend that this pledge assignment shall be a present, absolute
and unconditional assignment, and shall, immediately upon the execution hereof,
subject to the license granted above, give Mortgagee, and its agent, the right
to collect the Rents and to apply them as aforesaid. Nothing contained herein,
nor any collection of Rents by Mortgagee, or its agent or a keeper, shall be
construed to make Mortgagee (i) a "Mortgagee-in-Possession" of the Property so
long as Mortgagee has not itself entered into actual possession of the Property;
(ii) responsible for performing any of the obligations of the lessor under any
Lease; (iii) responsible for any waste committed by lessees or any other
parties, any dangerous or defective condition of the Property, or any negligence
in the management, upkeep, repair or control of the Property; or (iv) liable in
any manner for the Property or the use, occupancy, enjoyment or operation of all
or any part of it.

(b) No Other Assignments. Mortgagor hereby represents to Mortgagee
that there is no assignment or pledge of any Leases of, or Rentals from, the
Property now in effect, and covenants that, until the Notes are fully paid and
the other Secured Obligations are fully satisfied, Mortgagor will not make any
such assignment or pledge to anyone other than Mortgagee nor will it accept any
periodic payments which are to be made pursuant to such Leases or Rents more
than ten (10) days in advance of the date on which such payments are due.

(c) Incorporeal rights. Mortgagor further hereby irrevocably and
absolutely pledges and assigns and transfers to Mortgagee as security for the
Secured Obligations, whether now existing or arising hereafter, up to a maximum
amount outstanding at any time or for an outstanding amount of $120,000,000 at
any time or from time to time, and pursuant to the provision of La. R.S. 9:5386
all rights to receive proceeds attributable to the insurance loss of all or any
part of the Property, which pledge and assignment shall be effective on the date
hereof and shall have effect, other than between Mortgagor and Mortgagee, and
shall be perfected, upon recordation of this Mortgage in the mortgage records of
the Parish of Calcasieu, Louisiana. Mortgagor further grants Mortgagee a mandate
and power of attorney, coupled with an interest, to carry out the grants and
pledges provided hereby.

13. Actions Affecting Property. Mortgagor shall give Mortgagee prompt
written notice of the assertion of any claim with respect to, or the filing of
any action or proceeding affecting or

purporting to affect, the Property, or title thereto or any right of possession
thereof, or this Mortgage or the security hereof or the rights or powers of
Mortgagee hereunder. Mortgagor shall appear in and contest any such action or
proceeding at Mortgagor's sole expense; and shall pay all costs and expenses,
including cost of evidence of title and attorneys' fees, in any such action or
proceeding in which Mortgagee may appear.

14. Eminent Domain. If any proceeding or action be commenced for the
taking of the Property, or any part thereof or interest therein, for public or
quasi-public use under the power of eminent domain, condemnation or otherwise,
or if the same be taken or damaged by reason of any public improvement or
condemnation proceeding, or in any other manner, or should Mortgagor receive any
notice or other information regarding such proceeding, action, taking or damage
(including, without limitation, a proposal to purchase the Property or some
portion thereof in lieu of condemnation), Mortgagor shall give prompt written
notice thereof to Mortgagee. Mortgagee shall be entitled, at its option, without
regard to the adequacy of its security, to investigate and negotiate with the
condemnor concerning the proposed taking, to commence, appear in and prosecute
in its own name any such action or proceeding, and, if an Event of Default then
exists hereunder, to make any compromise or settlement in connection with such
taking or damage. Mortgagor shall not compromise or settle any such action or
proceeding or agree to any sale in lieu of condemnation without the prior
written consent of Mortgagee. All compensation, awards, damages, rights of
action and proceeds awarded to Mortgagor by reason of any such taking, transfer
or damage (the "Award") are hereby pledged and assigned to Mortgagee as security
for the Secured Obligations, whether now existing or arising hereinafter, up to
a maximum outstanding of $120,000,000 at any time or from time to time, and
Mortgagor agrees to execute such further assignments of the Award as Mortgagee
may require. After deducting therefrom all costs and expenses (regardless of the
particular nature thereof and whether incurred with or without suit), including
attorneys' fees, incurred by it in connection with any such negotiations, action
or proceeding (whether or not prosecuted to judgment), Mortgagee shall, if (i)
an Event of Default does not then exist hereunder, and (ii) if application of
the Award to restoration of the Property will not, in Mortgagee's reasonable
judgment, impair Mortgagee's security for the Secured Obligations, apply the
Award to the restoration of the Property, subject to such conditions as
Mortgagee shall determine (it being expressly understood and agreed that
Mortgagee may condition disbursement of such proceeds for restoration upon proof
that an amount equal to the sum which Mortgagee is requested to disburse has
theretofore been paid by Mortgagor without reimbursement therefor, or is then
due and payable, for materials theretofore installed or work theretofore
performed upon the Property and properly includable in the cost of repair,
reconstruction or restoration thereof). If, at the time of receipt by Mortgagee
of such proceeds, (i) an Event of Default then exists hereunder, or (ii)
application of the Award to restoration will, in Mortgagee's reasonable
judgment, impair Mortgagee's security for the Secured Obligations, Mortgagee
shall have the option, in its sole and absolute discretion, (1) to apply all or
any portion of the Award upon any indebtedness guaranteed by the Guaranty and in
such order as Mortgagee may determine, notwithstanding that said indebtedness or
the performance of said obligation may not be due according to the terms
thereof, or (2) to apply all or any portion of the Award to the restoration of
the Property, subject to such conditions as Mortgagee may determine, or (3) to
deliver all or any portion of the Award, after such deductions, to Mortgagor,
subject to such conditions as Mortgagee may determine (and, if the Award is not
sufficient to satisfy the Secured Obligations in full, Mortgagor shall
immediately pay any remaining balance, together with all accrued interest
thereon). Nothing herein contained shall be deemed to excuse Mortgagor from
restoring, repairing and maintaining the Property, as herein provided,
regardless of whether or not the Award is available for restoration, whether or
not any such Award is sufficient in amount, or whether or not the Property can
be restored to the same condition and character as existed

prior to such damage or partial taking. Mortgagor hereby specifically,
unconditionally and irrevocably waives all rights of a property owner under all
laws which provide for allocation of condemnation proceeds between a property
owner and a lienholder.

