Common use of Pledge and Security Interest Clause in Contracts

Pledge and Security Interest. Each Grantor hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under the following personal property of such Grantor, in each case whether now or hereafter owned or existing or in which any Grantor now has or hereafter acquires an interest and wherever the same may be located (subject to Section 2.2, all of which being hereinafter collectively referred to as the “Pledged Collateral”): (i) all Pledged Equity Interests in the Gaming Entities and all additional shares of, or interests in, all Pledged Equity Interests of any of the Gaming Entities now or hereafter owned or acquired by the Grantor, and all other Pledged Equity Interests in any of the Gaming Entities now or hereafter owned or acquired by the Grantor, in each case, whether as a dividend or distribution or as a result of a stock split or otherwise, and all of the Grantor’s rights to acquire Pledged Equity Interests in any of the Gaming Entities in addition to or in exchange or substitution for the existing Pledged Equity Interests; (ii) all of the Grantor’s rights, benefits, privileges, authority and powers under any Organizational Document of any of the Gaming Entities or voting trust agreement or similar agreement, including, without limitation, (A) all of the Grantor’s interest in the capital of any of the Gaming Entities, and all rights of the Grantor as an equityholder and all rights to receive dividends (including non-cash dividends), distributions, cash, securities, instruments and other property, assets or proceeds of any kind from time to time received, receivable or otherwise distributed or distributable in respect of the Pledged Equity Interests or pursuant to any Organizational Document of any of the Gaming Entities by way of distribution, return of capital or otherwise, (B) all other payments due or to become due to the Grantor in respect of the Pledged Equity Interests or any Organizational Document of any of the Gaming Entities, including but not limited to all rights of the Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty due to or with respect to the Pledged Equity Interests or any Organizational Document of any of the Gaming Entities, (C) all claims of the Grantor for damages arising out of or for breach of or default under any Organizational Document of the Gaming Entities, (D) the right of the Grantor to terminate any Organizational Document of any of the Gaming Entities, to perform and exercise consensual or voting rights thereunder, including but not limited to the right, if any, to manage any of the Gaming Entities’ affairs, to make determinations, to exercise any election or option or to give or receive any notice, consent, amendment, waiver or approval, and the right, if any, to compel performance and otherwise exercise all remedies thereunder, (E) all rights of the Grantor as an equityholder of any of the Gaming Entities, to all property and assets of any of the Gaming Entities (whether real property, inventory, equipment, contract rights, accounts, receivables, general intangibles, securities, instruments, chattel paper, documents, chooses in action or otherwise), (F) and (F) certificates or instruments evidencing an ownership of Pledged Equity Interests in any of the Gaming Entities, or its assets; (iii) all cash and non-cash dividends, distributions, securities, instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of, in exchange for, or upon the conversion of, the Pledged Equity Interests and other property referred to in clauses (i) and (ii) of Section 2.1; (iv) any other claim which the Grantor now has or may in the future acquire in its capacity as equityholder of any of the Gaming Entities against any other of the Gaming Entities and their property or assets; (v) all proceeds, products and accessions of and to any and all of the property described in the preceding clauses (i) through (iv) of this Section 2.1 (including, without limitation, proceeds that constitute property of the types described above); and (vi) all certificates, instruments or other documents from time to time evidencing any of the foregoing, and all interest, earnings and other proceeds of any of the foregoing. The Grantor agrees that this Agreement, the security interest granted pursuant to this Agreement and all rights, remedies, powers and privileges provided to the Collateral Agent under this Agreement are in addition to and not in any way affected or limited by any other security now or at any time held by the Collateral Agent to secure payment and performance of the Secured Obligations.

Pledge and Security Interest. Each Grantor CUC hereby pledges and lawfully grants to Telesource a security interest in and to the Collateral AgentEscrow Account and all funds and assets at any time contained therein, whether in the form of cash, bonds, bills, notes, securities, other instruments, or other obligations, regardless of where or by which person or entity the Escrow Account or such funds or assets shall be held. For purposes of this Agreement and Telesource's continuing security interest in the Escrow Account, the Agent shall maintain at its principal office at the address stated above in ________________, ________________, the funds and other assets comprising the Escrow Account or evidence of record and/or beneficial ownership thereof in accordance with the terms of this Agreement. This Agreement and the Escrow Account shall secure, for the benefit of Telesource and its successors and assign, all current and future obligations of CUC to Telesource pursuant to the Secured Parties, a Contract and the Notes and any successor instrument thereto. Each party hereto agrees and covenants to take all such action as may be reasonably requested of it to perfect Telesource's first priority security interest in and continuing lien on the Escrow Account; provided however, that such security interest shall not be superior to the Agent's rights to be compensated or indemnified in accordance with the terms hereof. Without the prior written consent of Telesource, CUC will not sell, assign, transfer or otherwise dispose of, grant any option with respect to, or mortgage, pledge or otherwise encumber to any person other than Telesource all or part of such Grantor’s rightthe Escrow Account or any interest therein. If there occurs any change in the law, title and interest in, rules or regulation or any judicial decision or any other event or circumstance pertaining to and under or affecting rights of creditors in bankruptcy or insolvency proceedings the following personal property of such Grantor, in each case whether now or hereafter owned or existing or in which any Grantor now has or hereafter acquires an interest and wherever the same may be located (subject to Section 2.2, all result of which being hereinafter collectively referred would be to as increase the “Pledged Collateral”): likelihood in Telesource's view that the Escrow Account would not or may not be available to Telesource for the purposes described herein and in the Contract, CUC agrees, upon Telesource's request, (i) all Pledged Equity Interests to negotiate in good faith with Telesource changes in this Agreement and/or the Gaming Entities and all additional shares of, or interests in, all Pledged Equity Interests of any of entire mechanism by which CUC's obligations under the Gaming Entities now or hereafter owned or acquired by the Grantor, and all other Pledged Equity Interests in any of the Gaming Entities now or hereafter owned or acquired by the Grantor, in each case, whether as a dividend or distribution or as a result of a stock split or otherwise, and all of the Grantor’s rights to acquire Pledged Equity Interests in any of the Gaming Entities in addition to or in exchange or substitution for the existing Pledged Equity Interests; (ii) all of the Grantor’s rights, benefits, privileges, authority and powers under any Organizational Document of any of the Gaming Entities or voting trust agreement or similar agreement, including, without limitation, (A) all of the Grantor’s interest in the capital of any of the Gaming Entities, and all rights of the Grantor as an equityholder and all rights to receive dividends (including non-cash dividends), distributions, cash, securities, instruments and other property, assets or proceeds of any kind from time to time received, receivable or otherwise distributed or distributable in respect of the Pledged Equity Interests or pursuant to any Organizational Document of any of the Gaming Entities by way of distribution, return of capital or otherwise, (B) all other payments due or to become due to the Grantor in respect of the Pledged Equity Interests or any Organizational Document of any of the Gaming Entities, including but not limited to all rights of the Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty due to or with respect to the Pledged Equity Interests or any Organizational Document of any of the Gaming Entities, (C) all claims of the Grantor for damages arising out of or for breach of or default under any Organizational Document of the Gaming Entities, (D) the right of the Grantor to terminate any Organizational Document of any of the Gaming Entities, to perform and exercise consensual or voting rights thereunder, including but not limited to the right, if any, to manage any of the Gaming Entities’ affairs, to make determinations, to exercise any election or option or to give or receive any notice, consent, amendment, waiver or approval, Contract and the right, if any, to compel performance and otherwise exercise all remedies thereunder, (E) all rights of the Grantor as an equityholder of any of the Gaming Entities, to all property and assets of any of the Gaming Entities (whether real property, inventory, equipment, contract rights, accounts, receivables, general intangibles, securities, instruments, chattel paper, documents, chooses in action or otherwise), (F) and (F) certificates or instruments evidencing an ownership of Pledged Equity Interests in any of the Gaming Entities, or its assets; (iii) all cash and non-cash dividends, distributions, securities, instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of, in exchange for, or upon the conversion of, the Pledged Equity Interests and other property referred to in clauses (i) Notes are secured and (ii) to permit Telesource to hold the balance of Section 2.1; (iv) the Escrow Account in an account in Telesource's name in an institution selected by Telesource, which institution shall have a combined capital and surplus of not less than $100 million. Telesource shall bear its own costs of such negotiations and associated document preparation. CUC shall not be obligated to accept any other claim new arrangement which increases the Grantor now has or may amount of collateral that it must provide to secure its repayment and payment obligations under this Agreement. In the event that there is any change in the future acquire in its capacity as equityholder location of any all or part of the Gaming Entities against any other of the Gaming Entities and their property Escrow Account, CUC agrees to take all action requested by Telesource to amend, modify or assets; (v) all proceeds, products and accessions of and to any and all of the property described replace Telesource's filings perfecting its security interest in the preceding clauses (i) through (iv) of this Section 2.1 (includingEscrow Account, without limitation, proceeds that constitute property of the types described above); and (vi) all certificates, instruments or other documents from time to time evidencing enable Telesource to effect any of the foregoing, and all required new or additional filing to perfect its said security interest, earnings and other proceeds of any of the foregoing. The Grantor agrees that this Agreement, the security interest granted pursuant to this Agreement and all rights, remedies, powers and privileges provided to the Collateral Agent under this Agreement are in addition to and not in any way affected or limited by any other security now or at any time held by the Collateral Agent to secure payment and performance of the Secured Obligations.

Pledge and Security Interest. Each Grantor As additional security for the payment ---------------------------- and performance by Borrower of all duties, responsibilities and obligations hereunder and under the Loan Documents, Borrower hereby unconditionally and irrevocably assigns, conveys, pledges, mortgages, transfers, delivers, deposits, sets over and confirms unto PNC Bank, and hereby grants to the Collateral Agent, for the benefit of the Secured Parties, PNC Bank a security interest in and continuing a valid and perfected first lien on all of such Grantor’s right, title and interest in, to and under the following personal property of such Grantor, in each case whether now or hereafter owned or existing or in which any Grantor now has or hereafter acquires an interest and wherever the same may be located (subject to Section 2.2, all of which being hereinafter collectively referred to as the “Pledged Collateral”): (i) all Pledged Equity Interests in the Gaming Entities Letter of Credit and all additional shares of, or interests in, all Pledged Equity Interests of any of the Gaming Entities now or hereafter owned or acquired by the Grantor, and all other Pledged Equity Interests in any of the Gaming Entities now or hereafter owned or acquired by the Grantor, in each case, whether as a dividend or distribution or as a result proceeds of a stock split or otherwise, and all of the Grantor’s rights to acquire Pledged Equity Interests in any of the Gaming Entities draw thereon. The foregoing is in addition to or in exchange or substitution for any and all security interests and liens granted PNC Bank pursuant to the existing Pledged Equity Interests; (ii) all of the Grantor’s rights, benefits, privileges, authority and powers under any Organizational Document of any of the Gaming Entities or voting trust agreement or similar agreementLoan Documents, including, without limitation, (A) all of the Grantor’s interest in the capital of any of the Gaming Entities, and all rights of the Grantor as an equityholder and all rights to receive dividends (including non-cash dividends), distributions, cash, securities, instruments and other property, assets or proceeds of any kind from time to time received, receivable or otherwise distributed or distributable in respect of the Pledged Equity Interests or pursuant to any Organizational Document of any of the Gaming Entities by way of distribution, return of capital or otherwise, (B) all other payments due or Blackboard Escrow Agreement. Borrower agrees to become due to the Grantor in respect of the Pledged Equity Interests or any Organizational Document of any of the Gaming Entities, including but not limited to all rights of the Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty due to or with respect to the Pledged Equity Interests or any Organizational Document of any of the Gaming Entities, (C) all claims of the Grantor for damages arising out of or for breach of or default under any Organizational Document of the Gaming Entities, (D) the right of the Grantor to terminate any Organizational Document of any of the Gaming Entities, to perform execute and exercise consensual or voting rights thereunder, including but not limited to the right, if any, to manage any of the Gaming Entities’ affairs, to make determinations, to exercise any election or option or to give or receive any notice, consent, amendment, waiver or approval, and the right, if any, to compel performance and otherwise exercise all remedies thereunder, (E) all rights of the Grantor as an equityholder of any of the Gaming Entities, to all property and assets of any of the Gaming Entities (whether real property, inventory, equipment, contract rights, accounts, receivables, general intangibles, securities, instruments, chattel paper, documents, chooses in action or otherwise), (F) and (F) certificates or instruments evidencing an ownership of Pledged Equity Interests in any of the Gaming Entities, or its assets; (iii) all cash and non-cash dividends, distributions, securities, instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of, in exchange for, or upon the conversion of, the Pledged Equity Interests and other property referred to in clauses (i) and (ii) of Section 2.1; (iv) any other claim which the Grantor now has or may in the future acquire in its capacity as equityholder of any of the Gaming Entities against any other of the Gaming Entities and their property or assets; (v) all proceeds, products and accessions of and to deliver on demand any and all of the property described in the preceding clauses (i) through (iv) of this Section 2.1 (documentation requested by PNC Bank to further evidence or perfect such assignment, including, without limitation, proceeds that Uniform Commercial Code financing statements. Borrower hereby irrevocably constitutes and appoints PNC Bank as its attorney-in-fact, with full power of substitution and transfer, to execute and deliver any and all such documentation and, at PNC Bank's option, to perform all acts and execute all documents necessary to draw on the Letter of Credit. The power of attorney hereby granted shall be irrevocable and coupled with an interest. This Agreement shall constitute property of a Security Agreement under the types described above); and (vi) all certificates, instruments Uniform Commercial Code as enacted in the State and upon any default hereunder or other documents from time to time evidencing under any of the foregoingLoan Documents (an "Event of -------- Default"), and PNC Bank may exercise any or all interest, earnings and other proceeds of any of the foregoing. The Grantor agrees that this Agreementremedies available ------- at law or in equity including, without limitation, the security interest granted pursuant to remedies specified in this Agreement and the remedies available to a secured party following default as specified in such Uniform Commercial Code. PNC Bank and Borrower hereby acknowledge and agree that PNC Bank has a valid and perfected first priority lien on, and security interest in, valid and perfected first priority lien on and security interest in the Letter of Credit and all rights, remedies, powers and privileges provided to the Collateral Agent under this Agreement are in addition to and not in any way affected or limited by any other security now or at any time held by the Collateral Agent to secure payment and performance proceeds of the Secured Obligationsa draw thereon.

