PARENT PLEDGE AGREEMENT

Exhibit 2.8

This PARENT PLEDGE AGREEMENT (this “Agreement”) is made this 29th day of March, 2005, among Florida Hooters LLC, a Nevada limited-liability company (“Florida Hooters”), and EW Common LLC, a Nevada limited-liability company (“EW Common” and, together with Florida Hooters, the “Pledgors” and each individually “Pledgor”), and The Bank of New York Trust Company, N.A., in its capacity as Collateral Agent (together with its successors, “Agent”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Senior Secured Note Indenture, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), by and among 155 East Tropicana, LLC, a Nevada limited-liability company (“155 East Tropicana”) and 155 East Tropicana Finance Corp., a Nevada corporation (“155 East Tropicana Finance”, and together with 155 East Tropicana, the “Grantors”) and The Bank of New York Trust Company, N.A., as trustee (in such capacity, the “Trustee”) and Collateral Agent; and

WHEREAS, Pledgors own the Investment Related Property (as hereinafter defined and listed on Schedule 1 attached hereto), and

WHEREAS, in order to induce the Trustee to enter into the Indenture and the other Indenture Documents (as hereinafter defined), Pledgors have agreed to grant a continuing security interest in and to the Collateral (as hereinafter defined) in order to secure the due and punctual, prompt and complete payment, observance and performance of, among other things, (a) the Obligations of Pledgors arising from this Agreement, (b) all present and future liabilities and Obligations (including, without limitation, Guarantee Obligations) of each of the Grantors of every type or description, arising under or in connection with the Notes, the Guarantees and the other Indenture Documents, whether for principal of or premium, if any, or Interest (or Liquidated Damages, if any) on the Notes, expenses, indemnities or other amounts (including attorneys’ fees and expenses), and (c) all other Obligations of Grantors arising from the Indenture and the other Indenture Documents, plus reasonable attorneys fees and expenses if the obligations represented thereunder are collected by law, through an attorney-at-law, or under advice therefrom (clauses (a), (b), and (c) being hereinafter referred to as the “Secured Obligations”), by the granting of the security interests contemplated by this Agreement, and

NOW, THEREFORE, for and in consideration of the recitals made above and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. Defined Terms. All capitalized terms used herein (including, without limitation, in the preamble and recitals hereof) without definition shall have the meanings ascribed thereto in the Indenture. In addition to those terms defined elsewhere in this Agreement, as used in this Agreement, the following terms shall have the following meanings:

(a) “Books” has the meaning specified therefor in Section 2 hereof.

(b) “Closing Date” means March 29, 2005.

(d) “Equity Interests” has the meaning specified therefor in the Indenture.

(e) “Event of Default” has the meaning specified therefor in the Indenture.

(f) “Gaming Authorities” has the meaning specified therefor in the Indenture.

(g) “Gaming Laws” means all applicable federal, state and local laws, rules and regulations pursuant to which the Nevada Gaming Authorities possess regulatory, licensing or permit authority over the ownership or operation of gaming facilities within the State of Nevada, including, the Nevada Gaming Control Act, as codified in Chapter 463 of the Nevada Revised Statutes, as amended from time to time, and the regulations of the NGC promulgated thereunder.

(h) “Governing Documents” means, with respect to any Person, the certificate or articles of incorporation, by-laws, certificate of formation or operating agreement, or other organizational documents of such Person.

(i) “Governmental Authority” means any governmental, administrative or regulatory agency, authority, department, commission, board, bureau or instrumentality of the United States, any state of the United States, or any political subdivision thereof, including, without limitation, any Gaming Authority, or any court, arbitrator or quasi-judicial authority.

(j) “Holder” has the meaning specified therefor in the Indenture.

(k) “Indenture Documents” means any of the Indenture, the Notes, the Guarantees, the Collateral Agreements, the Registration Rights Agreement and any other agreement, document or instrument entered into or issued in connection with any of the foregoing.

(l) “Intercreditor Agreement” means the Intercreditor Agreement, dated as of the date hereof, by and among the Trustee and Agent and Xxxxx Fargo Foothill.

(m) “Investment Related Property” means (i) investment property (as that term is defined in the UCC) in the Pledged Companies, and (ii) all of the following regardless of whether classified as investment property under the UCC: all Pledged Interests, Pledged Operating Agreements, and Pledged Partnership Agreements.

(n) “Nevada Gaming Authorities” means the NGC, the NGCB and applicable county, city and municipal authorities within the State of Nevada possessing regulatory, licensing or permit authority over the ownership or operation of gaming activities in the State of Nevada (or any such county, city or municipality therein).

(o) “NGC” means the Nevada Gaming Commission.

(p) “NGCB” means the Nevada State Gaming Control Board.

(q) “Obligations” has the meaning specified therefor in the Indenture.

(r) “Permitted Liens” means the Xxxxx Fargo Liens.

(s) “Permitted Reorganization Transactions” means (a) the merger of one Grantor with and into another Grantor, (b) the dissolution and transfer of assets or properties by a Grantor to another Grantor, (c) the merger of one Guarantor with and into another Guarantor or into a Grantor, (d) the dissolution and transfer of assets or properties by a Guarantor to another Guarantor or a Grantor, or (e) the formation of a holding company (“Holdco”) that owns the Equity Interests of the Grantors so long as (i) the Equity Interests of Holdco is owned by the same Persons who own the Issuers as of the Closing Date, (ii) no Default or Event of Default shall have occurred and be continuing, (iii) the Equity Interests of Holdco owned directly or indirectly by the Pledgors is pledged to the Agent on terms and conditions satisfactory to Agent and Agent has a perfected Lien on the Equity Interests of Holdco subject only to the Permitted Liens, (iv) Holdco executes a joinder to the Security Agreement, (v) Holdco owns, directly or indirectly, all of the Equity Interests of Borrowers, (vi) Agent has a perfected Lien on the Equity Interests owned by Holdco, (vii) Agent receives opinions of Holdco’s and Grantors’ counsel in form and substance satisfactory to Agent, and (vii) Holdco, Pledgors and Borrowers shall have received all approvals or other consents by any Governmental Authority in connection with the transfer of the Equity Interests to Holdco and the pledge of such Equity Interests to Agent.