15. Due on Sale. Except as otherwise permitted by the Credit
Agreement, if Mortgagor shall sell or convey, or create or permit to exist any
mortgage, pledge, security interest or other encumbrance on, or in any other
manner alienate or otherwise "transfer" the Real Property hereby encumbered or
any part thereof or any interest therein, or shall enter into any agreement for
the same, or shall be divested of its title in any manner or way, whether
voluntary or involuntary or by merger, without the written consent of Mortgagee
being first had and obtained, any indebtedness guaranteed by the Guaranty or
other obligation secured hereby, irrespective of the maturity dates expressed in
the Notes or any other notes evidencing the same, at the option of Mortgagee,
and without demand or notice, shall immediately become due and payable. Consent
to one such transaction shall not be deemed to be a waiver of the right to
require consent to future or successive transactions. Mortgagee may grant or
deny such consent in its sole discretion and, if consent should be given, any
such transfer shall be subject to this Mortgage, and any such transferee shall
assume all obligations hereunder and agree to be bound by all provisions
contained herein. Such assumption shall not, however, release Mortgagor or any
maker or guarantor of any Secured Obligation from any liability with respect
thereto without the prior written consent of Mortgagee. As used herein,
"transfer" includes the direct or indirect sale, agreement to sell, transfer,
conveyance, pledge, collateral assignment or hypothecation of the Real Property,
or any portion thereof or interest therein, whether voluntary, involuntary, by
operation of law or otherwise, the execution of any installment land sale
contract or similar instrument affecting all or a portion of the Real Property,
or the lease of all or substantially all of the Real Property. The term
"transfer" shall also include the direct or indirect transfer, assignment,
hypothecation or conveyance of legal or beneficial ownership of any stock in
Mortgagor.

16. Partial or Late Payments. By accepting payment of any indebtedness
guaranteed by the Guaranty after its due date, Mortgagee does not waive its
right either to require prompt payment, when due, of all other indebtedness so
secured or to declare default, as herein provided, for failure to so pay.

17. Release By Mortgagee. Upon payment in full of all Secured
Obligations and upon cancellation of the Guaranty by Mortgagee, the Mortgagee
shall execute, without warranty or recourse, a release of this Mortgage all at
the expense of Mortgagor.

18. Right of Mortgagee to Appear. If, during the existence of the
trust created hereby, there be commenced or pending any suit or action
materially and adversely affecting the Property, or any part thereof, or the
title thereto, or if any adverse claim for or against the Property, or any part
thereof, be made or asserted, the Mortgagee may appear or intervene in the suit
or action and retain counsel therein and, unless such suit or action is being
diligently contested in good faith by Mortgagor and Mortgagor shall have
established and maintained adequate reserves with Mortgagee for the full payment
and satisfaction of such suit or action if determined adversely to Mortgagor,
may defend same, or otherwise take such action therein as the Mortgagee may be
advised and may pay and expend such sums of money as the Mortgagee may deem to
be necessary and Mortgagor shall pay all reasonable costs and expenses of
Mortgagee incurred in connection therewith.

19. Performance by Mortgagee. If Mortgagor fails to make any payment
or perform any act as and in the manner provided in any of the Loan Documents,
then the Mortgagee, at its election and without any obligation to do so, after
the giving of reasonable notice to the Mortgagor, or any successor in interest
of the Mortgagor, or any of them and without releasing Mortgagor from any
obligation hereunder, may make such payment or perform such act and incur any
liability, or expend whatever amounts, in its absolute discretion, it may deem
necessary therefor. In connection therewith (without limiting their general and
other powers, whether conferred herein, in another Loan Document or by law),
Mortgagee shall have and is hereby given the right, but not the obligation, (i)
to enter upon and take possession of the Property; (ii) to make additions,
alterations, repairs and improvements to the Property which it may consider
necessary or proper to keep the Property in good condition and repair; (iii) to
appear and participate in any action or proceeding affecting or which may affect
the security hereof or the rights or powers of Mortgagee; (iv) to pay, purchase,
contest or compromise any encumbrance, claim, charge, lien or debt which in the
judgment of either may affect or appears to affect the security of this Mortgage
or to be prior or superior hereto; and (v) in exercising such powers, to pay
necessary expenses, including employment of counsel and other necessary or
desirable consultants. All sums incurred or expended by the Mortgagee, under the
terms hereof (including, without limiting the generality of the foregoing, costs
of evidence of title, court costs, appraisals, surveys, and keeper's,
Mortgagee's and attorneys' fees, costs and expenses (including, without
limitation, the fees and expenses of attorneys for Mortgagee), whether or not an
action is actually commenced in connection therewith), shall be a part of the
Secured Obligations and shall become due and payable by Mortgagor to Mortgagee
within ten (10) days and shall bear interest until paid at an annual percentage
rate equal to the Agreed Rate. In no event shall payment by Mortgagee be
construed as a waiver of the default occasioned by Mortgagor's failure to make
such payment or payments.

20. Inspections. Mortgagee, or its agents, representatives or workers,
are authorized to enter at any reasonable time upon or in any part of the
Property for the purpose of inspecting the same and for the purpose of
performing any of the acts it is authorized to perform hereunder or under the
terms of any of the Loan Documents.

21. Invalidity of Lien. If the lien of this Mortgage is invalid or
unenforceable as to any part of the debt, or if the lien is invalid or
unenforceable as to any part of the Property, the unsecured or partially secured
portion of the debt shall be completely paid prior to the payment of the
remaining and secured or partially secured portion of the debt, and all payments
made on the debt, whether voluntary or under foreclosure or other enforcement
action or procedure, shall be considered to have been first paid on and applied
to the full payment of that portion of the debt which is not secured or is not
fully secured by the lien of this Mortgage.

22. Subrogation. To the extent that any sums advanced by Mortgagee are
used to pay any outstanding lien, charge or prior encumbrance against the
Property, such sums shall be deemed to have been advanced by Mortgagee at
Mortgagor's request and Mortgagee shall be subrogated to any and all rights and
liens held by any owner or holder of such outstanding liens, charges and prior
encumbrances, regardless of whether said liens, charges or encumbrances are
released.

23. Events of Default. Mortgagor will be in default under this
Mortgage upon the occurrence of any one or more of the following events (some or
all collectively, "Events of Default"; any one singly, an "Event of Default"):

(a) Failure to Pay. Any amount due under any of the Notes, the
Guaranty, the Credit Agreement, this Mortgage or any other Loan Document, or any
other amount the payment of which is secured hereby, is not paid when due; or

(b) Other Breaches Hereof. A breach by Mortgagor of any
representation, warranty or covenant in this Mortgage which is not cured within
any applicable notice and cure period provided in the Credit Agreement with
respect to such breach; or

(c) Defaults Under Other Loan Documents. The occurrence under any of
the Loan Documents of an "Event of Default" (as defined therein).

24. Remedies. At any time after an Event of Default, Mortgagee and
Mortgagee will be entitled to invoke any and all of the following rights and
remedies, all of which will be cumulative, and the exercise of any one or more
of which shall not constitute an election of remedies:

(a) Acceleration. Mortgagee may declare any or all of the Secured
Obligations to be due and payable immediately, without presentment, demand,
protest or notice of any kind.

(b) Keeper. Mortgagee may apply to any court of competent jurisdiction
for, and obtain appointment of, a keeper for the Property or any part thereof,
without notice to Mortgagor or anyone claiming under Mortgagor, and without
regard to the then value of the Property or the adequacy of any security for the
Secured Obligations, and Mortgagor hereby irrevocably consents to such
appointment and waives notice of any application therefor. Any such keeper or
keepers shall have all the usual powers and duties of keepers in like or similar
cases and all the powers and duties of Mortgagee in case of entry as provided
herein and in the Credit Agreement and shall continue as such and exercise all
such powers until the later of (i) the date of confirmation of sale of all of
the Property; (ii) the disbursement of all proceeds of the Property collected by
such keeper and the payment of all expenses incurred in connection therewith; or
(iii) the termination of such receivership with the consent of Mortgagee or
pursuant to an order of a court of competent jurisdiction. Mortgagee may also
request, in connection with any foreclosure proceeding hereunder, that the
Louisiana Gaming Commission petition a District Court of the State of Louisiana
for the appointment of a supervisor to conduct the normal gaming activities on
the Property following such foreclosure proceeding. The compensation of the
keeper is hereby fixed at 1% of the amount due or sued for or claimed or sought
to be protected, preserved, or enforced, and shall constitute a part of the
Secured Obligations.