Pledge and Security Interest. Each Grantor (a) Contemporaneously with the execution hereof or previously, Pledgor has delivered to Secured Party stock certificates representing the following specified shares of common stock of LOTS, as follows: Fortegra Financial Corporation 1,000 $0.01 per share 2 Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, Party a security interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under the following personal property above listed shares of such Grantor, in each case whether now or hereafter owned or existing or in which any Grantor now has or hereafter acquires an interest and wherever common stock of LOTS evidenced by the same may be located aforesaid stock certificates (subject to Section 2.2, constituting all of which being hereinafter collectively referred to as the “Pledged Collateral”): (i) issued and outstanding stock of said corporation on the date hereof), together with all Pledged Equity Interests in the Gaming Entities and all additional shares ofdividends, or interests instock dividends, all Pledged Equity Interests of any of the Gaming Entities now or hereafter owned or acquired by the Grantorstock splits, warrants, options, stock purchase rights, and all other Pledged Equity Interests in property at any of the Gaming Entities now or hereafter owned or acquired by the Grantor, in each case, whether as a dividend or distribution or as a result of a stock split or otherwise, time and all of the Grantor’s rights to acquire Pledged Equity Interests in any of the Gaming Entities in addition to or in exchange or substitution for the existing Pledged Equity Interests; (ii) all of the Grantor’s rights, benefits, privileges, authority and powers under any Organizational Document of any of the Gaming Entities or voting trust agreement or similar agreement, including, without limitation, (A) all of the Grantor’s interest in the capital of any of the Gaming Entities, and all rights of the Grantor as an equityholder and all rights to receive dividends (including non-cash dividends), distributions, cash, securities, instruments and other property, assets or proceeds of any kind from time to time received, receivable or otherwise distributed or distributable in respect of the Pledged Equity Interests or pursuant to any Organizational Document of any of the Gaming Entities by way of distribution, return of capital or otherwise, (B) all other payments due or to become due to the Grantor in respect of the Pledged Equity Interests or any Organizational Document of any of the Gaming Entities, including but not limited to all rights of the Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty due to or with respect to the Pledged Equity Interests or any Organizational Document of any of the Gaming Entities, (C) all claims of the Grantor for damages arising out of or for breach of or default under any Organizational Document of the Gaming Entities, (D) the right of the Grantor to terminate any Organizational Document of any of the Gaming Entities, to perform and exercise consensual or voting rights thereunder, including but not limited to the right, if any, to manage any of the Gaming Entities’ affairs, to make determinations, to exercise any election or option or to give or receive any notice, consent, amendment, waiver or approval, and the right, if any, to compel performance and otherwise exercise all remedies thereunder, (E) all rights of the Grantor as an equityholder of any of the Gaming Entities, to all property and assets of any of the Gaming Entities (whether real property, inventory, equipment, contract rights, accounts, receivables, general intangibles, securities, instruments, chattel paper, documents, chooses in action or otherwise), (F) and (F) certificates or instruments evidencing an ownership of Pledged Equity Interests in any of the Gaming Entities, or its assets; (iii) all cash and non-cash dividends, distributions, securities, instruments and other property and assets from time to time received, receivable or otherwise distributed said corporation in respect of, or in exchange for, or upon in substitution of any and all such stock, and all proceeds thereof, whether now existing or at any time hereafter acquired or issued (collectively the conversion of“Stock Collateral”). The delivery to Secured Party of any securities now or hereafter included in the Stock Collateral shall be accompanied by stock powers executed in blank and by such other documents or instruments as Secured Party may reasonably request. Each subsequent delivery of certificates for such Stock Collateral shall be accompanied by a schedule showing the number of shares and the number of each certificate representing such shares and then being pledged hereunder, the Pledged Equity Interests which schedule shall be attached hereto and made a part hereof. Should any other property referred of any nature whatsoever of Pledgor be conveyed to in clauses (i) Secured Party or otherwise come into the possession of Secured Party as security for the Secured Obligations, unless such property shall be covered by and (ii) subject to the terms of Section 2.1; (iv) any other claim which the Grantor now has or may in the future acquire in its capacity a separate security agreement executed and delivered by Pledgor to Secured Party as equityholder of security for any of the Gaming Entities against any other Secured Obligations, such shall automatically become subject to the terms of this Agreement, and all such property shall, along with the Gaming Entities and their property or assets;Stock Collateral, be sometimes referred to hereinafter as the “Collateral.” (vb) Upon the request of Secured Party, Pledgor will execute such financing statements and other documents, pay the cost of filing or recording the same in all proceedspublic offices deemed necessary or appropriate by Secured Party, products and accessions of do such other acts and to any and all of the property described in the preceding clauses (i) through (iv) of this Section 2.1 (including, without limitation, proceeds that constitute property of the types described above); and (vi) all certificates, instruments or other documents things as Secured Party may from time to time evidencing reasonably request, to establish and maintain a valid security interest in the Collateral, free of all other liens and claims of every nature whatsoever other than those in favor of Secured Party. Pledgor hereby authorizes Secured Party to prepare and file, without Pledgor’s execution thereof, such financing statements as Secured Party deems appropriate to perfect, protect and/or preserve its security interest in any of the foregoing, and all interest, earnings and other proceeds of any of the foregoing. The Grantor agrees that this Agreement, the security interest granted pursuant to this Agreement and all rights, remedies, powers and privileges provided to the Collateral Agent under this Agreement are in addition to and not in any way affected or limited by any other security now or at any time held by the Collateral Agent to secure payment and performance of the Secured ObligationsCollateral.

Pledge and Security Interest. Each Grantor (a) Although the parties hereto intend that the issuance and sale of the Purchased Property evidenced by the Certificate by the Authority to the Holder be characterized as an absolute sale rather than a secured borrowing, in the event such transaction is deemed to be a secured borrowing, in order to secure the Authority’s obligations to the Holder hereunder, the Authority hereby pledges, assigns and grants a security interest to the Holder in the Certificate and the Purchased Property (the “Collateral”). (b) The Authority consents to the filing by the Holder of Uniform Commercial Code financing statements in the appropriate filing offices in order to perfect the foregoing pledge, assignment and security interest. (c) The Authority represents and warrants to the Holder that: (i) this Agreement creates a valid and continuing security interest (as defined in the Uniform Commercial Code of California) in the Collateral in favor of the Holder, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Authority; (ii) the Authority owns and has good and marketable title to the Collateral Agentfree and clear of any lien, for claim or encumbrance of any Person; (iii) the benefit Authority has received all consents and approvals required by the terms of the Secured PartiesPurchase Agreements to the sale of the Collateral hereunder to the Holder; (iv) the Authority has caused or will have caused, a within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under the following personal property of such Grantor, in each case whether now or hereafter owned or existing or in which any Grantor now has or hereafter acquires an interest and wherever the same may be located (subject to Section 2.2, all of which being hereinafter collectively referred to as the “Pledged Collateral”): (i) all Pledged Equity Interests in the Gaming Entities and all additional shares of, or interests in, all Pledged Equity Interests of any of the Gaming Entities now or hereafter owned or acquired by the Grantor, and all other Pledged Equity Interests in any of the Gaming Entities now or hereafter owned or acquired by the Grantor, in each case, whether as a dividend or distribution or as a result of a stock split or otherwise, and all of the Grantor’s rights to acquire Pledged Equity Interests in any of the Gaming Entities in addition to or in exchange or substitution for the existing Pledged Equity Interests; (ii) all of the Grantor’s rights, benefits, privileges, authority and powers under any Organizational Document of any of the Gaming Entities or voting trust agreement or similar agreement, including, without limitation, (A) all of the Grantor’s interest in the capital of any of the Gaming Entities, and all rights of the Grantor as an equityholder and all rights to receive dividends (including non-cash dividends), distributions, cash, securities, instruments and other property, assets or proceeds of any kind from time to time received, receivable or otherwise distributed or distributable in respect of the Pledged Equity Interests or pursuant to any Organizational Document of any of the Gaming Entities by way of distribution, return of capital or otherwise, (B) all other payments due or to become due Collateral granted to the Grantor in respect of the Pledged Equity Interests or any Organizational Document of any of the Gaming Entities, including but not limited to all rights of the Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty due to or with respect to the Pledged Equity Interests or any Organizational Document of any of the Gaming Entities, (C) all claims of the Grantor for damages arising out of or for breach of or default under any Organizational Document of the Gaming Entities, (D) the right of the Grantor to terminate any Organizational Document of any of the Gaming Entities, to perform and exercise consensual or voting rights thereunder, including but not limited to the right, if any, to manage any of the Gaming Entities’ affairs, to make determinations, to exercise any election or option or to give or receive any notice, consent, amendment, waiver or approval, and the right, if any, to compel performance and otherwise exercise all remedies thereunder, (E) all rights of the Grantor as an equityholder of any of the Gaming Entities, to all property and assets of any of the Gaming Entities (whether real property, inventory, equipment, contract rights, accounts, receivables, general intangibles, securities, instruments, chattel paper, documents, chooses in action or otherwise), (F) and (F) certificates or instruments evidencing an ownership of Pledged Equity Interests in any of the Gaming Entities, or its assets; (iii) all cash and non-cash dividends, distributions, securities, instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of, in exchange for, or upon the conversion of, the Pledged Equity Interests and other property referred to in clauses (i) and (ii) of Section 2.1; (iv) any other claim which the Grantor now has or may in the future acquire in its capacity as equityholder of any of the Gaming Entities against any other of the Gaming Entities and their property or assets; Holder hereunder; (v) all proceeds, products and accessions of and other than the security interest granted to any and all of the property described in the preceding clauses (i) through (iv) of this Section 2.1 (including, without limitation, proceeds that constitute property of the types described above); and (vi) all certificates, instruments or other documents from time Holder pursuant to time evidencing any of the foregoing, and all interest, earnings and other proceeds of any of the foregoing. The Grantor agrees that this Agreement, the Authority has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral; (vi) the Authority has not authorized the filing of and is not aware of any financing statements against the Authority that include a description of collateral covering the Collateral other than any financing statement relating to the security interest granted pursuant to this Agreement and all rights, remedies, powers and privileges provided to the Collateral Agent under this Agreement are in addition to Holder hereunder or that has been terminated; and (vii) the Authority is not in aware of any way affected judgment or limited by any other security now or at any time held by tax lien filings against the Collateral Agent to secure payment Authority. Such representations and performance of warranties shall survive the Secured Obligations.Closing and may not be waived. -5- ACTIVE 217885534v.4