(t) “Person” has the meaning specified therefor in the Indenture.

(u) “Pledged Companies” means, each Person listed on Schedule 1 hereto as a “Pledged Company”, together with each other Person, all or a portion of whose Equity Interests, is acquired or otherwise owned by a Pledgor after the Closing Date.

(v) “Pledged Interests” means all of each Pledgor’s right, title and interest in and to all of the Equity Interests now or hereafter owned by such Pledgor, regardless of class or designation, including, without limitation, in each of the Pledged Companies, and all substitutions therefor and replacements thereof, all proceeds thereof and all rights relating thereto, including, without limitation, any certificates representing the Equity Interests, the right to request after the occurrence and during the continuation of an Event of Default that such Equity Interests be registered in the name of Agent or any of its nominees, the right to receive any certificates representing any of the Equity Interests and the right to require that such certificates be delivered to Agent together with undated powers or assignments of investment securities with respect thereto, duly endorsed in blank by such Pledgor, all warrants, options, share appreciation rights and other rights, contractual or otherwise, in respect thereof and of all dividends, distributions of income, profits, surplus, or other compensation by way of income or liquidating distributions, in cash or in kind, and cash, instruments, and other property from time to time received, receivable, or otherwise distributed in respect of or in addition to, in substitution of, on account of, or in exchange for any or all of the foregoing.

(w) “Pledged Interests Addendum” means a Pledged Interests Addendum substantially in the form of Exhibit A to this Agreement.

(x) “Pledged Operating Agreements” means all of each Pledgor’s rights, powers, and remedies under the limited-liability company operating agreements of the Pledged Companies that are limited liability companies.

(y) “Pledged Partnership Agreements” means all of each Pledgor’s rights, powers, and remedies under the partnership agreements of each of the Pledged Companies that are partnerships.

(z) “Proceeds” has the meaning specified therefore in Section 2 hereof.

(aa) “Subsidiary” has the meaning specified therefor in the Indenture.

(bb) “UCC” means the New York Uniform Commercial Code, as in effect from time to time; provided, however, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, priority, or remedies with respect to Agent’s Lien on any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority, or remedies.

(cc) “Xxxxx Fargo Foothill” means Xxxxx Fargo Foothill, Inc., in its capacity as administrative agent under the Xxxxx Fargo Credit Agreement.

(dd) “Xxxxx Fargo Credit Agreement” means that certain Credit Agreement, dated as of the date hereof, by and among the Grantors, as Borrowers, and Xxxxx Fargo Foothill, as administrative agent, and as amended, restated, supplemented or otherwise modified from time to time.

(ee) “Xxxxx Fargo Liens” means the Liens granted by Pledgors to Xxxxx Fargo Foothill pursuant to the Xxxxx Fargo Pledge Agreement, to secure the Xxxxx Fargo Credit Agreement, only so long as the Grantor’s obligations to Xxxxx Fargo Foothill remain outstanding thereunder and only to the extent provided in the Intercreditor Agreement.

(ff) “Xxxxx Fargo Pledge Agreement” means that certain Pledge Agreement, dated as of the date hereof, by and among the Pledgors and Xxxxx Fargo Foothill.

2. Grant of Security. Each Pledgor hereby unconditionally grants, assigns and pledges to Agent, for the benefit of Agent, the Trustee and the Holders, a continuing security interest in (hereinafter referred to as the “Security Interest”) such Pledgor’s right, title, and interest in and to the following personal property, whether now owned or hereafter acquired or arising and wherever located (the “Collateral”):

(a) all of such Pledgor’s Investment Related Property in the Pledged Companies;

(b) all of such Pledgor’s books and records indicating, summarizing, or evidencing its Investment Related Property (“Books”);

(c) all of the proceeds and products, whether tangible or intangible, of the foregoing, including proceeds of insurance or commercial tort claims covering or relating to the foregoing, and any and all Investment Related Property, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to the foregoing Collateral (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to any Pledgor or Agent from time to time with respect to any of the Investment Related Property.

3. Security for Obligations. This Agreement and the Security Interest created hereby secures the payment and performance of all the Secured Obligations, whether now existing or arising hereafter. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts

which constitute part of the Secured Obligations and would be owed by Grantors, or any of them, to Agent, the Trustee, the Holders or any of them, but for the fact that they are unenforceable or not allowable due to the existence of an insolvency proceeding involving any Grantor.

4. Pledgors Remain Liable. Anything herein to the contrary notwithstanding, (a) each of the Pledgors shall remain liable under the contracts and agreements included in the Collateral, including, without limitation, the Pledged Operating Agreements and the Pledged Partnership Agreements, to perform all of the duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by Agent or any of the Holders of any of the rights hereunder shall not release any Pledgor from any of its duties or obligations under such contracts and agreements included in the Collateral, and (c) none of the Agent, the Trustee or the Holders shall have any obligation or liability under such contracts and agreements included in the Collateral by reason of this Agreement, nor shall any of Agent, the Trustee or the Holders be obligated to perform any of the obligations or duties of any Pledgor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. Without limiting the generality of the foregoing, it is the intention of the parties hereto that record and beneficial ownership of the Pledged Interests, including, without limitation, all voting, consensual, and dividend rights, shall remain in the applicable Pledgor until the occurrence and continuation of an Event of Default and until Agent shall notify the applicable Pledgor of Agent’s exercise of voting, consensual, and/or dividend rights with respect to the Pledged Interests pursuant to Section 10 hereof.