(c) Foreclosure. The Mortgagor hereby acknowledges the Secured
Obligations, whether now existing or to arise hereafter, and confesses judgment
thereon if the Secured Obligations are not paid at maturity, and does by these
presents consent, agree and stipulate that if any portion of the Secured
Obligations is not promptly and fully paid upon demand when due, or if there
should occur an Event of Default as defined above, the Secured Obligations
shall, at the option of the Mortgagee, become immediately due and payable and it
shall be lawful for the Mortgagee, without making a demand and without notice or
putting in default, the same being hereby expressly waived, to cause all and
singular the Property to be seized and sold by executory process, without
appraisement (appraisement being hereby expressly waived), either in its
entirety or in lots or parcels, as the Mortgagee may determine, to the highest
bidder for cash, or on such terms as plaintiff in such proceedings may direct.

The Mortgagor hereby expressly waives: (a) the benefit of
appraisement, as provided in Articles 2332, 2336, 2723 and 2724, Louisiana Code
of Civil Procedure, and all other laws conferring the same; (b) the demand and
three (3) days delay accorded by Articles 2639 and 2721, Louisiana Code of Civil
Procedure; (c) the notice of seizure required by Articles 2293 and 2721,
Louisiana Code of Civil Procedure; (d) the three (3) days delay provided by
Articles 2331 and 2722, Louisiana Code of Civil Procedure; and (e) the benefit
of the other provisions of Articles 2331, 2722 and 2723, Louisiana Code of Civil
Procedure, and the benefit of any other Articles or laws relating to rights of
appraisement, notice, or delay not specifically mentioned above; and the
Mortgagor expressly agrees to the immediate seizure of the Property in the event
of suit hereon.

(d) Entry. Mortgagee, in person, by agent or by court-appointed
keeper, may enter, take possession of, manage and operate all or any part of the
Property, subject to applicable Gaming Laws (as defined in the Credit
Agreement), and may also do any and all other things in connection with those
actions that Mortgagee may, in its sole discretion, consider necessary and
appropriate to protect the security of this Mortgage. Such other things may
include, among other things, any of the following: taking and possessing all of
Mortgagor's or the then owner's books and records; entering into, enforcing,
modifying, or canceling Leases on such terms and conditions as Mortgagee may
consider proper; obtaining and evicting tenants; fixing or modifying Rents;
collecting and receiving any payment of money owing to Mortgagor; completing
construction; and contracting for and making repairs and alterations. If
Mortgagee so requests, Mortgagor shall assemble all of the Property that has
been removed from the Real Property and make all of it available to Mortgagee at
the site of the Real Property. Mortgagor hereby irrevocably constitutes and
appoints Mortgagee as Mortgagor's attorney-in-fact, such power being coupled
with an interest, to perform such acts and execute such documents as Mortgagee
in its sole discretion may consider to be appropriate in connection with taking
these measures, including endorsement of Mortgagor's name on any instruments.
Regardless of any provision of this Mortgage or the Credit Agreement, Mortgagee
shall not be considered to have accepted any property other than cash or
immediately available funds in satisfaction of any obligation of Mortgagor to
Mortgagee, unless Mortgagee has given express written notice of Mortgagee's
election of that remedy in accordance with the Louisiana Commercial Laws -
Secured Transactions (La.R.S. Title 10, Chapter 9) as it may be amended or
recodified from time to time.

(e) Cure; Protection of Security. Mortgagee may cure any breach or
default of Mortgagor, and if it chooses to do so in connection with any such
cure, Mortgagee may also, enter the Property and, whether or not Mortgagee
enters the Property, do any and all other things which Mortgagee, in its sole
discretion, may consider necessary and appropriate to protect the security of
this Mortgage, including, without limitation, the right to complete the
Improvements. Such other things may include: appearing in and/or defending any
action or proceeding which purports to affect the security of, or the rights or
powers of Mortgagee under, this Mortgage; paying, purchasing, contesting or
compromising any encumbrance, charge, lien or claim of lien which in Mortgagee's
sole judgment is or may be senior in priority to this Mortgage, such judgment of
Mortgagee to be conclusive as among the parties to this Mortgage; obtaining
insurance and/or paying any premiums or charges for insurance required to be
carried under this Mortgage; otherwise caring for and protecting any and all of
the Property; and employing counsel, accountants, contractors and other
appropriate persons to assist Mortgagee. Mortgagee may take any of the actions
permitted under this Subsection either with or without giving notice to any
person.

(f) Uniform Commercial Code Remedies. With respect to Personal
Property, Mortgagee may exercise any or all of the remedies granted to a secured
party under the Louisiana Commercial Laws - Secured Transactions (La. R.S. Title
10, Chapter 9), and all rights under the Louisiana Code of Civil Procedure,
together with any and all other rights and remedies provided in the Security
Agreement. Further, Mortgagor acknowledges that Mortgagee shall have all rights
to foreclosure by executory process and appointment of the keeper, as set forth
in paragraph (c) above with regard to the Personal Property, as fully and
completely as with regard to the other Property.

(g) Judicial Action. Mortgagee may bring an action in any court of
competent jurisdiction to foreclose this Mortgage or to obtain specific
enforcement of any of the covenants or agreements of this Mortgage or for any
other remedy provided herein, in the Guaranty, in the Credit Agreement, in any
Loan Document or otherwise provided by law or in equity.

(h) Power of Sale. Under the power of sale herein granted, Mortgagee
shall have the discretionary right to cause some or all of the Property,
including any Property which constitutes personal property, to be sold or
otherwise disposed of in any combination and in any manner permitted by
applicable law.

(i) Sales of Personal Property.

(A) For purposes of the power of sale herein granted,
Mortgagee may elect to treat as personal property any Property which
is intangible or which can be severed from the Land or Improvements
without causing structural damage. If Mortgagee chooses to do so,
Mortgagee may dispose of any personal property separately from the
sale of real property, in any manner permitted by or under the laws of
the state of Louisiana, including any public or private sale, or in
any manner permitted by any other applicable law.

(B) The following provision shall apply in the absence of
any specific statutory requirement which permits or requires a
different notice period: In connection with any sale or other
disposition of such Property, Mortgagor agrees that the following
procedures constitute a commercially reasonable sale: Mortgagee shall
mail written notice of the sale to Mortgagor not later than fifteen
(15) days prior to such sale. Not less than once per week during the
two weeks (fourteen (14) days) immediately preceding such sale,
Mortgagee will publish notice of the sale in a local daily newspaper
of general circulation. Upon receipt of any written request, Mortgagee
will, to the extent reasonably practicable, make the Property
available to any bona fide prospective purchaser for inspection during
reasonable business hours prior to the sale. Notwithstanding any
provision to the contrary, Mortgagee shall be under no obligation to
consummate a sale if, in its judgment, none of the offers received by
it equals the fair value of the Property offered for sale. The
foregoing procedures do not constitute the only procedures that may be
commercially reasonable.