Pledge and Security Interest. Each Grantor a. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, Bank a first in priority security interest in 100 shares of BANKATLANTIC, A FEDERAL SAVINGS BANK ("BankAtlantic") (which shares shall be evidenced by the stock certificates which Pledgor has previously delivered to Bank), and continuing lien on all of such Grantor’s right, title and interest in, to and under the following personal property of such Grantor, in each case whether now or hereafter owned or existing or in which any Grantor now has or hereafter acquires an interest and wherever the same may be located (subject to Section 2.2, all of which being hereinafter collectively referred to as the “Pledged Collateral”): (i) all Pledged Equity Interests in the Gaming Entities and all additional shares of, or interests in, all Pledged Equity Interests of BankAtlantic hereafter at any of the Gaming Entities now or hereafter owned or time and from time to time acquired by the GrantorPledgor together with all dividends, stock dividends, stock splits, warrants, options, stock purchase rights, and all other Pledged Equity Interests in property at any of the Gaming Entities now or hereafter owned or acquired by the Grantor, in each case, whether as a dividend or distribution or as a result of a stock split or otherwise, time and all of the Grantor’s rights to acquire Pledged Equity Interests in any of the Gaming Entities in addition to or in exchange or substitution for the existing Pledged Equity Interests; (ii) all of the Grantor’s rights, benefits, privileges, authority and powers under any Organizational Document of any of the Gaming Entities or voting trust agreement or similar agreement, including, without limitation, (A) all of the Grantor’s interest in the capital of any of the Gaming Entities, and all rights of the Grantor as an equityholder and all rights to receive dividends (including non-cash dividends), distributions, cash, securities, instruments and other property, assets or proceeds of any kind from time to time received, receivable or otherwise distributed or distributable in respect of the Pledged Equity Interests or pursuant to any Organizational Document of any of the Gaming Entities by way of distribution, return of capital or otherwise, (B) all other payments due or to become due to the Grantor in respect of the Pledged Equity Interests or any Organizational Document of any of the Gaming Entities, including but not limited to all rights of the Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty due to or with respect to the Pledged Equity Interests or any Organizational Document of any of the Gaming Entities, (C) all claims of the Grantor for damages arising out of or for breach of or default under any Organizational Document of the Gaming Entities, (D) the right of the Grantor to terminate any Organizational Document of any of the Gaming Entities, to perform and exercise consensual or voting rights thereunder, including but not limited to the right, if any, to manage any of the Gaming Entities’ affairs, to make determinations, to exercise any election or option or to give or receive any notice, consent, amendment, waiver or approval, and the right, if any, to compel performance and otherwise exercise all remedies thereunder, (E) all rights of the Grantor as an equityholder of any of the Gaming Entities, to all property and assets of any of the Gaming Entities (whether real property, inventory, equipment, contract rights, accounts, receivables, general intangibles, securities, instruments, chattel paper, documents, chooses in action or otherwise), (F) and (F) certificates or instruments evidencing an ownership of Pledged Equity Interests in any of the Gaming Entities, or its assets; (iii) all cash and non-cash dividends, distributions, securities, instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of, or in exchange for, or upon the conversion in substitution of, the Pledged Equity Interests and other property referred to in clauses (i) and (ii) of Section 2.1; (iv) any other claim which the Grantor now has or may in the future acquire in its capacity as equityholder of any of the Gaming Entities against any other of the Gaming Entities and their property or assets; (v) all proceeds, products and accessions of and to any and all of said shares, and all proceeds thereof, whether now existing or at any time hereafter acquired or issued (all of which shall be referred to herein collectively as the "Stock Collateral"); provided, however, prior to the occurrence of any Event of Default hereunder, Pledgor shall be entitled to receive and retain all dividends of cash and noncash property described (other than stock dividends, stock splits, warrants, options, and stock purchase rights), and such dividends shall not constitute part of the Stock Collateral. Upon delivery to the Bank, any security now or thereafter included in the preceding clauses (i) through (iv) of this Section 2.1 (including, without limitation, proceeds that constitute property of the types described above); and (vi) all certificates, instruments or Stock Collateral shall be accompanied by executed stock powers in blank and by such other documents or instruments as Bank may reasonably request. Each delivery of certificates for such Stock Collateral shall be accompanied by a schedule showing the number of shares and the numbers of certificates theretofore and then being pledged hereunder, which schedule shall be attached hereto and made a part hereof. b. Upon the request of Bank, Pledgor will execute or cause to be executed such financing statements and other documents, pay the cost of filing or recording the same in all public offices deemed necessary or appropriate by Bank, and do such other acts and things as Bank may from time to time evidencing any reasonably request, including delivery of the foregoingStock Collateral to the Bank, to establish and all interest, earnings and other proceeds of any of the foregoing. The Grantor agrees that this Agreement, the maintain a valid security interest in all the Stock Collateral, free of all other liens and claims except those expressly permitted or granted pursuant to this Agreement and all rights, remedies, powers and privileges provided to the Collateral Agent under this Agreement are in addition to and not in any way affected or limited by any other security now or at any time held by the Collateral Agent to secure payment and performance of the Secured Obligationsherein.

Pledge and Security Interest. Each Grantor hereby grants (a) This Trust Indenture creates a valid and binding pledge and assignment of security interest in all of the Pledged Assets pledged under the Trust Indenture in favor of the Trustee as security for payment of the Bonds and any Credit Provider to secure the payment of any and all amounts which may from time to time become due and owing to such Credit Provider pursuant to any Credit Enhancement, enforceable by the Trustee in accordance with the terms hereof. (b) Under the granting clauses of this Trust Indenture and pursuant to the Collateral AgentUniform Commercial Code as adopted in New York, the Issuer has granted a security interest in and has otherwise assigned the Pledged Assets to the Trustee, which security interest is prior to all other liens, charges, security interests, mortgages or other encumbrances, and is enforceable as such as against creditors of and purchasers from the Issuer. (c) The Issuer (or the Eligible Lender Trustee on behalf of the Issuer) owns and has good and marketable title to the Pledged Assets free and clear of any lien, charge, security interest, mortgage or other encumbrance, claim or encumbrance of any person, other than those granted pursuant to this Indenture. (d) For sale of loan participations, swaps and other “payment intangibles” (within the meaning of the applicable UCC), the Issuer has received all consents and approvals required by the terms of the Loans for the pledge of the Loans hereunder to the Trustee. (e) The Issuer has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Pledged Assets granted to the Trustee hereunder. (f) The Issuer has received a written acknowledgment from the Servicer, as custodian for the Trustee, that the Servicer is holding executed copies of the promissory notes that constitute or evidence the Loans for which it is acting as Servicer, and that the Servicer is holding such solely on behalf and for the benefit of the Secured Parties, a security interest Trustee. (g) The representations and warranties set forth in clauses (a) through (f) of this Section 5.1 shall survive the termination of this Indenture. (h) The Trustee shall not waive any of the representations and continuing lien on all of such Grantor’s right, title and interest in, to and under the following personal property of such Grantor, warranties set forth in each case whether now or hereafter owned or existing or in which any Grantor now has or hereafter acquires an interest and wherever the same may be located (subject to this Section 2.2, all of which being hereinafter collectively referred to as the “Pledged Collateral”):5.1. (i) The Issuer shall take all Pledged Equity Interests in the Gaming Entities and all additional shares of, or interests in, all Pledged Equity Interests of any of the Gaming Entities now or hereafter owned or acquired by the Grantorsteps necessary, and all shall cause the Servicer and each other Pledged Equity Interests in any of the Gaming Entities now or hereafter owned or acquired by the Grantor, in each case, whether as a dividend or distribution or as a result of a stock split or otherwise, and all of the Grantor’s rights to acquire Pledged Equity Interests in any of the Gaming Entities in addition to or in exchange or substitution for the existing Pledged Equity Interests; (ii) all of the Grantor’s rights, benefits, privileges, authority and powers under any Organizational Document of any of the Gaming Entities or voting trust agreement or similar agreement, including, without limitation, (A) all of the Grantor’s interest in the capital of any of the Gaming Entities, and all rights of the Grantor as an equityholder and all rights to receive dividends (including non-cash dividends), distributions, cash, securities, instruments and other property, assets or proceeds of any kind from time to time received, receivable or otherwise distributed or distributable in respect of the Pledged Equity Interests or pursuant to any Organizational Document of any of the Gaming Entities by way of distribution, return of capital or otherwise, (B) all other payments due or to become due to the Grantor in respect of the Pledged Equity Interests or any Organizational Document of any of the Gaming Entities, including but not limited to all rights of the Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty due to or with respect to the Pledged Equity Interests or any Organizational Document of any of the Gaming Entities, (C) all claims of the Grantor for damages arising out of or for breach of or default under any Organizational Document of the Gaming Entities, (D) the right of the Grantor to terminate any Organizational Document of any of the Gaming Entities, to perform and exercise consensual or voting rights thereunder, including but not limited to the rightcustodian, if any, to manage any take all steps necessary and appropriate, to maintain the perfection and priority of the Gaming Entities’ affairs, to make determinations, to exercise any election or option or to give or receive any notice, consent, amendment, waiver or approval, and the right, if any, to compel performance and otherwise exercise all remedies thereunder, (E) all rights of the Grantor as an equityholder of any of the Gaming Entities, to all property and assets of any of the Gaming Entities (whether real property, inventory, equipment, contract rights, accounts, receivables, general intangibles, securities, instruments, chattel paper, documents, chooses Trustee’s security interest in action or otherwise), (F) and (F) certificates or instruments evidencing an ownership of Pledged Equity Interests in any of the Gaming Entities, or its assets; (iii) all cash and non-cash dividends, distributions, securities, instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of, in exchange for, or upon the conversion of, the Pledged Equity Interests and other property referred to in clauses (i) and (ii) of Section 2.1; (iv) any other claim which the Grantor now has or may in the future acquire in its capacity as equityholder of any of the Gaming Entities against any other of the Gaming Entities and their property or assets; (v) all proceeds, products and accessions of and to any and all of the property described in the preceding clauses (i) through (iv) of this Section 2.1 (including, without limitation, proceeds that constitute property of the types described above); and (vi) all certificates, instruments or other documents from time to time evidencing any of the foregoing, and all interest, earnings and other proceeds of any of the foregoing. The Grantor agrees that this Agreement, the security interest granted pursuant to this Agreement and all rights, remedies, powers and privileges provided to the Collateral Agent under this Agreement are in addition to and not in any way affected or limited by any other security now or at any time held by the Collateral Agent to secure payment and performance of the Secured ObligationsAssets.

Pledge and Security Interest. Each Grantor hereby (a) As security for the performance of its obligations under this Agreement and the Loan Documents, and the payment and discharge of the Indebtedness, the Borrower and PA1 grant to the Lender a security interest in, and lien upon all of the Collateral and authorizes Lender to file all appropriate UCC-1 security statements in any office of public record to perfect such security interest, if recording is required to perfect such security interest. The Borrower and PA1, and each of them, grants to Lender a security interest and a right of setoff as security for all liabilities and Obligations to Lender, whether now existing or hereafter arising, upon and against all Collateral, deposits, credits, and property, now or hereafter in the Collateral Agentpossession, for custody, safekeeping or control of Lender or any entity under the control of Lender, or in transit to any of them, including, but not limited to, the Project Funding Trust Account and the Project Restricted Deposit Account. At any time after an Event of Default (that has not been waived in writing by Lender), without demand or notice, Lender may set off the same or any part thereof and apply the same to any liability or obligation of the Borrower and/or PA1 even though unmatured and regardless of the adequacy of any other collateral securing the Loan. The Lender shall not be required to marshal any present or future security for, or guarantees of the obligations or to resort to any such security or guarantee in any particular order and the Borrower waive, to the fullest extent that it lawfully can, (a) any right they might have to require the Lender to pursue any particular remedy before proceeding against them and (b) any right to the benefit of or to direct the Secured Parties, a security interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under the following personal property of such Grantor, in each case whether now or hereafter owned or existing or in which any Grantor now has or hereafter acquires an interest and wherever the same may be located (subject to Section 2.2, all of which being hereinafter collectively referred to as the “Pledged Collateral”): (i) all Pledged Equity Interests in the Gaming Entities and all additional shares of, or interests in, all Pledged Equity Interests of any application of the Gaming Entities now or hereafter owned or acquired by the Grantor, and all other Pledged Equity Interests in any of the Gaming Entities now or hereafter owned or acquired by the Grantor, in each case, whether as a dividend or distribution or as a result of a stock split or otherwise, and all of the Grantor’s rights to acquire Pledged Equity Interests in any of the Gaming Entities in addition to or in exchange or substitution for the existing Pledged Equity Interests; (ii) all of the Grantor’s rights, benefits, privileges, authority and powers under any Organizational Document of any of the Gaming Entities or voting trust agreement or similar agreement, including, without limitation, (A) all of the Grantor’s interest in the capital of any of the Gaming Entities, and all rights of the Grantor as an equityholder and all rights to receive dividends (including non-cash dividends), distributions, cash, securities, instruments and other property, assets or proceeds of any kind from time to time received, receivable or otherwise distributed or distributable collateral until the obligations are paid in respect full. (b) PA1 has determined that the extension of the Pledged Equity Interests or pursuant to any Organizational Document of any of the Gaming Entities by way of distribution, return of capital or otherwise, (B) all other payments due or to become due credit to the Grantor in respect Borrower under the Note and this Agreement benefits it, and that its execution, delivery and performance of the Pledged Equity Interests or any Organizational Document of any of the Gaming Entities, including but not limited to all rights of the Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty due to or with respect to the Pledged Equity Interests or any Organizational Document of any of the Gaming Entities, (C) all claims of the Grantor for damages arising out of or for breach of or default under any Organizational Document of the Gaming Entities, (D) the right of the Grantor to terminate any Organizational Document of any of the Gaming Entities, to perform and exercise consensual or voting rights thereunder, including but not limited to the right, if any, to manage any of the Gaming Entities’ affairs, to make determinations, to exercise any election or option or to give or receive any notice, consent, amendment, waiver or approvalthis Agreement, and the rightpledge contained herein, if anyare in its best interests. To induce Lender to make the Loan, and acknowledging that Lender has in fact relied upon the agreements, warranties and representations of PA1 as set forth in this Agreement in extending credit facilities to compel performance ▇▇▇▇▇▇▇▇, ▇▇▇ has agreed to pledge and otherwise exercise all remedies thereunder, (E) all rights grant security interests in the Collateral as security for the repayment of the Grantor as an equityholder of any of the Gaming Entities, to all property and assets of any of the Gaming Entities (whether real property, inventory, equipment, contract rights, accounts, receivables, general intangibles, securities, instruments, chattel paper, documents, chooses in action or otherwise), (F) and (F) certificates or instruments evidencing an ownership of Pledged Equity Interests in any of the Gaming Entities, or its assets; (iii) all cash and non-cash dividends, distributions, securities, instruments and other property and assets from time to time received, receivable or otherwise distributed in respect ofLoan, in exchange for, or upon accordance with the conversion of, the Pledged Equity Interests and other property referred to in clauses (i) and (ii) of Section 2.1; (iv) any other claim which the Grantor now has or may in the future acquire in its capacity as equityholder of any of the Gaming Entities against any other of the Gaming Entities and their property or assets; (v) all proceeds, products and accessions of and to any and all of the property described in the preceding clauses (i) through (iv) terms of this Section 2.1 (including, without limitation, proceeds that constitute property of the types described above); and (vi) all certificates, instruments or other documents from time to time evidencing any of the foregoing, and all interest, earnings and other proceeds of any of the foregoing. The Grantor agrees that this Agreement, the security interest granted pursuant to this Agreement and all rights, remedies, powers and privileges provided to the Collateral Agent under this Agreement are in addition to and not in any way affected or limited by any other security now or at any time held by the Collateral Agent to secure payment and performance of the Secured Obligations.