5. Representations and Warranties. Each Pledgor, jointly and severally, hereby represents and warrants as follows:

(a) The exact legal name of each of the Pledgors is set forth on the signature pages of this Agreement.

(b) This Agreement creates a valid security interest in the Collateral of each of the Pledgors, to the extent a security interest therein can be created under the UCC, securing the payment of the Secured Obligations. Except to the extent a security interest in the Collateral cannot be perfected by the filing of a financing statement under the UCC, all filings and other actions necessary or desirable to perfect and protect such security interest have been duly taken or will have been taken upon the filing of financing statements listing each applicable Pledgor, as a debtor, and Agent, as secured party, in the jurisdictions listed next to such Pledgor’s name on Schedule 2 attached hereto. Upon the making of such filings, Agent shall have a first priority (subject to the Permitted Liens) perfected security interest in the Collateral of each Pledgor to the extent such security interest can be perfected by the filing of a financing statement.

(c) (i) Except for the Security Interest created hereby, each Pledgor is and will ar all times be the sole holder of record and the legal and beneficial owner, free and clear of all Liens other than Permitted Liens, of the Pledged Interests indicated on Schedule 1 as being owned by such Pledgor and, when acquired by such Pledgor, any Pledged Interests acquired after the Closing Date; (ii) all of the Pledged Interests are duly authorized, validly issued, fully paid and nonassessable and the Pledged Interests constitute or will constitute the percentage of the issued and outstanding Equity Interests of the Pledged Companies of such Pledgor identified on Schedule 1 hereto as supplemented or modified by any Pledged Interests Addendum; (iii) such Pledgor has the right and requisite authority to pledge, the Investment Related Property pledged by such Pledgor to Agent as provided herein; (iv) all actions necessary or desirable to perfect, establish (subject to the Permitted Liens) the first priority of, or otherwise protect, Agent’s Liens in the Investment Related Property, and the proceeds thereof, will have been duly taken, (A) upon the execution and delivery of this Agreement; (B) upon the taking of possession by Agent of any certificates constituting the Pledged Interests, to the extent such Pledged

Interests are represented by certificates, together with undated powers endorsed in blank by the applicable Pledgor; and (C) upon the filing by the applicable Pledgor of financing statements in the applicable jurisdiction set forth on Schedule 2 attached hereto for such Pledgor with respect to the Pledged Interests of such Pledgor that are not represented by certificates, and (iv) upon the termination of the Xxxxx Fargo Liens, each Pledgor will deliver and deposit in accordance with Sections 6(a) and 8 hereof all certificates representing the Pledged Interests owned by such Pledgor to the extent such Pledged Interests are represented by certificates, and undated powers endorsed in blank with respect to such certificates.

(d) Except for such authorizations, consents and other actions as those described in Section 23 hereof and as shall have been obtained and shall be in effect, no authorization, consent, approval or other action by, and no notice to or registration, recordation or filing with, any Governmental Authority is required for (i) the due execution, delivery and performance by each Pledgor of this Agreement, (ii) the grant by each Pledgor of the Security Interest granted by this Agreement, (iii) the perfection of such Security Interest (except for the filing of any appropriate financing statements) or (iv) the exercise by Agent and the Holders of their rights and remedies under this Agreement; in each case under clauses (i) through (iv) above, except as may be required by applicable Gaming Laws or except as may be required in connection with such disposition of Investment Related Property by laws affecting the offering and sale of securities generally.

6. Covenants. Each Pledgor, jointly and severally, covenants and agrees with Agent and the Holders that from and after the date of this Agreement and until the date of termination of this Agreement in accordance with Section 21 hereof:

(a) Possession of Collateral. Upon the termination of the Xxxxx Fargo Liens, in the event that any Collateral, including proceeds, is evidenced by or consists of Negotiable Collateral, Investment Related Property, or Chattel Paper (as such terms may be defined in the UCC), and if and to the extent that perfection or priority of Agent’s Security Interest is dependent on or enhanced by possession, the applicable Pledgor shall execute such other documents as shall be reasonably requested by Agent or as necessary to effect perfection or transfer or, if applicable, endorse and deliver physical possession of such Negotiable Collateral, Investment Related Property, or Chattel Paper (as such terms may be defined in the UCC) to Agent, together with such undated powers endorsed in blank as shall be requested by Agent.

(b) Investment Related Property.

(i) If any Pledgor shall receive or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly (and in any event within 2 Business Days of receipt thereof) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests;

(ii) All sums of money and property paid or distributed in respect of the Investment Related Property which are received by any Pledgor shall be held by the Pledgors in trust for the benefit of Agent segregated from such Pledgor’s other property, and such Pledgor shall deliver it forthwith to Agent’s in the exact form received; provided, however, that cash dividends received by any Pledgor, if and to the extent they are not prohibited by the Indenture, may be retained by such Pledgor so long as no Event of Default has occurred or is continuing;

(iii) Each Pledgor shall promptly deliver to Agent a copy of each notice or other communication received by it in respect of any Pledged Interests;

(iv) No Pledgor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged

Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests other than pursuant to the Indenture Documents and the Xxxxx Fargo Pledge Agreement and other documents in connection with the Xxxxx Fargo Credit Agreement;

(v) Each Pledgor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interest on the Investment Related Property or any sale or transfer thereof;

(vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, all limited liability company or partnership interests, issued each Pledgor, jointly and severally, hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Pledgor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction;

(c) Transfers and Other Liens. Pledgors shall not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except in connection with a Permitted Reorganization Transaction, or (ii) create or permit to exist any Lien upon or with respect to any of the Collateral of any of Pledgors, except for Permitted Liens and Permitted Reorganization Transactions. The inclusion of Proceeds in the Collateral shall not be deemed to constitute Agent’s consent to any sale or other disposition of any of the Collateral except as expressly permitted in this Agreement or the other Indenture Documents; and

(d) Other Actions as to Any and All Collateral. Each Pledgor shall promptly (and in any event within 2 Business Days of acquiring or obtaining such Collateral) notify Agent in writing upon acquiring or otherwise obtaining any Collateral after the date hereof consisting of Investment Related Property and promptly execute such other documents, or if applicable, deliver certificates evidencing any Investment Related Property in accordance with Section 6 hereof and do such other acts or things deemed necessary or desirable to protect Agent’s Security Interest therein.

(e) Restrictions on Fundamental Changes. No Pledgor shall (i) enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, (ii) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), (iii) convey, sell, lease, license, assign, transfer, or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of any of the Collateral of any of Pledgors, or (iv) suspend or go out of a substantial portion of its or their business except in connection with a Permitted Reorganization Transaction.

(f) Change Name. No Pledgor shall change, and no Pledgor shall cause any Grantors or any of its subsidiaries to change, its name, organizational identification number, state of organization, or organizational identity; provided, however, that a Grantor or any of its subsidiaries may change its name upon at least 30 days prior written notice by such party to Agent of such change, and so long as, at the time of such written notification, such Grantor or such subsidiary provides any financing statements necessary to perfect and continue perfected the Agent’s Liens.

(g) Records. Each Pledgor shall at all times keep at least one complete set of its records concerning substantially all of the Collateral at the location set forth on Schedule 3 hereto, and not change such location or such records without giving Agent at least thirty (30) days prior written notice thereof.

(h) Additional Equity Interests. Each Pledgor shall, to the extent it may lawfully do so, and unless otherwise permitted under the terms of the Indenture, use its best efforts to prevent the Pledged Companies from issuing additional Equity Interests or Proceeds, except for cash dividends or other distributions, if any, that are not prohibited by the terms of the Indenture to be paid by the Pledged Companies to Pledgors.

(i) Amendment of Governing Documents. Pledgors shall not permit the Pledged Companies to (i) authorize the amendment of or amend the Governing Documents of the Pledged Companies to provide that the Equity Interests of such Pledged Company is governed by Article 8 of the UCC, or (ii) authorize the issuance of or issue certificates evidencing the Equity Interests of the Pledged Companies which have been pledged under this Agreement.

(j) Gaming Laws. Each Pledgor shall obtain, as promptly as practicable following the date hereof, the applicable approvals of the Nevada Gaming Authorities, as referred to in Section 23 hereof, required to authorize or continue the pledge of the Investment Related Property in this Agreement and shall promptly execute any and all such instruments and documents, deliver any certificates and do all such other acts or things deemed necessary, appropriate or desirable by the Nevada Gaming Authorities to obtain such approvals. Furthermore, in connection with the Operator Licensing Event, each Pledgor shall obtain all necessary consents or approvals of the Nevada Gaming Authorities for the continued effect of the pledge of the Investment Related Property pursuant to this Agreement.

7. Relation to Other Security Documents. The provisions of this Agreement shall be read and construed with the other Indenture Documents referred to below in the manner so indicated.

(a) Indenture. In the event of any conflict between any provision in this Agreement and a provision in the Indenture, such provision of the Indenture shall control.

8. Further Assurances.

(a) Each Pledgor agrees that from time to time, at its own expense, such Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that Agent may reasonably request, in order to perfect and protect any Security Interest granted or purported to be granted hereby or to enable Agent to exercise and enforce its rights and remedies hereunder with respect to any of the Collateral.

(b) Each Pledgor authorizes the filing of such financing or continuation statements, or amendments thereto, and such Pledgor will execute and deliver to Agent such other instruments or notices, as may be necessary or as Agent may reasonably request, in order to perfect and preserve the Security Interest granted or purported to be granted hereby.

(c) Each Pledgor authorizes Agent to file, transmit, or communicate, as applicable, financing statements and amendments describing the Collateral in order to perfect Agent’s security interest in the Collateral without such Pledgor’s signature. Each Pledgor also hereby ratifies its authorization for Agent to have filed in any appropriate jurisdiction any financing statements filed prior to the date hereof. Notwithstanding the foregoing the Agent shall have no obligations whatsoever to file any financing statements.

(d) Each Pledgor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement filed in connection with this Agreement without the prior written consent of Agent, subject to such Pledgor ‘s rights under Section 9-509(d)(2) of the UCC.

9. Agent’s Right to Perform Contracts. Upon the occurrence of an Event of Default, Agent (or its designee) may proceed to perform any and all of the obligations of any Pledgor contained in any contract, lease, or other agreement and exercise any and all rights of any Pledgor therein contained as fully as such Pledgor itself could.

10. Agent Appointed Attorney-in-Fact. Each Pledgor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Pledgor and in the name of such Pledgor or otherwise, at such time as an Event of Default has occurred and is continuing under the Indenture, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement.

11. Agent May Perform. If any of Pledgors fails to perform any agreement contained herein, Agent may itself perform, or cause performance of, such agreement, and the reasonable and documented expenses of Agent incurred in connection therewith shall be payable, jointly and severally, by Pledgors.