(ii) Mortgagee's Sales of Real Property or Mixed Collateral.

(A) Mortgagee may choose to dispose of some or all of the
Property which consists solely of real property in any manner then
permitted by applicable law.

In its discretion, Mortgagee may also or alternatively choose to
dispose of some or all of the Property, in any combination consisting
of both real and personal property, together in one sale to be held in
accordance with the law and procedures applicable to real property.
Mortgagor agrees that any sale of personal property together with real
property constitutes a commercially reasonable sale of the personal
property. For purposes of this power of sale, either a sale of real
property alone, or a sale of both real and personal property together
in accordance with law, will sometimes be referred to as a
"Mortgagee's Sale."

(B) Before any Mortgagee's Sale, Mortgagee shall give and
record such notice of default and election to sell as may then be
required by law. When all time periods then legally mandated have
expired, and after such notice of sale as may then be legally required
has been given, Mortgagee shall sell the property being sold at a
public auction to be held at the time and place specified in the
notice of sale. Mortgagee shall have no obligation to make demand on
Mortgagor before any Mortgagee's Sale. From time to time, in
accordance with then applicable law, Mortgagee may, and in any event
at Mortgagee's request shall, postpone any Mortgagee's sale by public
announcement at the time and place noticed for that sale, or may, in
its discretion, give a new notice of sale.

(C) At any Mortgagee's Sale, Mortgagee shall sell to the
highest bidder at public auction for cash in lawful money of the
United States. Mortgagee shall execute and deliver to the purchaser(s)
a deed or deeds conveying the property being sold without any covenant
or warranty whatsoever, express or implied. The recitals in any such
deed of any matters or facts, including any facts bearing upon the
regularity or validity of any Mortgagee's Sale, shall be conclusive
proof of their truthfulness. Any such deed shall be conclusive against
all persons as to the facts recited in it.

(i) Single or Multiple Foreclosure Sales. If the Property at the
time of sale or other disposition consists of more than one lot, parcel or item
of property, Mortgagee may:

(i) Designate the order in which the lots, parcels or items
shall be sold or disposed of or offered for sale or disposition; and

(ii) Elect to dispose of the lots, parcels or items through a
single consolidated sale or disposition to be held or made under the
power of sale herein granted, or in connection with judicial
proceedings, or by virtue of a judgment and decree of foreclosure and
sale; or through two or more such sales or dispositions; or in any
other manner that Mortgagee may deem to be in its best interests (any
such sale or disposition, a "Foreclosure Sale;" any two or more,
"Foreclosure Sales").

If Mortgagee chooses to have more than one Foreclosure Sale, Mortgagee at its
option may cause the Foreclosure Sales to be held simultaneously or
successively, on the same day, or on such different days and at such different
times and in such order as Mortgagee may deem to be in its best interests. No
Foreclosure Sale shall terminate or affect the liens of this Mortgage on any
part of the Property which has not been sold, until all of the Secured
Obligations have been paid in full.

25. Costs of Enforcement. If any Event of Default occurs, Mortgagee
may employ an attorney or attorneys to protect its rights hereunder. Mortgagor
promises to pay to Mortgagee, on demand, the fees and expenses of such attorneys
and all other costs of enforcing the obligations secured hereby, including but
not limited to, recording fees, Mortgagee's fees and expenses, keepers' fees and
expenses, and all other expenses, of whatever kind or nature, incurred by
Mortgagee in connection with the enforcement of the obligations secured hereby,
whether or not such enforcement includes the filing of a lawsuit. Until paid,
such sums shall be secured hereby and shall bear interest, from date of
expenditure, at an annual rate equal to the Agreed Rate.

26. Remedies Cumulative and Not Exclusive. Mortgagee shall be entitled
to enforce payment and performance of any indebtedness guaranteed by the
Guaranty or other obligations secured hereby and to exercise all rights and
powers under this Mortgage, any agreement secured hereby or any other agreement,
or under any laws now or hereafter in force, notwithstanding some or all of the
said indebtedness guaranteed by the Guaranty and other obligations secured
hereby may now or hereafter be otherwise secured, whether by mortgage, deed of
trust, pledge, lien, assignment or otherwise. Neither the acceptance of this
Mortgage nor its enforcement whether by court action or pursuant to the power of
sale or other powers herein contained, shall prejudice or in any manner affect
Mortgagee's right to realize upon or enforce any other security now or hereafter
held by Mortgagee, it being agreed that Mortgagee shall be entitled to enforce
this Mortgage and any other security now or hereafter held by Mortgagee in such
order and manner as Mortgagee may in its absolute discretion determine. No
remedy herein conferred upon or reserved to Mortgagee is intended to be
exclusive of any other remedy herein or by law provided or permitted, but each
shall be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity or by statute. Every
power or remedy given by any other instrument or agreement to Mortgagee or to
which Mortgagee may be otherwise entitled, may be exercised, concurrently or
independently, from time to time and as often as may be deemed expedient by
Mortgagee and Mortgagee may pursue inconsistent remedies.

27. Credit Bids. At any Foreclosure Sale, any person, including
Mortgagor, or Mortgagee, may bid for and acquire the Property or any part
thereof to the extent permitted by then applicable law. Instead of paying cash
for such property, Mortgagee may settle therefor by crediting such portion of
the following obligations against the sales price of the property as is
necessary to equal such price:

(a) First, the portion of the Secured Obligations attributable to the
expenses of sale, costs of any action and any other sums for which Mortgagor is
obligated to pay or reimburse Mortgagee hereunder or under any other Loan
Document; and

(b) Second, any of the other Secured Obligations, in any order and
proportion as Mortgagee, in its sole discretion, may elect.

28. Application of Foreclosure Sale Proceeds. Mortgagee shall apply
the proceeds of any Foreclosure Sale in the following manner:

(a) First, to pay the portion of the Secured Obligations attributable
to the expenses of sale, costs of any action and any other sums for which
Mortgagor is obligated to reimburse Mortgagee hereunder or under any other Loan
Document;

(b) Second, to pay the portion of the Secured Obligations attributable
to any sums expended or advanced by Mortgagee under the terms of this Mortgage
which then remain unpaid;

(c) Third, to pay any and all other Secured Obligations, in any order
and proportion as Mortgagee, in its sole discretion, may elect; and

(d) Fourth, the remainder, if any, shall be remitted to the person
or persons entitled to it.

29. Application of Rents and Other Sums. Mortgagee shall apply any and
all Rents collected by it, and any and all sums, other than proceeds of a
Foreclosure Sale, which Mortgagee may receive or collect, in the following
manner:

(a) First, to pay the portion of the Secured Obligations attributable
to the costs and expenses of operation and collection that may be incurred by
Mortgagee or any keeper;

(b) Second, to pay any and all other Secured Obligations in any order
and proportion as Mortgagee, in its sole discretion, may elect; and

Mortgagee shall have no liability for any funds which it does not actually
receive.