Pledge and Security Interest. Each Grantor (a) The Sellers and the Shareholders hereby grants jointly and severally pledge, assign, grant and convey to the Collateral Agent, for the benefit of the Secured Parties, Buyer a security interest in 2,500 shares (the "ESCROW SHARES") of the Buyer's Convertible Preferred Stock (the "PREFERRED STOCK"), and continuing lien on all in any shares of Common Stock (as hereinafter defined) issued upon the conversion of any shares of the Preferred Stock. The Buyer, the Sellers and the Shareholders acknowledge that such Grantor’s rightpledge, title assignment, grant and interest in, conveyance is made in order to and under secure claims or demands of the following personal property of such Grantor, in each case whether now or hereafter owned or existing or in which any Grantor now has or hereafter acquires an interest and wherever the same may be located (subject to Section 2.2, all of which being hereinafter collectively referred to as the “Pledged Collateral”): Buyer for (i) all Pledged Equity Interests payment of any Net Current Assets Shortfall under Section 1.3(c) of the Purchase Agreement and/or (ii) indemnification by the Sellers and the Shareholders under Article 10 of the Purchase Agreement (in either case, a "CLAIM"). Upon the Gaming Entities and all additional issuance of any shares of, or interests in, all Pledged Equity Interests of the Buyer's Class A Common Stock (the "COMMON STOCK") upon conversion of any of the Gaming Entities now or hereafter owned or acquired shares of Preferred Stock included in the Escrow Shares, such shares of Common Stock shall be delivered by the GrantorBuyer to the Escrow Agent and shall, and for all other Pledged Equity Interests in any purposes of this Agreement, become part of the Gaming Entities now Escrow Shares. The Sellers, the Buyer and the Shareholders agree that the Escrow Agent shall hold the certificate or hereafter owned or acquired by certificates representing the Grantor, in each case, whether as a dividend or distribution or as a result of a stock split or otherwise, and all Escrow Shares on behalf of the Grantor’s rights to acquire Pledged Equity Interests in any Buyer for purposes of perfecting the Gaming Entities in addition to or in exchange or substitution for the existing Pledged Equity Interests; (ii) all of the Grantor’s rights, benefits, privileges, authority and powers under any Organizational Document of any of the Gaming Entities or voting trust agreement or similar agreement, including, without limitation, (A) all of the Grantor’s Buyer's security interest in the capital Escrow Shares. The security interest of the Buyer in the Escrow Shares shall continue until the Escrow Shares have been disbursed to the Shareholders in accordance with Section 5, at which time such security interest shall terminate. (b) Upon conversion of any shares of Preferred Stock included in the Escrow Shares, the Buyer shall deliver to the Escrow Agent the certificate or certificates representing the shares of Common Stock issued upon such conversion in the name of the Gaming Entities, respective Shareholder provided that the Escrow Agent shall have received from the respective Shareholder three Stock Powers (as defined in Section 3 below) with respect to such shares of Common Stock. Upon receipt of such Stock Powers and all rights of the Grantor as an equityholder and all rights to receive dividends (including non-cash dividends), distributions, cash, securities, instruments and other property, assets or proceeds of any kind from time to time received, receivable or otherwise distributed or distributable certificates in respect of such Common Stock, the Pledged Equity Interests Escrow Agent shall deliver to the Buyer the certificate or pursuant certificates evidencing the shares of Preferred Stock so converted. Notwithstanding the foregoing, the Shareholders shall not be entitled to any Organizational Document convert shares of Preferred Stock which are Disputed Shares (as defined in Section 5 below). (c) Notwithstanding anything contained herein to the contrary, the Escrow Agent shall have no obligation, duty or authority to investigate whether such conversion of any shares of Preferred Stock has occurred or the Gaming Entities by way of distribution, return of capital dates or otherwise, (B) all other payments due or to become due to the Grantor in respect of the Pledged Equity Interests or any Organizational Document amounts of any of the Gaming Entities, including but not limited to all rights of the Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty due to or with respect to the Pledged Equity Interests or any Organizational Document of any of the Gaming Entities, (C) all claims of the Grantor for damages arising out of or for breach of or default under any Organizational Document of the Gaming Entities, (D) the right of the Grantor to terminate any Organizational Document of any of the Gaming Entities, to perform and exercise consensual or voting rights thereunder, including but not limited to the right, if any, to manage any of the Gaming Entities’ affairs, to make determinations, to exercise any election or option or to give or receive any notice, consent, amendment, waiver or approvalsuch conversion, and the rightEscrow Agent shall have no obligation, if any, duty or authority hereunder to compel performance and otherwise exercise all remedies thereunder, (E) all rights of enforce or require the Grantor as an equityholder delivery of any of items required to be delivered to the Gaming Entities, to all property and assets of any of the Gaming Entities (whether real property, inventory, equipment, contract rights, accounts, receivables, general intangibles, securities, instruments, chattel paper, documents, chooses in action or otherwise), (F) and (F) certificates or instruments evidencing an ownership of Pledged Equity Interests in any of the Gaming Entities, or its assets; (iii) all cash and non-cash dividends, distributions, securities, instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of, in exchange for, or upon the conversion of, the Pledged Equity Interests and other property referred to in clauses (i) and (ii) of Section 2.1; (iv) any other claim which the Grantor now has or may in the future acquire in its capacity as equityholder of any of the Gaming Entities against any other of the Gaming Entities and their property or assets; (v) all proceeds, products and accessions of and to any and all of the property described in the preceding clauses (i) through (iv) of this Section 2.1 (including, without limitation, proceeds that constitute property of the types described above); and (vi) all certificates, instruments or other documents from time to time evidencing any of the foregoing, and all interest, earnings and other proceeds of any of the foregoing. The Grantor agrees that this Agreement, the security interest granted Escrow Agent pursuant to this Agreement and all rights, remedies, powers and privileges provided to the Collateral Agent under this Agreement are in addition to and not in any way affected Section 1(a) or limited by any other security now or at any time held by the Collateral Agent to secure payment and performance of the Secured Obligations1(b) hereof.

Pledge and Security Interest. Each Grantor As additional security for the ---------------------------- payment and performance by Borrower of all duties, responsibilities and obligations hereunder and under the Loan Documents, Borrower hereby unconditionally and irrevocably assigns, conveys, pledges, mortgages, transfers, delivers, deposits, sets over and confirms unto PNC Bank, and hereby grants to the Collateral Agent, for the benefit of the Secured Parties, PNC Bank a security interest and a valid and perfected first lien in (a) the Escrow Funds, (b) the Escrow Account, (c) all insurance of the Escrow Account, (d) all accounts, contract rights and continuing lien on general intangibles or other rights and interests pertaining thereto, (e) all of such Grantor’s right, title and interest in, to and under the following personal property of such Grantor, in each case whether sums now or hereafter owned therein or existing represented thereby, (f) all replacements, substitutions or in which any Grantor proceeds thereof, (g) all instruments and documents now has or hereafter acquires an interest evidencing the Escrow Funds or the Escrow Account, (h) all powers, options, rights, privileges and wherever immunities pertaining to the same may be located Escrow Funds or the Escrow Account (subject including the right to Section 2.2make withdrawal therefrom), all of which being hereinafter collectively referred to as the “Pledged Collateral”): and (i) all Pledged Equity Interests proceeds of the foregoing. PNC Bank may deliver notice of its interest in the Gaming Entities Escrow Funds and Escrow Account at any time to the financial institution wherein the Escrow Account has been established, and PNC Bank shall have possession of all passbooks or other evidences of such Escrow Account. Borrower hereby assumes all risk of loss with respect to amounts on deposit in the Escrow Account, except to the extent caused by the gross negligence or intentional misconduct of PNC Bank. Borrower hereby agrees that the advancement of Escrow Funds f▇▇▇ ▇▇▇ Escrow Account as set forth herein is at Borrower's direction and is not the exercise by PNC Bank of any right of set-off or other remedy upon an Event of Default (as defined in the Loan Documents). Borrower hereby waives all right to withdraw Escrow Funds from the Escrow Account, except upon full satisfaction of all amounts owing under the Loan. Borrower agrees to execute and deliver on demand any and all additional shares of, ▇▇▇▇▇▇▇▇ation requested by PNC Bank to further evidence or interests in, all Pledged Equity Interests of any of the Gaming Entities now or hereafter owned or acquired by the Grantor, and all other Pledged Equity Interests in any of the Gaming Entities now or hereafter owned or acquired by the Grantor, in each case, whether as a dividend or distribution or as a result of a stock split or otherwise, and all of the Grantor’s rights to acquire Pledged Equity Interests in any of the Gaming Entities in addition to or in exchange or substitution for the existing Pledged Equity Interests; (ii) all of the Grantor’s rights, benefits, privileges, authority and powers under any Organizational Document of any of the Gaming Entities or voting trust agreement or similar agreementperfect such assignment, including, without limitation, (A) Uniform Commercial Code financing statements. Borrower hereby irrevocably constitutes and appoints PNC Bank as its attorney-in-fact, with full power of substitution and transfer, to execute and deliver any and all such documentation. The power of attorney hereby granted shall be irrevocable and coupled with an interest. This Agreement shall constitute a Security Agreement under the Uniform Commercial Code as enacted in the State and upon an Event of Default, PNC Bank may exercise any or all of the Grantor’s interest remedies available at law or in the capital of any of the Gaming Entities, and all rights of the Grantor as an equityholder and all rights to receive dividends (including non-cash dividends), distributions, cash, securities, instruments and other property, assets or proceeds of any kind from time to time received, receivable or otherwise distributed or distributable in respect of the Pledged Equity Interests or pursuant to any Organizational Document of any of the Gaming Entities by way of distribution, return of capital or otherwise, (B) all other payments due or to become due to the Grantor in respect of the Pledged Equity Interests or any Organizational Document of any of the Gaming Entities, including but not limited to all rights of the Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty due to or with respect to the Pledged Equity Interests or any Organizational Document of any of the Gaming Entities, (C) all claims of the Grantor for damages arising out of or for breach of or default under any Organizational Document of the Gaming Entities, (D) the right of the Grantor to terminate any Organizational Document of any of the Gaming Entities, to perform and exercise consensual or voting rights thereunder, including but not limited to the right, if any, to manage any of the Gaming Entities’ affairs, to make determinations, to exercise any election or option or to give or receive any notice, consent, amendment, waiver or approval, and the right, if any, to compel performance and otherwise exercise all remedies thereunder, (E) all rights of the Grantor as an equityholder of any of the Gaming Entities, to all property and assets of any of the Gaming Entities (whether real property, inventory, equipment, contract rights, accounts, receivables, general intangibles, securities, instruments, chattel paper, documents, chooses in action or otherwise), (F) and (F) certificates or instruments evidencing an ownership of Pledged Equity Interests in any of the Gaming Entities, or its assets; (iii) all cash and non-cash dividends, distributions, securities, instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of, in exchange for, or upon the conversion of, the Pledged Equity Interests and other property referred to in clauses (i) and (ii) of Section 2.1; (iv) any other claim which the Grantor now has or may in the future acquire in its capacity as equityholder of any of the Gaming Entities against any other of the Gaming Entities and their property or assets; (v) all proceeds, products and accessions of and to any and all of the property described in the preceding clauses (i) through (iv) of this Section 2.1 (equity including, without limitation, proceeds that constitute property of the types described above); and (vi) all certificates, instruments or other documents from time to time evidencing any of the foregoing, and all interest, earnings and other proceeds of any of the foregoing. The Grantor agrees that this Agreement, the security interest granted pursuant to remedies specified in this Agreement and all rightsthe remedies available to a secured party following default as specified in such Uniform Commercial Code. PNC Bank and Borrower hereby acknowledge and agree that PNC Bank has a valid and perfected first priority lien on, remediesand security interest in, powers and privileges provided to the Collateral Agent under this Agreement are in addition to and not in any way affected or limited by any other security Escrow Funds now or at any time hereafter held by in the Collateral Agent to secure payment and performance of the Secured ObligationsEscrow Account.

