Common use of Security Collateral Clause in Contracts

Security Collateral. (a) Such Grantor's Pledged Stock, if any, has been and when issued to any Grantor hereafter will be duly authorized and validly issued, and such Pledged Stock is fully paid, non-assessable and freely transferable to the Collateral Trustee. An appropriate notation has been or will be placed on the stock ledger or other books and records of the respective issuer of such Pledged Stock in the case of Pledged Stock included in the Initial Perfection Collateral (and, subject to the exceptions contained in Section 16.02 of the Indenture, in the case of Pledged Stock that is not Initial Perfection Collateral or that is hereafter acquired by the Grantors, will be so placed on the stock ledger or other books and records of the respective issuer of such stock pledged hereunder) in order to reflect the pledge in favor of the Collateral Trustee for the ratable benefit and security of the Holders created or provided for in this Agreement. Each of such Grantor's Pledged Notes, if any, has been duly authorized, authenticated or issued and delivered, and is the legal, valid and binding obligation of the issuer or issuers thereof, is freely transferable to the Collateral Trustee and is not in default. (b) Such Grantor's Pledged Stock, if any, constitutes (i) the percentage of the issued and outstanding shares of Capital Stock of the respective issuers thereof indicated on Schedule 3.3 hereto and (ii) all of the shares of Capital Stock of the respective issuer held by the Grantor. There are no outstanding options, warrants or other rights to purchase any shares of the Pledged Stock. Such Grantor's Pledged Notes, if any, are outstanding in the principal amount indicated on Schedule 3.3 hereto.

Security Collateral. (a) Such Grantor's Pledged Stock, if any, has been and when issued to any Grantor hereafter will be duly authorized and validly issued, and such Pledged Stock is fully paid, non-assessable and freely transferable to the Collateral Trustee. An appropriate notation has been or will be placed on the stock ledger or other books and records of the respective issuer of such Pledged Stock in the case of Pledged Stock included in the Initial Perfection Collateral (and, subject to the exceptions contained in Section 16.02 of the Indenture, in the case of Pledged Stock that is not Initial Perfection Collateral or that is hereafter acquired by the Grantors, will be so placed on the stock ledger or other books and records of the respective issuer of such stock pledged hereunder) in order to reflect the pledge in favor of the Collateral Trustee for the ratable benefit and security of the Holders created or provided for in this Agreement. Each of such Grantor's Pledged Notes, if any, has been duly authorized, authenticated or issued and delivered, and is the legal, valid and binding obligation of the issuer or issuers thereof, is freely transferable to the Collateral Trustee and is not in default. (b) Such Grantor's Pledged Stock, if any, constitutes (i) the percentage of the issued and outstanding shares of Capital Stock of the respective issuers thereof indicated on Schedule 3.3 hereto and (ii) all of the shares of Capital Stock stock of the respective issuer held by the Grantor. There are no outstanding options, warrants or other rights to purchase any shares of the Pledged Stock. Such Grantor's Pledged Notes, if any, are outstanding in the principal amount indicated on Schedule 3.3 hereto.

Security Collateral. (a) Such Grantor's Pledged Stock, if any, has been and when issued to any Grantor hereafter will be duly authorized and validly issued, and such Pledged Stock is fully paid, non-assessable and freely transferable to the Collateral Trustee. An appropriate notation has been or will be placed on the stock ledger or other books and records of the respective issuer of such Pledged Stock in the case of Pledged Stock included in the Initial Perfection Collateral (and, subject to the exceptions contained in Section 16.02 of the Indenture, in the case of Pledged Stock that is not Initial Perfection Collateral or that is hereafter acquired by the Grantors, will be so placed on the stock ledger or other books and records of the respective issuer of such stock pledged hereunder) in order to reflect the pledge in favor of the Collateral Trustee for the ratable benefit and security of the Holders created or provided for in this Agreement. Each of such Grantor's Pledged Notes, if any, has been duly authorized, authenticated or issued and delivered, and is the legal, valid and binding obligation of the issuer or issuers thereof, is freely transferable to the Collateral Trustee and is not in default. (b) Such Grantor's Pledged Stock, if any, constitutes (i) the percentage of the issued and outstanding shares of Capital Stock of the respective issuers thereof indicated on Schedule 3.3 hereto and (ii) all of the shares of Capital Stock of the respective issuer held by the Grantor. There are no outstanding options, warrants or other rights to purchase any shares of the Pledged Stock. Such Grantor's Pledged Notes, if any, are outstanding in the principal amount indicated on Schedule 3.3 hereto.the