30. Binding Nature. This Mortgage applies to, inures to the benefit of
and binds Mortgagor and the heirs, legatees, devisees, administrators, personal
representatives, executors and the successors and assigns thereof, and
Mortgagee. As used herein, the term "Mortgagee" shall include the owners and
holders of the Notes and other Secured Obligations from time to time, whether or
not named as Mortgagee herein (it being expressly agreed, however, that
Mortgagee may act through an agent; that only the signature of such agent is
required on any amendment hereof or any consent, approval or other action
hereunder; and that First Interstate Bank of Nevada, N.A., is the initial agent
hereunder); and the term "Mortgagor" shall mean the Mortgagor named herein and
the successors-in-interest, if any, of said named Mortgagor, in and to the
Property or any part thereof. If there be more than one Mortgagor hereunder,
their obligations hereunder shall be joint and several.

31. Full Performance Required; Survival of Warranties. All
representations, warranties and covenants of Mortgagor contained in any loan
application or made to Mortgagee in or in connection with the Guaranty or any of
the Loan Documents or incorporated by reference in any of them, shall survive
the execution and delivery of this Mortgage and shall remain continuing
obligations, warranties and representations of Mortgagor so long as any portion
of the obligations secured by this Mortgage remains outstanding.

32. Waiver of Certain Rights By Mortgagor. Mortgagor waives, to the
extent permitted by law, (i) the benefit of all laws now existing or that may
hereafter be enacted providing for any appraisement before sale of any portion
of the Property, (ii) all rights of redemption, valuation, appraisement, stay of
execution, notice of election to mature or declare due the whole of the secured
indebtedness and marshalling in the event of foreclosure of the liens hereby
created, (iii) all rights and

remedies which Mortgagor may have or be able to assert by reason of the laws of
the State of Louisiana pertaining to the rights and remedies of sureties and
(iv) the provisions of Louisiana Civil Code Title XVI, including, but not
limited to all rights of division and discussion and any right of any guarantor
to terminate the Guaranty under Louisiana Civil Code article 3061, it being
understood that Mortgagee and each Lender have irrevocably changed their
positions by advancing or agreeing to advance funds to the Company under the
Loan Agreement based upon the continued existence of the Guaranty and the grant
of collateral by Mortgagor to secure its obligations under its Guaranty. Without
limiting the generality of the foregoing, Mortgagor waives, to the extent
permitted by law, all rights to direct the order in which any of the Property
shall be sold in the event of any sale or sales pursuant hereto and to have any
of the Property or any other property now or hereafter constituting security for
the indebtedness guaranteed by the Guaranty marshalled upon any foreclosure of
this Mortgage or of any other security for any of such indebtedness.

33. Construction. The language in all parts of this Mortgage shall be
in all cases construed simply according to its fair meaning and not strictly for
or against any of the parties hereto. Headings at the beginning of Sections,
Subsections, paragraphs and subparagraphs of this Mortgage are solely for the
convenience of the parties, are not a part hereof and shall not be used in
construing this Mortgage. The preamble, any recitals and all exhibits and
schedules to this Mortgage are part of this Mortgage and are incorporated herein
by this reference. When required by the context: whenever the singular number is
used in this Mortgage, the same shall include the plural, and the plural shall
include the singular; and the masculine gender shall include the feminine and
neuter genders and vice versa. Unless otherwise required by the context (or
otherwise provided herein): the words "herein", "hereof" and "hereunder" and
similar words shall refer to this Mortgage generally and not merely to the
provision in which such term is used; the word "person" shall include
individual, partnership, corporation, limited liability company, business trust,
joint stock company, trust, unincorporated association, joint venture,
governmental authority and other entity of whatever nature; the words
"including", "include" or "includes" shall be interpreted in a non-exclusive
manner as though the words "but [is] not limited to" or "but without limiting
the generality of the foregoing" or "without limitation" immediately followed
the same; the word "month" shall mean calendar month; and the term "business
day" shall mean any day other than a Saturday, Sunday or legal holiday under the
laws of the State of Nevada. If the day on which performance of any act or the
occurrence of any event hereunder is due is not a business day, the time when
such performance or occurrence shall be due shall be the first business day
occurring after the day on which performance or occurrence would otherwise be
due hereunder. All times provided in this Mortgage for the performance of any
act will be strictly construed, time being of the essence hereof.

34. Priority. This Mortgage is intended to have, and retain, priority
over all other liens and encumbrances upon the Real Property, excepting only:
(i) such Impositions as, at the date hereof, have, or, by law, gain, priority
over the lien created hereby; (ii) covenants, conditions, restrictions,
easements, rights of way and Leases which are of record or are disclosed of
record and which, on the date hereof, affect the Real Property and are superior
in right to or have priority over this Mortgage and (iii) Leases, liens,
encumbrances and other matters as to which Mortgagee hereafter expressly
subordinates the lien of this Mortgage by written instrument in recordable form.
Under no circumstances shall Mortgagee be obligated or required to subordinate
the lien hereof to any lien, encumbrance, covenant or other matter affecting the
Real Property or any portion thereof. Mortgagee may, however, at Mortgagee's
option, exercisable in its sole and absolute discretion, subordinate the lien of
this Mortgage, in whole or in part, to any or all Leases, liens, encumbrances or
other matters affecting all or any portion of the Real Property, by executing
and recording, in the Office of the County Recorder

of the county or counties in which the Real Property is located, a unilateral
declaration of such subordination specifying the Lease, lien, encumbrance or
other matter or matters to which this Mortgage shall thereafter be subordinate.

35. Amendments. This Mortgage cannot be waived, changed, discharged or
terminated orally, but only by an instrument in writing signed by the party
against whom enforcement of any waiver, change, discharge or termination is
sought.

36. Financing Statement. Portions of the Personal Property (and
portions of the Real Property) are goods which are or are to become fixtures on
or relating to the Real Property. This Mortgage constitutes a financing
statement filed as a fixture filing in the Official Records of the County
Recorder of the County in which the Property is located with respect to any and
all fixtures included within the term "Property" as used herein and with respect
to any goods or other Personal Property that may now be or hereafter become such
fixtures. The address of Mortgagee, from which information concerning the
security interest granted hereunder may be obtained, is:

First Interstate Bank of Nevada, N.A.
Gaming Industry Division
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇, V.P.

The address of Trustor, from which information concerning the security interest
granted hereunder may be obtained, is:

-------------------------------
c/o Players International, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Attn: President and Chief Operating Officer

With respect to the Leased Land, the address of the record owner(s), from which
information concerning the security interest granted hereunder may be obtained,
is:

===============================
===============================
Attn: ________________________

37. Attorney-in-Fact. Mortgagor hereby appoints Mortgagee the
attorney-in-fact of Mortgagor, such agency being coupled with an interest, to
prepare, sign, file and record one or more financing statements; any documents
of title or registration, or like papers, and to take any other action deemed
necessary, useful or desirable by Mortgagee to perfect and preserve Mortgagee's
security interest against the rights or interests of third persons.