Pledge and Security Interest. Each Grantor As additional security for the payment and performance by Borrowers of all duties, responsibilities and obligations hereunder and under the Loan Documents, Borrowers hereby grants to the Collateral unconditionally and irrevocably assign, convey, pledge, mortgage, transfer, deliver, deposit, set over and confirm unto Agent, for the benefit of the Secured Parties, and hereby grant to Agent a security interest and a valid and perfected first lien in (i) the Escrow Funds, (ii) the Escrow Account, (iii) all insurance of the Escrow Account, (iv) all accounts, contract rights and continuing lien on general intangibles or other rights and interests pertaining thereto, (v) all of such Grantor’s right, title and interest in, to and under the following personal property of such Grantor, in each case whether sums now or hereafter owned therein or existing or in which any Grantor now has or hereafter acquires an interest and wherever the same may be located represented thereby, (subject to Section 2.2, all of which being hereinafter collectively referred to as the “Pledged Collateral”): (ivi) all Pledged Equity Interests in the Gaming Entities replacements, substitutions or proceeds thereof, (vii) all instruments and all additional shares of, or interests in, all Pledged Equity Interests of any of the Gaming Entities documents now or hereafter owned evidencing the Escrow Funds or acquired the Escrow Account, (viii) all powers, options, rights, privileges and immunities pertaining to the Escrow Funds or the Escrow Account (including the right to make withdrawal therefrom), and (ix) all proceeds of the foregoing. Agent shall have possession of all passbooks or other evidences of such Escrow Account. Borrowers hereby assume all risk of loss with respect to amounts on deposit in the Escrow Account, except to the extent caused by the Grantorgross negligence or intentional misconduct of Agent and the Lenders. Borrowers hereby agree that the advancement of Escrow Funds from the Escrow Account as set forth herein is at Borrowers’ direction and is not the exercise by Agent of any right of set-off or other remedy upon an Event of Default (as defined in the Loan Documents). Borrowers hereby waive all right to withdraw Escrow Funds from the Escrow Account, except upon full satisfaction of all amounts owing under the Loan. Borrowers agree to execute and deliver on demand any and all other Pledged Equity Interests in any of the Gaming Entities now documentation requested by Agent to further evidence or hereafter owned or acquired by the Grantor, in each case, whether as a dividend or distribution or as a result of a stock split or otherwise, and all of the Grantor’s rights to acquire Pledged Equity Interests in any of the Gaming Entities in addition to or in exchange or substitution for the existing Pledged Equity Interests; (ii) all of the Grantor’s rights, benefits, privileges, authority and powers under any Organizational Document of any of the Gaming Entities or voting trust agreement or similar agreementperfect such assignment, including, without limitation, (A) Uniform Commercial Code financing statements. Borrowers hereby irrevocably constitute and appoint Agent as its attorney-in-fact, with full power of substitution and transfer, to execute and deliver any and all such documentation. The power of attorney hereby granted shall be irrevocable and coupled with an interest. This Agreement shall constitute a Security Agreement under the Uniform Commercial Code as enacted in the Commonwealth of Virginia and upon an Event of Default, Agent may exercise any or all of the Grantor’s interest remedies available at law or in the capital of any of the Gaming Entities, and all rights of the Grantor as an equityholder and all rights to receive dividends (including non-cash dividends), distributions, cash, securities, instruments and other property, assets or proceeds of any kind from time to time received, receivable or otherwise distributed or distributable in respect of the Pledged Equity Interests or pursuant to any Organizational Document of any of the Gaming Entities by way of distribution, return of capital or otherwise, (B) all other payments due or to become due to the Grantor in respect of the Pledged Equity Interests or any Organizational Document of any of the Gaming Entities, including but not limited to all rights of the Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty due to or with respect to the Pledged Equity Interests or any Organizational Document of any of the Gaming Entities, (C) all claims of the Grantor for damages arising out of or for breach of or default under any Organizational Document of the Gaming Entities, (D) the right of the Grantor to terminate any Organizational Document of any of the Gaming Entities, to perform and exercise consensual or voting rights thereunder, including but not limited to the right, if any, to manage any of the Gaming Entities’ affairs, to make determinations, to exercise any election or option or to give or receive any notice, consent, amendment, waiver or approval, and the right, if any, to compel performance and otherwise exercise all remedies thereunder, (E) all rights of the Grantor as an equityholder of any of the Gaming Entities, to all property and assets of any of the Gaming Entities (whether real property, inventory, equipment, contract rights, accounts, receivables, general intangibles, securities, instruments, chattel paper, documents, chooses in action or otherwise), (F) and (F) certificates or instruments evidencing an ownership of Pledged Equity Interests in any of the Gaming Entities, or its assets; (iii) all cash and non-cash dividends, distributions, securities, instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of, in exchange for, or upon the conversion of, the Pledged Equity Interests and other property referred to in clauses (i) and (ii) of Section 2.1; (iv) any other claim which the Grantor now has or may in the future acquire in its capacity as equityholder of any of the Gaming Entities against any other of the Gaming Entities and their property or assets; (v) all proceeds, products and accessions of and to any and all of the property described in the preceding clauses (i) through (iv) of this Section 2.1 (equity including, without limitation, proceeds that constitute property of the types described above); and (vi) all certificates, instruments or other documents from time to time evidencing any of the foregoing, and all interest, earnings and other proceeds of any of the foregoing. The Grantor agrees that this Agreement, the security interest granted pursuant to remedies specified in this Agreement and all rightsthe remedies available to a secured party following default as specified in such Uniform Commercial Code. Agent and Borrowers hereby acknowledge and agree that Agent has a valid and perfected first priority lien on, remediesand security interest in, powers and privileges provided to the Collateral Agent under this Agreement are in addition to and not in any way affected or limited by any other security Escrow Funds now or at any time hereafter held by in the Collateral Agent to secure payment and performance of the Secured ObligationsEscrow Account.

Pledge and Security Interest. Each Grantor As additional security for the payment and performance by Borrower of all duties, responsibilities and obligations hereunder and under the Loan Documents, Borrower hereby unconditionally and irrevocably assigns, conveys, pledges, mortgages, transfers, delivers, deposits, sets over and confirms unto Lender, and hereby grants to the Collateral Agent, for the benefit of the Secured Parties, Lender a security interest and a valid and perfected first lien in (a) the Escrow Funds, (b) the Escrow Account, (c) all insurance of the Escrow Account, (d) all accounts, contract rights and continuing lien on general intangibles or other rights and interests pertaining thereto, (e) all of such Grantor’s right, title and interest in, to and under the following personal property of such Grantor, in each case whether sums now or hereafter owned therein or existing represented thereby, (f) all replacements, substitutions or in which any Grantor proceeds thereof, (g) all instruments and documents now has or hereafter acquires an interest evidencing the Escrow Funds or the Escrow Account, (h) all powers, options, rights, privileges and wherever immunities pertaining to the same may be located Escrow Funds or the Escrow Account (subject including the right to Section 2.2make withdrawal therefrom), all of which being hereinafter collectively referred to as the “Pledged Collateral”): and (i) all Pledged Equity Interests proceeds of the foregoing. Lender may deliver notice of its interest in the Gaming Entities Escrow Funds and Escrow Account at any time to the financial institution wherein the Escrow Account has been established, and Lender shall have possession of all passbooks or other evidences of such Escrow Account. Borrower hereby assumes all risk of loss with respect to amounts on deposit in the Escrow Account, except to the extent caused by the gross negligence or intentional misconduct of Lender. Borrower hereby agrees that the advancement of Escrow Funds from the Escrow Account as set forth herein is at Borrower's direction and is not the exercise by Lender of any right of set-off or other remedy upon an Event of Default (as defined in the Loan Documents). Borrower hereby waives all right to withdraw Escrow Funds from the Escrow Account, except upon full satisfaction of all amounts then due and payable under the Loan. Borrower agrees to execute and deliver on demand any and all additional shares of, documentation requested by Lender to further evidence or interests in, all Pledged Equity Interests of any of the Gaming Entities now or hereafter owned or acquired by the Grantor, and all other Pledged Equity Interests in any of the Gaming Entities now or hereafter owned or acquired by the Grantor, in each case, whether as a dividend or distribution or as a result of a stock split or otherwise, and all of the Grantor’s rights to acquire Pledged Equity Interests in any of the Gaming Entities in addition to or in exchange or substitution for the existing Pledged Equity Interests; (ii) all of the Grantor’s rights, benefits, privileges, authority and powers under any Organizational Document of any of the Gaming Entities or voting trust agreement or similar agreementperfect such assignment, including, without limitation, (A) Uniform Commercial Code financing statements. Borrower hereby irrevocably constitutes and appoints Lender as its attorney-in-fact, with full power of substitution and transfer, to execute and deliver any and all such documentation. The power of attorney hereby granted shall be irrevocable and coupled with an interest. This Agreement shall constitute a Security Agreement under the Uniform Commercial Code as enacted in the Commonwealth of Pennsylvania and upon an Event of Default, Lender may exercise any or all of the Grantor’s interest remedies available at law or in the capital of any of the Gaming Entities, and all rights of the Grantor as an equityholder and all rights to receive dividends (including non-cash dividends), distributions, cash, securities, instruments and other property, assets or proceeds of any kind from time to time received, receivable or otherwise distributed or distributable in respect of the Pledged Equity Interests or pursuant to any Organizational Document of any of the Gaming Entities by way of distribution, return of capital or otherwise, (B) all other payments due or to become due to the Grantor in respect of the Pledged Equity Interests or any Organizational Document of any of the Gaming Entities, including but not limited to all rights of the Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty due to or with respect to the Pledged Equity Interests or any Organizational Document of any of the Gaming Entities, (C) all claims of the Grantor for damages arising out of or for breach of or default under any Organizational Document of the Gaming Entities, (D) the right of the Grantor to terminate any Organizational Document of any of the Gaming Entities, to perform and exercise consensual or voting rights thereunder, including but not limited to the right, if any, to manage any of the Gaming Entities’ affairs, to make determinations, to exercise any election or option or to give or receive any notice, consent, amendment, waiver or approval, and the right, if any, to compel performance and otherwise exercise all remedies thereunder, (E) all rights of the Grantor as an equityholder of any of the Gaming Entities, to all property and assets of any of the Gaming Entities (whether real property, inventory, equipment, contract rights, accounts, receivables, general intangibles, securities, instruments, chattel paper, documents, chooses in action or otherwise), (F) and (F) certificates or instruments evidencing an ownership of Pledged Equity Interests in any of the Gaming Entities, or its assets; (iii) all cash and non-cash dividends, distributions, securities, instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of, in exchange for, or upon the conversion of, the Pledged Equity Interests and other property referred to in clauses (i) and (ii) of Section 2.1; (iv) any other claim which the Grantor now has or may in the future acquire in its capacity as equityholder of any of the Gaming Entities against any other of the Gaming Entities and their property or assets; (v) all proceeds, products and accessions of and to any and all of the property described in the preceding clauses (i) through (iv) of this Section 2.1 (equity including, without limitation, proceeds that constitute property of the types described above); and (vi) all certificates, instruments or other documents from time to time evidencing any of the foregoing, and all interest, earnings and other proceeds of any of the foregoing. The Grantor agrees that this Agreement, the security interest granted pursuant to remedies specified in this Agreement and all rightsthe remedies available to a secured party following default as specified in such Uniform Commercial Code. Lender and Borrower hereby acknowledge and agree that Lender has a valid and perfected first priority lien on, remediesand security interest in, powers and privileges provided to the Collateral Agent under this Agreement are in addition to and not in any way affected or limited by any other security Escrow Funds now or at any time hereafter held by in the Collateral Agent to secure payment and performance of the Secured ObligationsEscrow Account.