Security Collateral. (a) Such GrantorAs security for the full and punctual payment and performance of SHINGLE SPRINGS's Pledged Stockobligations under this Agreement, if anySHINGLE SPRINGS irrevocably grants, has been pledges and when issued to any Grantor hereafter will be duly authorized and validly issued, and such Pledged Stock is fully paid, non-assessable and freely transferable to the Collateral Trustee. An appropriate notation has been or will be placed on the stock ledger or other books and records of the respective issuer of such Pledged Stock in the case of Pledged Stock included in the Initial Perfection Collateral (andassigns, subject to the exceptions contained in Section 16.02 terms of this Agreement, a continuing lien on and security interest in, the distributable share of Total Net Revenues of SHINGLE SPRINGS from the Enterprise, the distributable share of Total Net Revenues any other Tribal gaming business of the Indenturekind contemplated and the distributable share of Total Net Revenues of any future gaming business of any kind which is operated by or for SHINGLE SPRINGS, whether or not operated under an Agreement with KAR, provided, however, that these funds shall cease to be collateral for this Agreement when they are transferred from the accounts of any of these Businesses to SHINGLE SPRINGS or SHINGLE SPRINGS's bank account in the normal course of business. In no instance shall any enforcement of any kind whatsoever be allowed against any assets of SHINGLE SPRINGS other than those specified in this subsection. Provided, however, that the security interest and lien on the Collateral granted hereunder (i) shall not be deemed to exist unless and until the Guaranty has been called and the Guarantors have purchased the Lender Financing or the Guarantors has made a loan or advance pursuant to the Development Agreement that is to be secured by this Security and Reimbursement Agreement, SHINGLE SPRINGS recognizes that Guarantors will be required by the holders of the Lender Financing, to purchase the Lender Financing ("Loan Documents") on demand. SHINGLE SPRINGS agrees if the Guaranty is called and Guarantors purchase the Lender Financing, then all amounts from time to time owed by SHINGLE SPRINGS to Guarantors, or either of them, under this Agreement shall thereupon be secured by this Agreement as advances made to protect the Collateral. As an inducement to Guarantors to deliver the Guaranty, and recognizing that Guarantors will rely hereupon, SHINGLE SPRINGS agrees that, in the case event Guarantors or any of Pledged Stock that is not Initial Perfection Collateral their affiliates acquires the Lender Financing, no defense, set-off, counterclaim or that is hereafter acquired by the Grantors, other claim whatsoever 41 (collectively "claims") will be so placed on made against Guarantors or their affiliates based upon the stock ledger acts or other books and records omissions of the respective issuer of such stock pledged hereunderLender and/or any prior holder(s) in order to reflect the pledge in favor of the Collateral Trustee for the ratable benefit and security of the Holders created or provided for in this Agreement. Each of such Grantor's Pledged Notes, if any, has been duly authorized, authenticated or issued and deliveredLoan Documents, and is the legal, valid and binding obligation of sole remedy for such acts or omissions shall be a separate action against the issuer or issuers thereof, is freely transferable to the Collateral Trustee and is not in defaultLender and/or such holder(s) for damages. (b) Such Grantor's Pledged Stock, if any, constitutes (i) the percentage of the issued and outstanding shares of Capital Stock of the respective issuers thereof indicated on Schedule 3.3 hereto and (ii) all of the shares of Capital Stock of the respective issuer held by the Grantor. There are no outstanding options, warrants or other rights to purchase any shares of the Pledged Stock. Such Grantor's Pledged Notes, if any, are outstanding in the principal amount indicated on Schedule 3.3 hereto.