12. Agent’s Duties. The powers conferred on Agent hereunder are solely to protect Agent’s interest in the Collateral, for the benefit of the Trustee and the Holders, and shall not impose any duty upon Agent to exercise any such powers. Except for the safe custody of any Collateral in its actual possession and the accounting for moneys actually received by it hereunder, Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its actual possession if such Collateral is accorded treatment substantially equal to that which Agent accords its own property. In no event shall Agent be responsible for the preparation of filing of any financing statements or for otherwise perfecting or maintaining the perfection of any lien or security interests on any of the Collateral hereunder.

13. Disposition of Pledged Interests by Agent. None of the Pledged Interests existing as of the date of this Agreement are, and none of the Pledged Interests hereafter acquired on the date of acquisition thereof will be, registered or qualified under the various federal or state securities laws of the United States and disposition thereof after the occurrence and continuation of an Event of Default may be restricted to one or more private (instead of public) sales in view of the lack of such registration. Each Pledgor understands that in connection with such disposition, Agent may approach only a restricted number of potential purchasers and further understands that a sale under such circumstances may yield a lower price for the Pledged Interests than if the Pledged Interests were registered and qualified pursuant to federal and state securities laws and sold on the open market. Each Pledgor, therefore, agrees that: (a) if Agent shall, pursuant to the terms of this Agreement, sell or cause the Pledged Interests or any portion thereof to be sold at a private sale, Agent shall have the right to rely upon the advice and opinion of any nationally recognized brokerage or investment firm (but shall not be obligated to seek such advice and the failure to do so shall not be considered in determining the commercial reasonableness of such action) as to the best manner in which to offer the Pledged Interest for sale and as to the best price reasonably obtainable at the private sale thereof; and (b) such reliance shall be conclusive evidence that Agent has handled the disposition in a commercially reasonable manner.

14. Voting Rights.

(a) Subject to the approval of the Nevada Gaming Authorities, after the termination of the Xxxxx Fargo Liens, upon the occurrence and during the continuation of an Event of Default, (i) Agent may, at its option, and with prior notice to any Pledgor, and in addition to all rights and remedies available to Agent under any other agreement, at law, in equity, or otherwise, exercise all voting rights, and all other ownership or consensual rights in respect of the Pledged Interests owned by such Pledgor, but under no circumstances is Agent obligated by the terms of this Agreement to exercise such rights, and (ii) if Agent duly exercises its right to vote any of such Pledged Interests, each Pledgor hereby appoints Agent, such Pledgor ‘s true and lawful attorney-in-fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner Agent deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power-of-attorney granted hereby is coupled with an interest and shall be irrevocable.

(b) For so long as any Pledgor shall have the right to vote the Pledged Interests owned by it, such Pledgor covenants and agrees that it will not, without the prior written consent of Agent, vote or take any consensual action with respect to such Pledged Interests which would materially adversely affect the rights of Agent and the Holders or the value of the Pledged Interests.

15. Remedies. Subject to the limitations described in Section 23, upon the occurrence and during the continuance of an Event of Default, and subject to the Intercreditor Agreement:

(a) Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein, in the other Indenture Documents, or otherwise available to it, all the rights and remedies of a secured party on default under the UCC or any other applicable law.

(b) Without limiting the generality of the foregoing, each Pledgor expressly agrees that, in any such event, Agent without demand of performance or other demand, advertisement or notice of any kind (except a notice specified below of time and place of public or private sale) to or upon any of Pledgors or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC or any other applicable law), may take immediate possession of all or any portion of the Collateral and (i) require Pledgors to, and each Pledgor hereby agrees that it will at its own expense and upon request of Agent forthwith, assemble all or part of the Collateral as directed by Agent and make it available to Agent at one or more locations where such Pledgor regularly maintains Inventory, and (ii) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of Agent’s offices or elsewhere, for cash, on credit, and upon such other terms as Agent may deem commercially reasonable. Each Pledgor agrees that, to the extent notice of sale shall be required by law, at least 10 days notice to any of Pledgors of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and specifically such notice shall constitute a reasonable “authenticated notification of disposition” within the meaning of Section 9-611 of the UCC. Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

16. Remedies Cumulative. Each right, power, and remedy of Agent as provided for in this Agreement or in the other Indenture Documents or now or hereafter existing at law or in equity or by statute or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power, or remedy provided for in this Agreement or in the other Indenture Documents or now or hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning of the exercise by Agent, of any one or more of such rights, powers, or remedies shall not preclude the simultaneous or later exercise by Agent of any or all such other rights, powers, or remedies.

17. Marshaling. Agent shall not be required to marshal any present or future collateral security (including but not limited to the Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of its rights and remedies hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights and remedies, however existing or arising. To the extent that it lawfully may, each Pledgor hereby agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of Agent’s rights and remedies under this Agreement or under any other instrument creating or evidencing any of the Secured Obligations or under which any of the Secured Obligations is outstanding or by which any of the Secured Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, each Pledgor hereby irrevocably waives the benefits of all such laws.

18. Indemnity and Expenses.

(a) Each Pledgor jointly and severally agrees to indemnify Agent, the Trustee and the Holders from and against all claims, lawsuits and liabilities (including reasonable attorneys fees) growing out of or resulting from this Agreement (including, without limitation, enforcement of this Agreement) or any other Indenture Document to which such Pledgor is a party, except claims, losses or liabilities resulting from the gross negligence or willful misconduct of the party seeking indemnification as determined by a final non-appealable order of a court of competent jurisdiction. This provision shall survive the termination of this Agreement and the Indenture and the repayment of the Secured Obligations.