Pledge and Security Interest. Each Grantor As additional security for the payment and ---------------------------- performance by Borrower of all duties, responsibilities and obligations hereunder and under the Loan Documents, Borrower hereby unconditionally and irrevocably assigns, conveys, pledges, mortgages, transfers, delivers, deposits, sets over and confirms unto PNC Bank, and hereby grants to the Collateral Agent, for the benefit of the Secured Parties, PNC Bank a security interest and a valid and perfected first lien in (a) the Escrow Funds, (b) the Escrow Account, (c) all insurance of the Escrow Account, (d) all accounts, contract rights and continuing lien on general intangibles or other rights and interests pertaining thereto, (e) all of such Grantor’s right, title and interest in, to and under the following personal property of such Grantor, in each case whether sums now or hereafter owned therein or existing represented thereby, (f) all replacements, substitutions or in which any Grantor proceeds thereof, (g) all instruments and documents now has or hereafter acquires an interest evidencing the Escrow Funds or the Escrow Account, (h) all powers, options, rights, privileges and wherever immunities pertaining to the same may be located Escrow Funds or the Escrow Account (subject including the right to Section 2.2make withdrawal therefrom), all of which being hereinafter collectively referred to as the “Pledged Collateral”): and (i) all Pledged Equity Interests proceeds of the foregoing. PNC Bank may deliver notice of its interest in the Gaming Entities Escrow Funds and Escrow Account at any time to the financial institution wherein the Escrow Account has been established, and PNC Bank shall have possession of all passbooks or other evidences of such Escrow Account. Borrower hereby assumes all risk of loss with respect to amounts on deposit in the Escrow Account, except to the extent caused by the gross negligence or intentional misconduct of PNC Bank. Borrower hereby agrees that the advancement of Escrow Funds f▇▇▇ ▇▇▇ Escrow Account as set forth herein is at Borrower's direction and is not the exercise by PNC Bank of any right of set-off or other remedy upon an Event of Default (as defined in the Loan Documents). Borrower hereby waives all right to withdraw Escrow Funds from the Escrow Account, except upon full satisfaction of all amounts owing under the Loan. Borrower agrees to execute and deliver on demand any and all additional shares of, ▇▇▇▇▇▇▇▇ation requested by PNC Bank to further evidence or interests in, all Pledged Equity Interests of any of the Gaming Entities now or hereafter owned or acquired by the Grantor, and all other Pledged Equity Interests in any of the Gaming Entities now or hereafter owned or acquired by the Grantor, in each case, whether as a dividend or distribution or as a result of a stock split or otherwise, and all of the Grantor’s rights to acquire Pledged Equity Interests in any of the Gaming Entities in addition to or in exchange or substitution for the existing Pledged Equity Interests; (ii) all of the Grantor’s rights, benefits, privileges, authority and powers under any Organizational Document of any of the Gaming Entities or voting trust agreement or similar agreementperfect such assignment, including, without limitation, (A) Uniform Commercial Code financing statements. Borrower hereby irrevocably constitutes and appoints PNC Bank as its attorney-in-fact, with full power of substitution and transfer, to execute and deliver any and all such documentation. The power of attorney hereby granted shall be irrevocable and coupled with an interest. This Agreement shall constitute a Security Agreement under the Uniform Commercial Code as enacted in the State and upon an Event of Default, PNC Bank may exercise any or all of the Grantor’s interest remedies available at law or in the capital of any of the Gaming Entities, and all rights of the Grantor as an equityholder and all rights to receive dividends (including non-cash dividends), distributions, cash, securities, instruments and other property, assets or proceeds of any kind from time to time received, receivable or otherwise distributed or distributable in respect of the Pledged Equity Interests or pursuant to any Organizational Document of any of the Gaming Entities by way of distribution, return of capital or otherwise, (B) all other payments due or to become due to the Grantor in respect of the Pledged Equity Interests or any Organizational Document of any of the Gaming Entities, including but not limited to all rights of the Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty due to or with respect to the Pledged Equity Interests or any Organizational Document of any of the Gaming Entities, (C) all claims of the Grantor for damages arising out of or for breach of or default under any Organizational Document of the Gaming Entities, (D) the right of the Grantor to terminate any Organizational Document of any of the Gaming Entities, to perform and exercise consensual or voting rights thereunder, including but not limited to the right, if any, to manage any of the Gaming Entities’ affairs, to make determinations, to exercise any election or option or to give or receive any notice, consent, amendment, waiver or approval, and the right, if any, to compel performance and otherwise exercise all remedies thereunder, (E) all rights of the Grantor as an equityholder of any of the Gaming Entities, to all property and assets of any of the Gaming Entities (whether real property, inventory, equipment, contract rights, accounts, receivables, general intangibles, securities, instruments, chattel paper, documents, chooses in action or otherwise), (F) and (F) certificates or instruments evidencing an ownership of Pledged Equity Interests in any of the Gaming Entities, or its assets; (iii) all cash and non-cash dividends, distributions, securities, instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of, in exchange for, or upon the conversion of, the Pledged Equity Interests and other property referred to in clauses (i) and (ii) of Section 2.1; (iv) any other claim which the Grantor now has or may in the future acquire in its capacity as equityholder of any of the Gaming Entities against any other of the Gaming Entities and their property or assets; (v) all proceeds, products and accessions of and to any and all of the property described in the preceding clauses (i) through (iv) of this Section 2.1 (equity including, without limitation, proceeds that constitute property of the types described above); and (vi) all certificates, instruments or other documents from time to time evidencing any of the foregoing, and all interest, earnings and other proceeds of any of the foregoing. The Grantor agrees that this Agreement, the security interest granted pursuant to remedies specified in this Agreement and all rightsthe remedies available to a secured party following default as specified in such Uniform Commercial Code. PNC Bank and Borrower hereby acknowledge and agree that PNC Bank has a valid and perfected first priority lien on, remediesand security interest in, powers and privileges provided to the Collateral Agent under this Agreement are in addition to and not in any way affected or limited by any other security Escrow Funds now or at any time hereafter held by in the Collateral Agent to secure payment and performance of the Secured ObligationsEscrow Account.

Pledge and Security Interest. Each Grantor a. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, Bank a security interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under the following personal property of such Grantor, in each case whether now or hereafter owned or existing or in which any Grantor now has or hereafter acquires an interest and wherever the same may be located (subject to Section 2.2, all of which being hereinafter collectively referred to as the “Pledged Collateral”): (i) all Pledged Equity Interests in 150,000 shares of Citizens Trust Bank (which shares shall be evidenced by the Gaming Entities stock certificates which Pledgor has contemporaneously herewith delivered to Bank), and all (iv) any additional shares of, or interests in, all Pledged Equity Interests of hereafter at any of the Gaming Entities now or hereafter owned or time and from time to time acquired by the GrantorPledgor together with all dividends, stock dividends, stock splits, warrants, options, stock purchase rights, and all other Pledged Equity Interests in property at any of the Gaming Entities now or hereafter owned or acquired by the Grantor, in each case, whether as a dividend or distribution or as a result of a stock split or otherwise, time and all of the Grantor’s rights to acquire Pledged Equity Interests in any of the Gaming Entities in addition to or in exchange or substitution for the existing Pledged Equity Interests; (ii) all of the Grantor’s rights, benefits, privileges, authority and powers under any Organizational Document of any of the Gaming Entities or voting trust agreement or similar agreement, including, without limitation, (A) all of the Grantor’s interest in the capital of any of the Gaming Entities, and all rights of the Grantor as an equityholder and all rights to receive dividends (including non-cash dividends), distributions, cash, securities, instruments and other property, assets or proceeds of any kind from time to time received, receivable or otherwise distributed or distributable in respect of the Pledged Equity Interests or pursuant to any Organizational Document of any of the Gaming Entities by way of distribution, return of capital or otherwise, (B) all other payments due or to become due to the Grantor in respect of the Pledged Equity Interests or any Organizational Document of any of the Gaming Entities, including but not limited to all rights of the Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty due to or with respect to the Pledged Equity Interests or any Organizational Document of any of the Gaming Entities, (C) all claims of the Grantor for damages arising out of or for breach of or default under any Organizational Document of the Gaming Entities, (D) the right of the Grantor to terminate any Organizational Document of any of the Gaming Entities, to perform and exercise consensual or voting rights thereunder, including but not limited to the right, if any, to manage any of the Gaming Entities’ affairs, to make determinations, to exercise any election or option or to give or receive any notice, consent, amendment, waiver or approval, and the right, if any, to compel performance and otherwise exercise all remedies thereunder, (E) all rights of the Grantor as an equityholder of any of the Gaming Entities, to all property and assets of any of the Gaming Entities (whether real property, inventory, equipment, contract rights, accounts, receivables, general intangibles, securities, instruments, chattel paper, documents, chooses in action or otherwise), (F) and (F) certificates or instruments evidencing an ownership of Pledged Equity Interests in any of the Gaming Entities, or its assets; (iii) all cash and non-cash dividends, distributions, securities, instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of, or in exchange for, or upon the conversion in substitution of, the Pledged Equity Interests and other property referred to in clauses (i) and (ii) of Section 2.1; (iv) any other claim which the Grantor now has or may in the future acquire in its capacity as equityholder of any of the Gaming Entities against any other of the Gaming Entities and their property or assets; (v) all proceeds, products and accessions of and to any and all of said shares, and all proceeds thereof, whether now existing or at any time hereafter acquired or issued (all of which shall be referred to herein collectively as the "Stock Collateral"); provided, however, prior to the occurrence of any Event of Default hereunder, Pledgor shall be entitled to receive and retain all dividends of cash and noncash property described (other than stock dividends, stock splits, warrants, options, and stock purchase rights), and such dividends shall not constitute part of the Stock Collateral. Upon delivery to the Bank, any security now or thereafter included in the preceding clauses (i) through (iv) of this Section 2.1 (including, without limitation, proceeds that constitute property of the types described above); and (vi) all certificates, instruments or Stock Collateral shall be accompanied by executed stock powers in blank and by such other documents or instruments as Bank may reasonably request. Each delivery of certificates for such Stock Collateral shall be accompanied by a schedule showing the number of shares and the numbers of certificates theretofore and then being pledged hereunder, which schedule shall be attached hereto and made a part hereof. b. Upon the request of Bank, Pledgor will execute such financing statements and other documents, pay the cost of filing or recording the same in all public offices deemed necessary or appropriate by Bank, and do such other acts and things as Bank may from time to time evidencing any reasonably request, including delivery of the foregoingStock Collateral to the Bank, to establish and all interest, earnings and other proceeds of any of the foregoing. The Grantor agrees that this Agreement, the maintain a valid security interest in all the Stock Collateral, free of all other liens and claims except those expressly permitted or granted pursuant to this Agreement and all rights, remedies, powers and privileges provided to the Collateral Agent under this Agreement are in addition to and not in any way affected or limited by any other security now or at any time held by the Collateral Agent to secure payment and performance of the Secured Obligationsherein.