38. Releases, Extensions, Modifications and Additional Security.

(a) From time to time, Mortgagee may perform any of the following acts
without incurring any liability or giving notice to any person, and without
affecting the personal liability of any person for the payment of the Secured
Obligations (except as provided below), and without affecting the security
hereof for the full amount of the Secured Obligations on all Property remaining
subject hereto, and without the necessity that any sum representing the value of
any portion of the Property affected by the Mortgagee's action be credited on
the Secured Obligations:

(i) Release any person liable for payment of any Secured Obligation;

(ii) Extend the time for payment, or otherwise alter the terms of
payment, of any Secured Obligation;

(iii) Accept additional real or personal property of any kind as
security for any Secured Obligation, whether evidenced by deeds of trust,
mortgages, security agreements or any other instruments of security; or

(iv) Alter, substitute or release any property securing the Secured
Obligations.

(b) From time to time when requested to do so by Mortgagee in writing,
Mortgagee may perform any of the following acts without incurring any liability
or giving notice to any person:

(i) Consent in writing to the making of any plat or map of the
Property or any part of it;

(ii) Join in granting any easement or creating any restriction
affecting the Property;

(iii) Join in any subordination or other agreement affecting this
Mortgage or the lien of it or other agreement or instrument relating hereto
or to the Property or any portion thereof; or

(iv) Reconvey the Property or any part of it without any warranty.

39. Exculpation and Indemnification.

(a) Mortgagee shall not be directly or indirectly liable to Mortgagor
or any other person as a consequence of any of the following:

(i) Mortgagee's exercise of or failure to exercise any rights,
remedies or powers granted to Mortgagee in this Mortgage;

(ii) Mortgagee's failure or refusal to perform or discharge any
obligation or liability of Mortgagor under any agreement related to the
Property or under this Mortgage; or

(iii) Any loss sustained by Mortgagor or any third party resulting
from Mortgagee's failure to lease the Property, or from any other act or
omission of Mortgagee in managing the Property, after an Event of Default,
unless the loss is caused by the willful misconduct or bad faith of
Mortgagee.

To the extent permitted by applicable law, Mortgagor hereby expressly waives and
releases all liability of the types described above, and agrees that no such
liability shall be asserted against or imposed upon Mortgagee.

(b) Except for losses caused by the willful misconduct or bad faith of
Mortgagee, Mortgagor agrees to indemnify Mortgagee against and hold them
harmless from all losses, damages, liabilities, claims, causes of action,
judgments, court costs, attorneys' fees and other reasonable legal expenses,
cost of evidence of title, cost of evidence of value, and other reasonable costs
and expenses which either may suffer or incur:

(i) In performing any act required or permitted by this Mortgage or
any of the other Loan Documents or by law;

(ii) Because of any failure of Mortgagor to perform any of
Mortgagor's obligations; or

(iii) Because of any alleged obligation of or undertaking by
Mortgagee to perform or discharge any of the representations, warranties,
conditions, covenants or other obligations in any document relating to the
Property other than the Loan Documents.

This agreement by Mortgagor to indemnify Mortgagee shall survive the release and
cancellation of any or all of the Secured Obligations and the full or partial
release and/or reconveyance of this Mortgage.

(c) Mortgagor shall pay all amounts arising under the indemnity
obligations of this Mortgage immediately upon demand by Mortgagee.

40. Relationship to Guaranty. This Mortgage has been executed pursuant
to and is subject to the terms of the Guaranty executed concurrently herewith
and Mortgagor agrees to observe and perform all provisions contained therein. If
and to the extent of any conflict between the provisions of the Guaranty and the
provisions of this Mortgage, the provisions of this Mortgage shall control.

41. Relationship to Security Agreement. Concurrently herewith,
Mortgagor is entering into the Security Agreement with Mortgagee with respect to
the Personal Property. As provided above, the terms of said Security Agreement
shall, with respect to the Personal Property and the security interest therein
granted hereby, supplement the terms of this Mortgage and, if and to the extent
of any conflict with the terms hereof applicable to said security interest and
Personal Property, shall, to the extent enforceable, control. Nothing in this
Section 41 shall be deemed or construed, however, to impair the rights of
Mortgagee to conduct one or more Mortgagee's Sales at which real and personal
property are sold together pursuant to the laws applicable to the sale of real
property.

42. Intentionally Omitted.

43. Severability. If any provision in or obligation under this
Mortgage shall be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction, shall
not in any way be affected or impaired thereby.

44. Loan Statement Fees. Mortgagor shall pay the amount demanded by
Mortgagee or its authorized loan servicing agent for any statement regarding the
obligations secured hereby; provided, however, that such amount may not exceed
the maximum amount allowed by law at the time request for the statement is made.

45. Notices.

(a) Methods; Addresses. All notices, requests and demands to be made
hereunder to the parties hereto shall be in writing and shall be given by any of
the following means: (i) personal service; (ii) electronic communication,
whether by telex, telegram or telecopying (if confirmed in writing sent by
registered or certified, first class mail, return receipt requested); or (iii)
registered or certified, first class mail, return receipt requested. Such
addresses may be changed by notice to the other parties given in the same manner
as provided above. Any notice, demand or request sent pursuant to either (i) or
(ii) of this Section shall be deemed received upon such personal service or upon
dispatch by electronic means, and, if sent pursuant to (iii) shall be deemed
received three (3) days following deposit in the mail.

To Mortgagee: First Interstate Bank of Nevada, N.A.
Gaming Industry Division
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇, V.P.

To Mortgagor: Players Lake ▇▇▇▇▇▇▇, Inc.
c/o Players International, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Attn: President and Chief Operating Officer

With a copy to:Players Lake ▇▇▇▇▇▇▇, Inc.
c/o Players International, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Chief Financial Officer

and a copy to: Players Lake ▇▇▇▇▇▇▇, Inc.
c/o Players International, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Attn: General Counsel

(b) Reliance on Faxes. Each party hereto (a "Recipient") who
receives from another party hereto (a "Sender") by electronic facsimile
transmission (telecopier or fax) any writing which appears to be signed by an
authorized signatory of that Sender is authorized to rely and act upon that
writing in the same manner as if the original signed writing was in the
possession of the Recipient upon oral confirmation of that Sender to the
Recipient that the writing was signed by an authorized signatory of that Sender
and is intended by that Sender to be relied upon by the Recipient. Each party
transmitting any writing to any other party by electronic facsimile transmission
agrees to forward immediately to that Recipient, by expedited means (for next
day delivery, if possible), or by first class mail if the Recipient so agrees,
the signed hard copy of that writing, unless the Recipient expressly agrees to
some other disposition of the original by the Sender.

46. Governing Law. THIS MORTGAGE SHALL BE GOVERNED BY, AND SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
NEVADA, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES, EXCEPT THAT THE LAWS OF
THE STATE OF LOUISIANA SHALL GOVERN AS TO THE VALIDITY AND PERFECTION OF THE
MORTGAGE LIEN ON THE REAL PROPERTY AND PLEDGE AND ASSIGNMENT OF THE LEASES AND
RENTS PRODUCED THEREFROM AND EXCEPT FURTHER TO THE EXTENT THAT APPLICABLE LAW
PROVIDES THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR
REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE
LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEVADA.