(b) Pledgors, jointly and severally, shall, upon demand, pay to Agent all expenses which Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody, preservation, use or operation of, or, upon the occurrence and continuation of an Event of Default, the sale of, collection from, or other realization upon, any of the Collateral in accordance with this Agreement and the other Indenture Documents, (iii) the exercise or enforcement of any of the rights of Agent hereunder or (iv) the failure by any of Pledgors to perform or observe any of the provisions hereof.

19. Merger, Amendments; Etc. THIS WRITTEN AGREEMENT, TOGETHER WITH THE OTHER INDENTURE DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES. No waiver of any provision of this Agreement, and no consent to any departure by any of Pledgors herefrom, shall in any event be effective unless the same shall be in writing and signed by Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment of any provision of this Agreement shall be effective unless the same shall be in writing and signed by Agent and each of Pledgors to which such amendment applies.

20. Addresses for Notices. All notices and other communications provided for hereunder shall be given in the form and manner and delivered to Agent at its address specified in the Indenture, and to Pledgors at the address set forth below, or, as to any party, at such other address as shall be designated by such party in a written notice to the other party.

If to Florida Hooters:

If to EW Common:

21. Continuing Security Interest: Assignments under Indenture. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the Secured Obligations have been paid in full in cash in accordance with the provisions of the Indenture, (b) be binding upon each of Pledgors, and their respective successors and assigns, and (c) inure to the benefit of, and be enforceable by, Agent, the Trustees and the Holders and their respective successors, transferees and assigns. Upon payment in full in cash of the Secured Obligations in accordance with the provisions of the Indenture, the Security Interest granted hereby and this Agreement shall terminate (without prejudice to the Agent’s obligation to fulfill its duties in connection with the termination and release of the security interests over the Collateral and return of Collateral, as referenced below, which obligation shall survive the termination of this Agreement), and all rights to the Collateral shall revert to Pledgors or any other Person entitled thereto. At such time, Agent will authorize the filing of appropriate termination statements to terminate such Security Interests, and execute and deliver to the Pledgors such documents as the Pledgors shall request to evidence the termination of the security interests or this Agreement or the release of the pledged Collateral, and will duly reassign, transfer and deliver to the Pledgors free from any interest of the Agent or Lien granted under this Agreement such of the Pledged Collateral as may have been previously delivered by the Pledgors to the Agent, including any certificates or instruments representing or evidencing such collateral. No transfer or renewal, extension, assignment, or termination of this Agreement or of the Indenture, any other Indenture Document, or any other instrument or document executed and delivered by any Pledgor to Agent, nor the taking of further security, nor the retaking or re-delivery of the Collateral to Pledgors, or any of them, by Agent, nor any other act of Agent, the Trustee and the Holders, or any of them, shall release any of Pledgors from any obligation, except a release or discharge executed in writing by Agent in accordance with the provisions of the Indenture. Agent shall not by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder, unless such waiver is in writing and signed by Agent and then only to the extent therein set forth. A waiver by Agent of any right or remedy on any occasion shall not be construed as a bar to the exercise of any such right or remedy which Agent would otherwise have had on any other occasion.

22. Governing Law.

(a) THE VALIDITY OF THIS AGREEMENT AND THE OTHER INDENTURE DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER INDENTURE DOCUMENT IN RESPECT OF SUCH OTHER INDENTURE DOCUMENT), THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, AND THE RIGHTS OF THE PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(B).

(b) THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OTHER INDENTURE DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH

PLEDGOR AND AGENT WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 22(b).

(c) EACH PLEDGOR AND AGENT HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE INDENTURE DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PLEDGOR AND AGENT REPRESENTS THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

23. Compliance with Gaming Laws. Notwithstanding anything to the contrary contained herein or in any other Indenture Documents, Agent expressly acknowledges and agrees that the exercise of its rights and remedies under this Agreement is subject to the mandatory provisions of the Gaming Laws. Specifically, Agent acknowledges and agrees that once Pledgors have been licensed or found suitable by the Nevada Gaming Authorities:

(a) The pledge of the Investment Related Property of any Pledged Company that is a licensee of or registered with the Nevada Gaming Authorities by Pledgors, and any restrictions on the transfer of and agreements not to encumber such Investment Related Property of corporations or limited liability company that is a holding company contained in this Agreement or in any other Loan Document, shall not be effective without the prior approval of the NGC upon the recommendation of the NGCB. The certificates or instruments representing or evidencing such Investment Related Property may not continue to be held by Agent unless such approval has been obtained by a Pledgor. The approval of the pledge of the Investment Related Property may require amendment of this Agreement to include additional references to regulatory requirements under the Gaming Laws. In addition, no amendment of this Agreement shall be effective until applicable approvals of the Nevada Gaming Authorities have been obtained.

(b) In the event that Agent exercises one or more of the remedies set forth in this Agreement with respect to any Investment Related Property, including without limitation, foreclosure or transfer of any interest in the Investment Related Property (except back to Pledgors), the exercise of voting and consensual rights, and any other resort to or enforcement of the security interest in the Investment Related Property, such action shall require the separate and prior approval of the Nevada Gaming Authorities and the licensing of Agent or its designee, unless such licensing requirement is waived by the Nevada Gaming Authorities.

(c) Agent and any custodial agent of Agent in the State of Nevada shall be required to comply with the conditions, if any, imposed by the Nevada Gaming Authorities in connection with its approval of the pledge granted hereunder by Pledgors, including, without limitation, the requirement that Agent or its agent maintain the certificates evidencing the Investment Related Property at a location in Nevada designated to the NGCB, and that Agent or its agent permit agents or employees of the NGCB to inspect such certificates immediately upon request during normal business hours.

(d) Neither Agent nor any agent of Agent shall surrender possession of any Investment Related Property to any Person other than Pledgors without the prior approval of the Nevada Gaming Authorities or as otherwise permitted by the Gaming Laws.