Pledge and Security Interest. Each Grantor As additional security for the payment ---------------------------- and performance by Borrower of all duties, responsibilities and obligations hereunder and under the Loan Documents, Borrower hereby unconditionally and irrevocably assigns, conveys, pledges, mortgages, transfers, delivers, deposits, sets over and confirms unto PNC Bank, and hereby grants to the Collateral Agent, for the benefit of the Secured Parties, PNC Bank a security interest and a valid and perfected first lien in (a) the Escrow Funds, (b) the Escrow Account, (c) all insurance of the Escrow Account, (d) all accounts, contract rights and continuing lien on general intangibles or other rights and interests pertaining thereto, (e) all of such Grantor’s right, title and interest in, to and under the following personal property of such Grantor, in each case whether sums now or hereafter owned therein or existing represented thereby, (f) all replacements, substitutions or in which any Grantor proceeds thereof, (g) all instruments and documents now has or hereafter acquires an interest evidencing the Escrow Funds or the Escrow Account, (h) all powers, options, rights, privileges and wherever immunities pertaining to the same may be located Escrow Funds or the Escrow Account (subject including the right to Section 2.2make withdrawal therefrom), all of which being hereinafter collectively referred to as the “Pledged Collateral”): and (i) all Pledged Equity Interests proceeds of the foregoing. PNC Bank may deliver notice of its interest in the Gaming Entities Escrow Funds and Escrow Account at any time to the financial institution wherein the Escrow Account has been established, and PNC Bank shall have possession of all passbooks or other evidences of such Escrow Account. Borrower hereby assumes all risk of loss with respect to amounts on deposit in the Escrow Account, except to the extent caused by the gross negligence or intentional misconduct of PNC Bank. Borrower hereby agrees that the advancement of Escrow Funds f▇▇▇ ▇▇▇ Escrow Account as set forth herein is at Borrower's direction and is not the exercise by PNC Bank of any right of set-off or other remedy upon an Event of Default (as defined in the Loan Documents). Borrower hereby waives all right to withdraw Escrow Funds from the Escrow Account, except upon full satisfaction of all amounts owing under the Loan. Borrower agrees to execute and deliver on demand any and all additional shares of, documentation requested by PNC Bank to further evidence or interests in, all Pledged Equity Interests of any of the Gaming Entities now or hereafter owned or acquired by the Grantor, and all other Pledged Equity Interests in any of the Gaming Entities now or hereafter owned or acquired by the Grantor, in each case, whether as a dividend or distribution or as a result of a stock split or otherwise, and all of the Grantor’s rights to acquire Pledged Equity Interests in any of the Gaming Entities in addition to or in exchange or substitution for the existing Pledged Equity Interests; (ii) all of the Grantor’s rights, benefits, privileges, authority and powers under any Organizational Document of any of the Gaming Entities or voting trust agreement or similar agreementperfect such assignment, including, without limitation, (A) Uniform Commercial Code financing statements. Borrower hereby irrevocably constitutes and appoints PNC Bank as its attorney-in-fact, with full power of substitution and transfer, to execute and deliver any and all such documentation. The power of attorney hereby granted shall be irrevocable and coupled with an interest. This Agreement shall constitute a Security Agreement under the Uniform Commercial Code as enacted in the State and upon an Event of Default, PNC Bank may exercise any or all of the Grantor’s interest remedies available at law or in the capital of any of the Gaming Entities, and all rights of the Grantor as an equityholder and all rights to receive dividends (including non-cash dividends), distributions, cash, securities, instruments and other property, assets or proceeds of any kind from time to time received, receivable or otherwise distributed or distributable in respect of the Pledged Equity Interests or pursuant to any Organizational Document of any of the Gaming Entities by way of distribution, return of capital or otherwise, (B) all other payments due or to become due to the Grantor in respect of the Pledged Equity Interests or any Organizational Document of any of the Gaming Entities, including but not limited to all rights of the Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty due to or with respect to the Pledged Equity Interests or any Organizational Document of any of the Gaming Entities, (C) all claims of the Grantor for damages arising out of or for breach of or default under any Organizational Document of the Gaming Entities, (D) the right of the Grantor to terminate any Organizational Document of any of the Gaming Entities, to perform and exercise consensual or voting rights thereunder, including but not limited to the right, if any, to manage any of the Gaming Entities’ affairs, to make determinations, to exercise any election or option or to give or receive any notice, consent, amendment, waiver or approval, and the right, if any, to compel performance and otherwise exercise all remedies thereunder, (E) all rights of the Grantor as an equityholder of any of the Gaming Entities, to all property and assets of any of the Gaming Entities (whether real property, inventory, equipment, contract rights, accounts, receivables, general intangibles, securities, instruments, chattel paper, documents, chooses in action or otherwise), (F) and (F) certificates or instruments evidencing an ownership of Pledged Equity Interests in any of the Gaming Entities, or its assets; (iii) all cash and non-cash dividends, distributions, securities, instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of, in exchange for, or upon the conversion of, the Pledged Equity Interests and other property referred to in clauses (i) and (ii) of Section 2.1; (iv) any other claim which the Grantor now has or may in the future acquire in its capacity as equityholder of any of the Gaming Entities against any other of the Gaming Entities and their property or assets; (v) all proceeds, products and accessions of and to any and all of the property described in the preceding clauses (i) through (iv) of this Section 2.1 (equity including, without limitation, proceeds that constitute property of the types described above); and (vi) all certificates, instruments or other documents from time to time evidencing any of the foregoing, and all interest, earnings and other proceeds of any of the foregoing. The Grantor agrees that this Agreement, the security interest granted pursuant to remedies specified in this Agreement and all rightsthe remedies available to a secured party following default as specified in such Uniform Commercial Code. PNC Bank and Borrower hereby acknowledge and agree that PNC Bank has a valid and perfected first priority lien on, remediesand security interest in, powers and privileges provided to the Collateral Agent under this Agreement are in addition to and not in any way affected or limited by any other security Escrow Funds now or at any time hereafter held by in the Collateral Agent to secure payment and performance of the Secured ObligationsEscrow Account.

Pledge and Security Interest. Each Grantor a. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, Bank a security interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under the following personal property of such Grantor, in each case whether now or hereafter owned or existing or in which any Grantor now has or hereafter acquires an interest and wherever the same may be located (subject to Section 2.2, all of which being hereinafter collectively referred to as the “Pledged Collateral”): (i) all Pledged Equity Interests 100,000 shares of First State Bank and Trust Company in Cordele (which shares shall be evidenced by the Gaming Entities stock certificates which Pledgor has contemporaneously herewith delivered to Bank), and all (ii) any additional shares of, or interests in, all Pledged Equity Interests of hereafter at any of the Gaming Entities now or hereafter owned or time and from time to time acquired by the GrantorPledgor together with all dividends, stock dividends, stock splits, warrants, options, stock purchase rights, and all other Pledged Equity Interests in property at any of the Gaming Entities now or hereafter owned or acquired by the Grantor, in each case, whether as a dividend or distribution or as a result of a stock split or otherwise, time and all of the Grantor’s rights to acquire Pledged Equity Interests in any of the Gaming Entities in addition to or in exchange or substitution for the existing Pledged Equity Interests; (ii) all of the Grantor’s rights, benefits, privileges, authority and powers under any Organizational Document of any of the Gaming Entities or voting trust agreement or similar agreement, including, without limitation, (A) all of the Grantor’s interest in the capital of any of the Gaming Entities, and all rights of the Grantor as an equityholder and all rights to receive dividends (including non-cash dividends), distributions, cash, securities, instruments and other property, assets or proceeds of any kind from time to time received, receivable or otherwise distributed or distributable in respect of the Pledged Equity Interests or pursuant to any Organizational Document of any of the Gaming Entities by way of distribution, return of capital or otherwise, (B) all other payments due or to become due to the Grantor in respect of the Pledged Equity Interests or any Organizational Document of any of the Gaming Entities, including but not limited to all rights of the Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty due to or with respect to the Pledged Equity Interests or any Organizational Document of any of the Gaming Entities, (C) all claims of the Grantor for damages arising out of or for breach of or default under any Organizational Document of the Gaming Entities, (D) the right of the Grantor to terminate any Organizational Document of any of the Gaming Entities, to perform and exercise consensual or voting rights thereunder, including but not limited to the right, if any, to manage any of the Gaming Entities’ affairs, to make determinations, to exercise any election or option or to give or receive any notice, consent, amendment, waiver or approval, and the right, if any, to compel performance and otherwise exercise all remedies thereunder, (E) all rights of the Grantor as an equityholder of any of the Gaming Entities, to all property and assets of any of the Gaming Entities (whether real property, inventory, equipment, contract rights, accounts, receivables, general intangibles, securities, instruments, chattel paper, documents, chooses in action or otherwise), (F) and (F) certificates or instruments evidencing an ownership of Pledged Equity Interests in any of the Gaming Entities, or its assets; (iii) all cash and non-cash dividends, distributions, securities, instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of, or in exchange for, or upon the conversion in substitution of, the Pledged Equity Interests and other property referred to in clauses (i) and (ii) of Section 2.1; (iv) any other claim which the Grantor now has or may in the future acquire in its capacity as equityholder of any of the Gaming Entities against any other of the Gaming Entities and their property or assets; (v) all proceeds, products and accessions of and to any and all of said shares, and all proceeds thereof, whether now existing or at any time hereafter acquired or issued (all of which shall be referred to herein collectively as the "Stock Collateral"); provided, however, prior to the occurrence of any Event of Default hereunder, Pledgor shall be entitled to receive and retain all dividends of cash and noncash property described (other than stock dividends, stock splits, warrants, options, and stock purchase rights), and such dividends shall not constitute part of the Stock Collateral. Upon delivery to the Bank, any security now or thereafter included in the preceding clauses (i) through (iv) of this Section 2.1 (including, without limitation, proceeds that constitute property of the types described above); and (vi) all certificates, instruments or Stock Collateral shall be accompanied by executed stock powers in blank and by such other documents or instruments as Bank may reasonably request. Each delivery of certificates for such Stock Collateral shall be accompanied by a schedule showing the number of shares and the numbers of certificates theretofore and then being pledged hereunder, which schedule shall be attached hereto and made a part hereof. b. Upon the request of Bank, Pledgor will execute such financing statements and other documents, pay the cost of filing or recording the same in all public offices deemed necessary or appropriate by Bank, and do such other acts and things as Bank may from time to time evidencing any reasonably request, including delivery of the foregoingStock Collateral to the Bank, to establish and all interest, earnings and other proceeds of any of the foregoing. The Grantor agrees that this Agreement, the maintain a valid security interest in all the Stock Collateral, free of all other liens and claims except those expressly permitted or granted pursuant to this Agreement and all rights, remedies, powers and privileges provided to the Collateral Agent under this Agreement are in addition to and not in any way affected or limited by any other security now or at any time held by the Collateral Agent to secure payment and performance of the Secured Obligationsherein.

Pledge and Security Interest. Each Grantor a. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, Bank a security interest in 50,000 shares of the common stock of Community Bank & Trust - Habersham (which shares shall be evidenced by the stock certificates which Pledgor has contemporaneously herewith delivered to Bank), and continuing lien on all of such Grantor’s right, title and interest in, to and under the following personal property of such Grantor, in each case whether now or hereafter owned or existing or in which any Grantor now has or hereafter acquires an interest and wherever the same may be located (subject to Section 2.2, all of which being hereinafter collectively referred to as the “Pledged Collateral”): (i) all Pledged Equity Interests in the Gaming Entities and all additional shares of, or interests in, all Pledged Equity Interests of hereafter at any of the Gaming Entities now or hereafter owned or time and from time to time acquired by the GrantorPledgor together with all dividends, stock dividends, stock splits, warrants, options, stock purchase rights, and all other Pledged Equity Interests in property at any of the Gaming Entities now or hereafter owned or acquired by the Grantor, in each case, whether as a dividend or distribution or as a result of a stock split or otherwise, time and all of the Grantor’s rights to acquire Pledged Equity Interests in any of the Gaming Entities in addition to or in exchange or substitution for the existing Pledged Equity Interests; (ii) all of the Grantor’s rights, benefits, privileges, authority and powers under any Organizational Document of any of the Gaming Entities or voting trust agreement or similar agreement, including, without limitation, (A) all of the Grantor’s interest in the capital of any of the Gaming Entities, and all rights of the Grantor as an equityholder and all rights to receive dividends (including non-cash dividends), distributions, cash, securities, instruments and other property, assets or proceeds of any kind from time to time received, receivable or otherwise distributed or distributable in respect of the Pledged Equity Interests or pursuant to any Organizational Document of any of the Gaming Entities by way of distribution, return of capital or otherwise, (B) all other payments due or to become due to the Grantor in respect of the Pledged Equity Interests or any Organizational Document of any of the Gaming Entities, including but not limited to all rights of the Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty due to or with respect to the Pledged Equity Interests or any Organizational Document of any of the Gaming Entities, (C) all claims of the Grantor for damages arising out of or for breach of or default under any Organizational Document of the Gaming Entities, (D) the right of the Grantor to terminate any Organizational Document of any of the Gaming Entities, to perform and exercise consensual or voting rights thereunder, including but not limited to the right, if any, to manage any of the Gaming Entities’ affairs, to make determinations, to exercise any election or option or to give or receive any notice, consent, amendment, waiver or approval, and the right, if any, to compel performance and otherwise exercise all remedies thereunder, (E) all rights of the Grantor as an equityholder of any of the Gaming Entities, to all property and assets of any of the Gaming Entities (whether real property, inventory, equipment, contract rights, accounts, receivables, general intangibles, securities, instruments, chattel paper, documents, chooses in action or otherwise), (F) and (F) certificates or instruments evidencing an ownership of Pledged Equity Interests in any of the Gaming Entities, or its assets; (iii) all cash and non-cash dividends, distributions, securities, instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of, or in exchange for, or upon the conversion in substitution of, the Pledged Equity Interests and other property referred to in clauses (i) and (ii) of Section 2.1; (iv) any other claim which the Grantor now has or may in the future acquire in its capacity as equityholder of any of the Gaming Entities against any other of the Gaming Entities and their property or assets; (v) all proceeds, products and accessions of and to any and all of said shares, and all proceeds thereof, whether now existing or at any time hereafter acquired or issued (all of which shall be referred to herein collectively as the "Stock Collateral"); provided, however, prior to the occurrence of any Event of Default hereunder, Pledgor shall be entitled to receive and retain all dividends of cash and noncash property described (other than stock dividends, stock splits, warrants, options, and stock purchase rights), and such dividends shall not constitute part of the Stock Collateral. Upon delivery to the Bank, any security now or thereafter included in the preceding clauses (i) through (iv) of this Section 2.1 (including, without limitation, proceeds that constitute property of the types described above); and (vi) all certificates, instruments or Stock Collateral shall be accompanied by executed stock powers in blank and by such other documents or instruments as Bank may reasonably request. Each delivery of certificates for such Stock Collateral shall be accompanied by a schedule showing the number of shares and the numbers of certificates theretofore and then being pledged hereunder, which schedule shall be attached hereto and made a part hereof. b. Upon the request of Bank, P▇▇▇▇▇▇ will execute such financing statements and other documents, pay the cost of filing or recording the same in all public offices deemed necessary or appropriate by Bank, and do such other acts and things as Bank may from time to time evidencing any reasonably request, including delivery of the foregoingStock Collateral to the Bank, to establish and all interest, earnings and other proceeds of any of the foregoing. The Grantor agrees that this Agreement, the maintain a valid security interest in all the Stock Collateral, free of all other liens and claims except those expressly permitted or granted pursuant to this Agreement and all rights, remedies, powers and privileges provided to the Collateral Agent under this Agreement are in addition to and not in any way affected or limited by any other security now or at any time held by the Collateral Agent to secure payment and performance of the Secured Obligationsherein.