47. Consent to Jurisdiction and Service of Process. ALL JUDICIAL
PROCEEDINGS BROUGHT AGAINST MORTGAGOR ARISING OUT OF OR RELATING TO THIS
MORTGAGE MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION
IN THE STATE OF NEVADA, AND BY EXECUTION AND DELIVERY OF THIS MORTGAGE MORTGAGOR
ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND
UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND
WAIVES ANY
42

DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY
JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS MORTGAGE. Mortgagor hereby
agrees that service of all process in any such proceeding in any such court may
be made by registered or certified mail, return receipt requested, to Mortgagor
at its address provided in this Mortgage, such service being hereby acknowledged
by Mortgagor to be sufficient for personal jurisdiction in any action against
Mortgagor in any such court and to be otherwise effective and binding service in
every respect. Nothing herein shall affect the right to serve process in any
other manner permitted by law or shall limit the right of Mortgagee to bring
proceedings against Mortgagor in the courts of any other jurisdiction.

48. Waiver of Jury Trial. MORTGAGOR AND MORTGAGEE HEREBY
AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR
CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS MORTGAGE. The scope of this
waiver is intended to be all-encompassing of any and all disputes that may be
filed in any court and that relate to the subject matter of this transaction,
including without limitation contract claims, tort claims, breach of duty
claims, and all other common law and statutory claims. Mortgagor and Mortgagee
each acknowledge that this waiver is a material inducement for Mortgagor and
Mortgagee to enter into a business relationship, that Mortgagor and Mortgagee
have already relied on this waiver in entering into this Mortgage and that each
will continue to rely on this waiver in their related future dealings. Mortgagor
and Mortgagee further warrant and represent that each has reviewed this waiver
with its legal counsel, and that each knowingly and voluntarily waives its jury
trial rights following consultation with legal counsel. THIS WAIVER IS
IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING,
AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS
OR MODIFICATIONS TO THIS MORTGAGE. In the event of litigation, this Mortgage may
be filed as a written consent to a trial by the court.

49. No paraph. Mortgagor declares that no note or guaranty has
been presented to the undersigned Notary Public to be paraphed with this
instrument.

50. Conflict. Notwithstanding any reference in this Mortgage to
the Credit Agreement, the Guaranty or any other document whatsoever, any third
party dealing with the Property shall be entitled to rely solely upon a
certificate of the Mortgagee as to the existence of any event, including but not
limited to the occurrence of an Event of Default or the right of the Mortgagee
to exercise any right hereunder, and no such party shall be charged with the
obligation to determine the correctness or validity of any such statement.

THUS DONE AND PASSED on the date first above mentioned in the presence
of the undersigned competent witnesses who hereunto sign their names with the
said Mortgagor and me, Notary, after due reading of the whole.

WITNESSES: MORTGAGOR:

------------------------------ PLAYERS LAKE ▇▇▇▇▇▇▇, INC.,
a Louisiana corporation

By: _______________________
------------------------------ Its: ______________________

----------------------------------
Notary Public

EXHIBIT A

Legal Description

Exhibit A-1 -- Legal Description of Leased Land

Exhibit A-2 -- Legal Description of Fee Land

A-1

EXHIBIT B

Schedule of Ground Leases

(i) That certain Lease, dated by lessor May 19, 1993 (the "▇▇▇▇▇▇ Lease"),
between The ▇▇▇▇▇▇ Corporation, as lessor, and Mortgagor, as lessee, an
extract of which was filed on May 20, 1993, as Instrument No. 2169407
and recorded on May 24, 1993 in Book 2358 of Conveyances, at page 357
of the records of the Parish of Calcasieu, Louisiana,

(A) the ▇▇▇▇▇▇ Lease was amended pursuant to that letter agreement,
dated as of April 19, 1993, between the ▇▇▇▇▇▇ Corporation, as
lessor, and Mortgagor, as lessee;

(B) the ▇▇▇▇▇▇ Lease was amended pursuant to that letter agreement,
dated as of August 24, 1993, between the ▇▇▇▇▇▇ Corporation, as
lessor, and Mortgagor, as lessee;

(C) the ▇▇▇▇▇▇ Lease was amended pursuant to that letter agreement,
dated as of September 12, 1993, between the ▇▇▇▇▇▇ Corporation, as
lessor, and Mortgagor, as lessee.

(ii) That certain Lease, dated _______________, ▇▇▇▇ (▇▇▇ "▇▇▇ ▇▇▇▇▇
Lease"), between ▇.▇. Bel Heirs, et. al., as lessors, and Mortgagor, as
lessee, a memorandum of which has been recorded concurrently herewith,
in Book ____, at page ____ of the records of the Parish of Calcasieu,
Louisiana,

(A) the Bel Heirs Lease was amended pursuant to that First Amendment
to Lease dated as of September __, 1993, between ▇.▇. Bel Heirs,
et. al., as lessor, and Mortgagor, as lessee.

(iii) That certain Lease, dated _______________, 1993 (the "▇▇▇▇ ▇▇▇▇
Lease"), between the ▇▇▇▇ ▇▇▇▇ Trust (and certain other trusts listed
therein), as lessors, and Mortgagor, as lessee, a memorandum of which
has been recorded concurrently herewith, in Book ____, at page ____ of
the records of the Parish of Calcasieu, Louisiana.

(iv) That certain Lease, dated July 12, 1995 (the "Waterfront Lease"),
between the State of Louisiana, acting by and through the State Land
Office, as lessor, and Mortgagor, as lessee, a memorandum of which has
been recorded concurrently herewith, in Book ____, at page ____ of the
records of the Parish of Calcasieu, Louisiana.

(v) That certain Lease, dated _______________, 1995 (the "Waterbottom
Lease"), between the State of Louisiana, acting by and through [the
State Land Office,] as lessor, and Mortgagor, as lessee, a memorandum
of which has been recorded concurrently herewith, in Book ____, at page
____ of the records of the Parish of Calcasieu, Louisiana.