(e) The approval by the Nevada Gaming Authorities of this Agreement, or any amendment hereto, is not, and shall not be construed as, the approval, either express or implied, of Agent to take any actions provided for in this Agreement for which approval by the Nevada Gaming Authorities is required, without first obtaining such prior and separate approval, to the extent required by the Gaming Laws.

24. Agent. Each reference herein to any right granted to, benefit conferred upon or power exercisable by the “Agent” shall be a reference to Agent, for the benefit of the Holders.

25. Limited Recourse. Notwithstanding anything contained in this Agreement to the contrary Pledgors shall not have any personal liability under this Agreement for the Secured Obligations to Agent, the Trustee and/or the Holders and any claim based on or in respect of any of the Secured Obligations shall be enforced only against the Collateral pledged hereunder and not against any other assets, properties or funds of Pledgors or against any officer, director, manager, member or shareholder of Pledgors, except in accordance with Section 18.

26. Waivers.

(a) Each Pledgor hereby waives: (i) notice of acceptance hereof; (ii) notice of the creation or existence of any Secured Obligations; (iii) notice of the amount of the Secured Obligations, subject, however, to such Pledgor’s right to make inquiry of Agent to ascertain the amount of the Secured Obligations at any reasonable time; (iv) notice of any adverse change in the financial condition of Grantors or of any other fact that might increase such Pledgor’s risk hereunder; (v) notice of presentment for payment, demand, protest, and notice thereof as to any instrument among the Indenture Documents; (vi) notice of any Default or Event of Default under the Indenture; and (vii) all other notices and demands to which such Pledgor might otherwise be entitled.

(b) Each Pledgor hereby waives the right by statute or otherwise to require Agent, the Trustee or any Holder to institute suit against any Grantor or to exhaust any rights and remedies which Agent, the Trustee or such Holder, has or may have against such Grantor. Each Pledgor further waives any defense arising by reason of any disability or other defense (other than the defense that the Secured Obligations shall have been performed and indefeasibly paid in cash, to the extent of any such payment) of any Grantor or by reason of the cessation from any cause whatsoever of the liability of any Grantor in respect thereof.

(c) Each Pledgor hereby waives: (i) any rights to assert against Agent, the Trustee or the Holders any defense (legal or equitable), set-off, counterclaim, or claim which such Pledgor may now or at any time hereafter have against any Grantor or any other party liable to Agent, the Trustee or the Holders; (ii) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Secured Obligations or any security therefor; (iii) any defense arising by reason of any claim or defense based upon an election of remedies by Agent, the Trustee or the Holders; (iv) the benefit of any statute of limitations affecting such Pledgor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Secured Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Pledgor’s liability hereunder.

(d) Until such time as all of the Secured Obligations have been fully, finally and indefeasibly paid in full in cash: (i) each Pledgor hereby waives and postpones any right of subrogation such Pledgor has or may have as against Grantors with respect to the Secured Obligations, including,

without limitation, under any one or more of California Civil Code §§ 2847, 2848, and 2849 or any similar law of any other jurisdiction; (ii) in addition, each Pledgor hereby waives and postpones any right to proceed against Grantors or any other Person, now or hereafter, for contribution, indemnity, reimbursement, or any other suretyship rights and claims (irrespective of whether direct or indirect, liquidated or contingent), with respect to the Secured Obligations; and (iii) in addition, each Pledgor also hereby waives and postpones any right to proceed or to seek recourse against or with respect to any property or asset of Grantors.

(e) If any of the Secured Obligations at any time are secured by a mortgage or deed of trust upon real property, Agent, the Trustee or any Holder may elect, in such Person’s sole discretion, upon a default with respect to the Secured Obligations, to foreclose such mortgage or deed of trust judicially or nonjudicially in any manner permitted by law, before or after enforcing this Agreement, without diminishing or affecting the liability of Pledgors hereunder. Each Pledgor understands that (a) by virtue of the operation of antideficiency laws that may be applicable to nonjudicial foreclosures, an election by Agent, the Trustee or the Holders nonjudicially to foreclose such a mortgage or deed of trust probably may have the effect of impairing or destroying rights of subrogation, reimbursement, contribution, or indemnity of such Pledgor against Grantors or other guarantors or sureties, and (b) absent the waiver given by such Pledgor herein, such an election may estop Agent, the Trustee or the Holders from enforcing this Agreement against such Pledgor. Understanding the foregoing, and understanding that each Pledgor hereby is relinquishing a defense to the enforceability of this Agreement, each Pledgor hereby waives any right to assert against Agent, the Trustee or any Holder any defense to the enforcement of this Agreement, whether denominated “estoppel” or otherwise, based on or arising from an election by Agent, the Trustee or any Holder nonjudicially to foreclose any such mortgage or deed of trust. Each Pledgor understands that the effect of the foregoing waiver may be that such Pledgor may have liability hereunder for amounts with respect to which such Pledgor may be left without rights of subrogation, reimbursement, contribution, or indemnity against Grantors or other guarantors or sureties. Each Pledgor also agrees that the “fair market value” provisions of applicable state law, to the extent such law exists, shall have no applicability with respect to the determination of such Pledgor’s liability under this Agreement.

(f) Without limiting the generality of any other waiver or other provision set forth in this Agreement, each Pledgor waives all rights and defenses that such Pledgor may have if Grantors’ debt is secured by real property. This means, among other things:

(i) Agent, the Trustee or any Holder may collect from any Pledgor without first foreclosing on any real or personal property collateral that may be pledged by Grantors.

(ii) If Agent, the Trustee or any Holder foreclose(s) on any real property collateral that may be pledged by Grantors:

(iii) the amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price.