Pledge and Security Interest. Each Grantor hereby grants to the Collateral Agent, for the benefit A. In consideration of the Secured Parties, Loan from the Lender to LC and other good and valuable consideration accruing to each of the parties pledging or granting a security interest hereunder, each of LC, LTC, and PCSF, as to the collateral owned by it, hereby grants a security interest to Lender in and continuing lien on all of such Grantor’s right, title and interest in, to and under the following personal property of such Grantor, in each case whether now or hereafter owned or existing or in which any Grantor now has or hereafter acquires an interest and wherever the same may be located (subject to Section 2.2, all of which being hereinafter collectively referred to as the “Pledged Collateral”): (i) all Pledged Equity Interests in the Gaming Entities and all additional shares ofShares, or interests in, all Pledged Equity Interests of any of the Gaming Entities now or hereafter owned or acquired by the Grantor, and all other Pledged Equity Interests in any of the Gaming Entities now or hereafter owned or acquired by the Grantor, in each case, whether as a dividend or distribution or as a result of a stock split or otherwise, and all of the Grantor’s rights to acquire Pledged Equity Interests in any of the Gaming Entities in addition to or in exchange or substitution for the existing Pledged Equity Interests; (ii) the Note and (iii) the LP Interest and herewith delivers to Lender the Shares and the Note (as listed on Schedule A hereto) as collateral, together with a stock or note power duly endorsed in blank. The Lender shall hold the Shares, the Note and the LP Interest as security for the payment of all of amounts due under the Grantor’s rights, benefits, privileges, authority Loan Agreement and powers under any Organizational Document of any of the Gaming Entities or voting trust agreement or similar agreement, including, without limitation, (A) all of the Grantor’s interest in the capital of any of the Gaming EntitiesPromissory Note, and all rights shall not register the Shares, the Note or the LP Interest in any other name, encumber, give up possession or control of, assign, transfer, dispose of the Grantor as an equityholder and all rights to receive dividends (including non-cash dividends), distributions, cash, securities, instruments and or take any other property, assets or proceeds of any kind from time to time received, receivable or otherwise distributed or distributable in respect of the Pledged Equity Interests or pursuant to any Organizational Document of any of the Gaming Entities by way of distribution, return of capital or otherwise, (B) all other payments due or to become due to the Grantor in respect of the Pledged Equity Interests or any Organizational Document of any of the Gaming Entities, including but not limited to all rights of the Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty due to or action with respect to the Pledged Equity Interests Shares, the Note or the LP Interest, except in accordance with the provisions of Section 5 of this Agreement. PCSF shall file such financing statements under the Uniform Commercial Code of Delaware and Connecticut as Lender may request to perfect Lender's security interest in the Shares, the Note or LP Interest. B. If any person, entity or agency should claim that any pledge, or grant of a security interest, under this Agreement (i) would violate any law or require the consent (which is not received) of any governmental agency, (ii) would violate any provision, including any restriction on transfer or similar provisions, or cause a default under, any existing agreement to which the parties hereto or any Organizational Document of their subsidiaries or any entities in which the parties hereto or their subsidiaries have an interest are parties or by which any of the Gaming Entities, (C) all claims of the Grantor for damages arising out of their assets are bound or for breach of or default under any Organizational Document of the Gaming Entities, (D) the right of the Grantor to terminate any Organizational Document of any of the Gaming Entities, to perform and exercise consensual or voting rights thereunder, including but not limited to the right, if any, to manage any of the Gaming Entities’ affairs, to make determinations, to exercise any election or option or to give or receive any notice, consent, amendment, waiver or approval, and the right, if any, to compel performance and otherwise exercise all remedies thereunder, (E) all rights of the Grantor as an equityholder of any of the Gaming Entities, to all property and assets of any of the Gaming Entities (whether real property, inventory, equipment, contract rights, accounts, receivables, general intangibles, securities, instruments, chattel paper, documents, chooses in action or otherwise), (F) and (F) certificates or instruments evidencing an ownership of Pledged Equity Interests in any of the Gaming Entities, or its assets; (iii) all cash and non-cash dividendswould give any other person, distributionsentity or agency a right to acquire under an existing agreement any assets owned by the parties hereto, securitiestheir subsidiaries or any entities which the parties hereto or their subsidiaries have an interest in, instruments and LC shall use its best efforts (a) to determine the validity of such claim and, if it believes the claim might be valid, (b) to remedy or seek a waiver or other property and assets from time to time receivedrelief with respect thereto; provided, receivable or otherwise distributed in respect ofhowever, in exchange for, or upon that if the conversion ofclaim is legally valid, the Pledged Equity Interests and other property referred to in clauses (i) and (ii) pledge or grant of Section 2.1; (iv) any other claim which the Grantor now has or may in the future acquire in its capacity as equityholder of any of the Gaming Entities against any other of the Gaming Entities and their property or assets; (v) all proceeds, products and accessions of and to any and all of the property described in the preceding clauses (i) through (iv) of this Section 2.1 (including, without limitation, proceeds that constitute property of the types described above); and (vi) all certificates, instruments or other documents from time to time evidencing any of the foregoing, and all interest, earnings and other proceeds of any of the foregoing. The Grantor agrees that this Agreement, the security interest granted pursuant to this Agreement and all rights, remedies, powers and privileges provided to the Collateral Agent under this Agreement are in addition to shall be deemed void ab initio and not to have been made, but only to the extent necessary to make the claim not legally valid, and Lender will confirm that it has no pledge or security interest to such extent. If any pledge or grant of securities shall be deemed void and not to have been made under this Section 1, ▇▇▇▇▇ Corporation shall use its best efforts to grant or cause to be granted to Lender pledges or securities interests in any way affected or limited by any other security now or at any time held by assets to collateralize appropriately the Collateral Agent to secure payment and performance Loan. C. Certain of the Secured Obligations.Shares of LT pledged to Lender are subject to Warrant Agreements dated as of October 19, 1989, as amended, with ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ Clag Keen and ▇▇▇▇▇▇ ▇▇▇▇, and ▇▇. ▇▇▇▇▇

Pledge and Security Interest. Each Grantor As additional security for the payment and ---------------------------- performance by Borrower of all duties, responsibilities and obligations hereunder and under the Loan Documents, Borrower hereby unconditionally and irrevocably assigns, conveys, pledges, mortgages, instruments, transfers, delivers, deposits, sets over and confirms unto Lender, and hereby grants to the Collateral Agent, for the benefit of the Secured Parties, Lender a security interest and a valid and perfected first lien in (a) all funds held in the Lockbox Account, (b) the Lockbox Account, (c) all insurance of the Lockbox Account, (d) all accounts, contract rights and continuing lien on general intangibles or other rights and interests pertaining thereto, (e) all of such Grantor’s right, title and interest in, to and under the following personal property of such Grantor, in each case whether sums now or hereafter owned therein or existing represented thereby, (f) all replacements, substitutions or in which any Grantor proceeds thereof, (g) all instruments and documents now has or hereafter acquires an interest evidencing the funds held in the Lockbox Account or the Lockbox Account, (h) all powers, options, rights, privileges and wherever immunities pertaining to the same may be located funds held in the Lockbox Account or the Lockbox Account (subject including the right to Section 2.2make withdrawal therefrom), all of which being hereinafter collectively referred to as the “Pledged Collateral”): and (i) all Pledged Equity Interests proceeds of the foregoing. Lender may deliver notice of its interest in the Gaming Entities funds held in the Lockbox Account and Lockbox Account at any time to the then applicable Depository Institution, and Lender shall have possession of all passbooks or other evidences of such Lockbox Account. Borrower hereby assumes all risk of loss with respect to amounts on deposit in the Lockbox Account, except to the extent caused by the gross negligence or intentional misconduct of Servicer or Lender. Borrower hereby agrees that the advancement of funds from the ▇▇▇▇▇▇▇ Account as set forth herein is at Borrower's direction and is not the exercise by Lender of any right of set-off or other remedy upon an Event ▇▇ ▇▇▇ault. Borrower hereby waives all right to withdraw funds from the Lockbox Account, except upon full satisfaction of all amounts owing under the Loan. Borrower agrees to execute and deliver on demand any and all additional shares of, ▇▇▇▇▇▇▇▇ation requested by Lender or interests in, all Pledged Equity Interests of any of the Gaming Entities now Servicer to further evidence or hereafter owned or acquired by the Grantor, and all other Pledged Equity Interests in any of the Gaming Entities now or hereafter owned or acquired by the Grantor, in each case, whether as a dividend or distribution or as a result of a stock split or otherwise, and all of the Grantor’s rights to acquire Pledged Equity Interests in any of the Gaming Entities in addition to or in exchange or substitution for the existing Pledged Equity Interests; (ii) all of the Grantor’s rights, benefits, privileges, authority and powers under any Organizational Document of any of the Gaming Entities or voting trust agreement or similar agreementperfect such assignment, including, without limitation, (A) Uniform Commercial Code financing statements. Borrower hereby irrevocably constitutes and appoints Lender and Servicer as its attorney-in-fact, with full power of substitution and transfer, to execute and deliver any and all such documentation. The power of attorney hereby granted shall be irrevocable and coupled with an interest. This Agreement shall constitute a Security Agreement under the Uniform Commercial Code as enacted in the State and upon an Event of Default, Lender may exercise any or all of the Grantor’s interest remedies available at law or in the capital of any of the Gaming Entities, and all rights of the Grantor as an equityholder and all rights to receive dividends (including non-cash dividends), distributions, cash, securities, instruments and other property, assets or proceeds of any kind from time to time received, receivable or otherwise distributed or distributable in respect of the Pledged Equity Interests or pursuant to any Organizational Document of any of the Gaming Entities by way of distribution, return of capital or otherwise, (B) all other payments due or to become due to the Grantor in respect of the Pledged Equity Interests or any Organizational Document of any of the Gaming Entities, including but not limited to all rights of the Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty due to or with respect to the Pledged Equity Interests or any Organizational Document of any of the Gaming Entities, (C) all claims of the Grantor for damages arising out of or for breach of or default under any Organizational Document of the Gaming Entities, (D) the right of the Grantor to terminate any Organizational Document of any of the Gaming Entities, to perform and exercise consensual or voting rights thereunder, including but not limited to the right, if any, to manage any of the Gaming Entities’ affairs, to make determinations, to exercise any election or option or to give or receive any notice, consent, amendment, waiver or approval, and the right, if any, to compel performance and otherwise exercise all remedies thereunder, (E) all rights of the Grantor as an equityholder of any of the Gaming Entities, to all property and assets of any of the Gaming Entities (whether real property, inventory, equipment, contract rights, accounts, receivables, general intangibles, securities, instruments, chattel paper, documents, chooses in action or otherwise), (F) and (F) certificates or instruments evidencing an ownership of Pledged Equity Interests in any of the Gaming Entities, or its assets; (iii) all cash and non-cash dividends, distributions, securities, instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of, in exchange for, or upon the conversion of, the Pledged Equity Interests and other property referred to in clauses (i) and (ii) of Section 2.1; (iv) any other claim which the Grantor now has or may in the future acquire in its capacity as equityholder of any of the Gaming Entities against any other of the Gaming Entities and their property or assets; (v) all proceeds, products and accessions of and to any and all of the property described in the preceding clauses (i) through (iv) of this Section 2.1 (equity including, without limitation, proceeds that constitute property of the types described above); and (vi) all certificates, instruments or other documents from time to time evidencing any of the foregoing, and all interest, earnings and other proceeds of any of the foregoing. The Grantor agrees that this Agreement, the security interest granted pursuant to remedies specified in this Agreement and all rightsthe remedies available to a secured party following default as specified in such Uniform Commercial Code. Lender and Borrower hereby acknowledge and agree that Lender ▇▇▇ ▇▇ken a▇▇ ▇▇▇▇▇ns necessary to obtain, remediesand Lender ▇▇▇ ▇▇s, powers a valid and privileges provided to the Collateral Agent under this Agreement are in addition to perfected first priority lien on, and not in security interest in, any way affected or limited by any other security funds now or at any time hereafter held by in the Collateral Agent to secure payment and performance of the Secured ObligationsLockbox Account.