B-1

EXHIBIT C

Board of Director's Resolution

TABLE OF CONTENTS

DESCRIPTION OF IMMOVABLE PROPERTY COLLATERAL . . . . . . . . . . . . . . 2

DESCRIPTION OF PERSONAL PROPERTY COLLATERAL. . . . . . . . . . . . . . . 3

1. Certain Representations and Warranties of Mortgagor . . . . . . 9

2. Payment of Obligations. . . . . . . . . . . . . . . . . . . . . 9

3. Compliance with Laws. . . . . . . . . . . . . . . . . . . . . . 9

4. Maintenance of Property . . . . . . . . . . . . . . . . . . . . 9

5. Environmental Obligations.. . . . . . . . . . . . . . . . . . . 10

6. Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
(a) Types and Amounts Required . . . . . . . . . . . . . . . . 12
(b) Uniform Policy Requirements. . . . . . . . . . . . . . . . 14
(c) Blanket and Umbrella Policies. . . . . . . . . . . . . . . 15
(d) Evidence of Insurance. . . . . . . . . . . . . . . . . . . 15
(e) Procurement by Mortgagee . . . . . . . . . . . . . . . . . 16
(f) Reserve Fund . . . . . . . . . . . . . . . . . . . . . . . 16
(g) Replacement Cost . . . . . . . . . . . . . . . . . . . . . 16
(h) Separate Insurance . . . . . . . . . . . . . . . . . . . . 16
(i) Compliance with Insurance Requirements . . . . . . . . . . 17
(j) Assignment of Policies upon Foreclosure. . . . . . . . . . 17
(k) Waiver of Subrogation. . . . . . . . . . . . . . . . . . . 17
(l) Requirements Supplemental. . . . . . . . . . . . . . . . . 17

7. Casualties; Insurance Proceeds. . . . . . . . . . . . . . . . . 17
(a) Notice of Casualties . . . . . . . . . . . . . . . . . . . 17
(b) Payment of Proceeds. . . . . . . . . . . . . . . . . . . . 17
(c) Use in Restoration . . . . . . . . . . . . . . . . . . . . 18
(d) Application by Mortgagee . . . . . . . . . . . . . . . . . 18
(e) Duty to Restore. . . . . . . . . . . . . . . . . . . . . . 18

8. Taxes and Impositions . . . . . . . . . . . . . . . . . . . . . 19
(a) Payment by Mortgagor . . . . . . . . . . . . . . . . . . . 19
(b) New Impositions. . . . . . . . . . . . . . . . . . . . . . 19
(c) Proof of Payment . . . . . . . . . . . . . . . . . . . . . 19
(d) Contest of Assessments . . . . . . . . . . . . . . . . . . 19
(e) Reserve Fund . . . . . . . . . . . . . . . . . . . . . . . 20
(f) Joint Assessment . . . . . . . . . . . . . . . . . . . . . 20
(g) Tax Service. . . . . . . . . . . . . . . . . . . . . . . . 20

9. Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

10. Leaseholds, Leases, Easements, and Servitudes . . . . . . . . . 21
(a) Leaseholds and Leases. . . . . . . . . . . . . . . . . . . 21
(b) Easement . . . . . . . . . . . . . . . . . . . . . . . . . 25

11. Further Acts. . . . . . . . . . . . . . . . . . . . . . . . . . 26

12. Pledge and Assignment of Leases and Rents and Incorporeals. . . 26
(a) Pledge and Assignment to Mortgagee; Mortgagor's Limited
License to Collect Prior to Default . . . . . . . . . . . 26
(b) No Other Assignments . . . . . . . . . . . . . . . . . . . 27
(c) Incorporeal rights . . . . . . . . . . . . . . . . . . . . 27

13. Actions Affecting Property. . . . . . . . . . . . . . . . . . . 27

14. Eminent Domain. . . . . . . . . . . . . . . . . . . . . . . . . 27

15. Due on Sale . . . . . . . . . . . . . . . . . . . . . . . . . . 28

16. Partial or Late Payments. . . . . . . . . . . . . . . . . . . . 29

17. Release By Mortgagee. . . . . . . . . . . . . . . . . . . . . . 29

18. Right of Mortgagee to Appear. . . . . . . . . . . . . . . . . . 29

19. Performance by Mortgagee. . . . . . . . . . . . . . . . . . . . 29

20. Inspections . . . . . . . . . . . . . . . . . . . . . . . . . . 29

21. Invalidity of Lien. . . . . . . . . . . . . . . . . . . . . . . 30

22. Subrogation . . . . . . . . . . . . . . . . . . . . . . . . . . 30

23. Events of Default . . . . . . . . . . . . . . . . . . . . . . . 30

24. Remedies. . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
(a) Acceleration . . . . . . . . . . . . . . . . . . . . . . . 30
(b) Keeper . . . . . . . . . . . . . . . . . . . . . . . . . . 30
(c) Foreclosure. . . . . . . . . . . . . . . . . . . . . . . . 31
(d) Entry. . . . . . . . . . . . . . . . . . . . . . . . . . . 31
(e) Cure; Protection of Security . . . . . . . . . . . . . . . 32
(f) Uniform Commercial Code Remedies . . . . . . . . . . . . . 32
(g) Judicial Action. . . . . . . . . . . . . . . . . . . . . . 32
(h) Power of Sale. . . . . . . . . . . . . . . . . . . . . . . 32
(i) Single or Multiple Foreclosure Sales . . . . . . . . . . . 33

25. Costs of Enforcement. . . . . . . . . . . . . . . . . . . . . . 34

26. Remedies Cumulative and Not Exclusive . . . . . . . . . . . . . 34

27. Credit Bids . . . . . . . . . . . . . . . . . . . . . . . . . . 34

28. Application of Foreclosure Sale Proceeds. . . . . . . . . . . . 35

29. Application of Rents and Other Sums . . . . . . . . . . . . . . 35

30. Binding Nature. . . . . . . . . . . . . . . . . . . . . . . . . 35

31. Full Performance Required; Survival of Warranties . . . . . . . 36

32. Waiver of Certain Rights By Mortgagor . . . . . . . . . . . . . 36

33. Construction. . . . . . . . . . . . . . . . . . . . . . . . . . 36

34. Priority. . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

35. Amendments. . . . . . . . . . . . . . . . . . . . . . . . . . . 37

36. Financing Statement . . . . . . . . . . . . . . . . . . . . . . 37

37. Attorney-in-Fact. . . . . . . . . . . . . . . . . . . . . . . . 37

38. Releases, Extensions, Modifications and Additional Security . . 37

39. Exculpation and Indemnification . . . . . . . . . . . . . . . . 38

40. Relationship to Guaranty. . . . . . . . . . . . . . . . . . . . 39

41. Relationship to Security Agreement. . . . . . . . . . . . . . . 39

43. Severability. . . . . . . . . . . . . . . . . . . . . . . . . . 40

44. Loan Statement Fees . . . . . . . . . . . . . . . . . . . . . . 40

45. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
(a) Methods; Addresses . . . . . . . . . . . . . . . . . . . . 40
(b) Reliance on Faxes. . . . . . . . . . . . . . . . . . . . . 41

46. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . 41

47. Consent to Jurisdiction and Service of Process. . . . . . . . . 41

48. Waiver of Jury Trial. . . . . . . . . . . . . . . . . . . . . . 41

iii

49. No paraph . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

50. Conflict. . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

EXHIBIT A - Legal Description. . . . . . . . . . . . . . . . . . . . . A-1

EXHIBIT B - Board of Director's Resolution . . . . . . . . . . . . . . B-1

EXHIBIT 10.54 EXHIBIT XIII-B FORM OF LOUISIANA MORTGAGE Recording requested by: This Instrument prepared by, and when recorded mail to: O'Melveny & Myers 400 South Hope Street Los Angeles, California 90071-2899 Attention: Dean Adam Willis, Esq....

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EXHIBIT 10.54 EXHIBIT XIII-B FORM OF LOUISIANA MORTGAGE Recording requested by: This Instrument prepared by, and when recorded mail to: O'Melveny & Myers 400 South Hope Street Los Angeles, California 90071-2899 Attention: Dean Adam Willis, Esq....

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