(iv) Agent may collect from any Pledgor even if Agent, the Trustee or the Holders, by foreclosing on the real property collateral, has/have destroyed any right such Pledgor may have to collect from Grantors.

This is an unconditional and irrevocable waiver of any rights and defenses Pledgors may have if Grantors’ debt is secured by real property.

(g) [Intentionally Omitted]

(h) WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS AGREEMENT, EACH PLEDGOR WAIVES ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY AGENT, THE TRUSTEE OR THE HOLDERS, EVEN THOUGH THAT ELECTION OF REMEDIES, SUCH AS A NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR A SECURED OBLIGATION, HAS DESTROYED SUCH PLEDGOR’S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST GRANTORS.

(i) Without affecting the generality of this Section, each Pledgor hereby also agrees to the following waivers:

(i) Each Pledgor agrees that Agent’s right to enforce this Agreement is absolute and is not contingent upon the genuineness, validity or enforceability of any of the Indenture Documents. Each Pledgor waives all benefits and defenses it may have under California Civil Code Section 2810 or any similar law of any other jurisdiction and agrees that Agent’s rights under this Agreement shall be enforceable even if any of the Grantors had no liability at the time of execution of the Indenture Documents or later ceases to be liable.

(ii) Each Pledgor agrees that Agent’s, the Trustee’s and the Holders’ rights under the Indenture Documents will remain enforceable even if the amount secured by the Indenture Documents is larger in amount and more burdensome than that for which Grantors are responsible. The enforceability of this Agreement against Pledgors shall continue until all sums due under the Indenture Documents have been paid in full and shall not be limited or affected in any way by any impairment or any diminution or loss of value of any security or collateral for Grantors’ obligations under the Indenture Documents, from whatever cause, the failure of any security interest in any such security or collateral or any disability or other defense of Grantors, any other guarantor of Grantors’ obligations under the Indenture Documents, any pledgor of collateral for any person’s obligations to Agent, the Trustee or any Holder or any other person in connection with the Indenture Documents.

(iii) Each Pledgor waives the right to require Agent to (A) proceed against Grantors, any guarantor of Grantors’ obligations under the Indenture Documents, any other pledgor of collateral for any person’s obligations to Agent, the Trustee or the Holders or any other person in connection with the Indenture Documents, (B) proceed against or exhaust any other security or collateral Agent may hold for the benefit of Agent, the Trustee or the Holders, or (C) pursue any other right or remedy for such Pledgor’s benefit, and agrees that Agent may exercise its right under this Agreement without taking any action against Grantors, any guarantor of Grantors’ obligations under the Indenture Documents, any pledgor of collateral for any person’s obligations to Agent, the Trustee or the Holders or any other person in connection with the Indenture Documents, and without proceeding against or exhausting any security or collateral Agent holds for the benefit of Agent, the Trustee or the Holders.

27. Miscellaneous.

(a) This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement. Delivery of an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by telefacsimile or other

electronic method of transmission also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement. The foregoing shall apply to each other Indenture Document mutatis mutandis.

(b) Any provision of this Agreement which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction.

(c) Headings used in this Agreement are for convenience only and shall not be used in connection with the interpretation of any provision hereof.

(d) The pronouns used herein shall include, when appropriate, either gender and both singular and plural, and the grammatical construction of sentences shall conform thereto.

(e) So long as the Intercreditor Agreement is in effect, the rights, obligations and remedies of the parties shall be subject thereto. This Agreement shall not impose any obligation or grant any right to any party to the extent that such obligation or right is inconsistent or conflicts with the Intercreditor Agreement. This Section 27(e) is for the benefit of Agent, the Trustee and the Holders, and none of the Pledgors or Grantors shall be third party beneficiaries hereof.

IN WITNESS WHEREOF, the undersigned parties hereto have executed this Agreement by and through their duly authorized officers, as of the day and year first above written.

Florida Hooters LLC

By:			Hooters Gaming LLC
Its:			Member

By:			HG Casino Management, Inc.
Its:			Manager


By:			/s/ Xxxx X. Xxxxxx
			Name: Xxxx X. Xxxxxx
			Title: President

By:			Lags Ventures, LLC
Its:			Member

By:			/s/ Xxxxx X. Xxxxxxxxxxx
Name:			Xxxxx X. Xxxxxxxxxxx
Title:			Sole Member


EW Common LLC

By: Eastern & Western Hotel Corporation
Its: Manager


By:	/s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Executive Vice President and Assistant Secretary


The Bank of New York Trust Company, N.A., as Agent

By:		/s/ Xxxxxx Xxxxx
Name:		Xxxxxx Xxxxx
Title:		Vice President

SCHEDULE 1

PLEDGED COMPANIES

Name of Pledgor	Name of Pledged Company	Number of Shares/Units	Class of Interests	Percentage of Class Owned	Certificate Nos.
155 East Tropicana, LLC	Florida Hooters, LLC	66.67 Units	Membership Interests	66 2/3%	—
155 East Tropicana, LLC	EW Common LLC	33.33 Units	Membership Interests	33 1/3%	—

SCHEDULE 2

LIST OF UNIFORM COMMERCIAL CODE FILING JURISDICTIONS

Pledgor		Jurisdiction
Florida Hooters LLC		Nevada
EW Common LLC		Nevada

SCHEDULE 3

Pledgor

Location

Florida Hooters LLC

Pledgor's records regarding the Collateral are located at:

EW Common LLC

000 Xxxx Xxxxxxxxx

Xxx Xxxxx, Xxxxxx 00000

EXHIBIT A

Annex 1 to Pledge and Security Agreement

PLEDGED INTERESTS ADDENDUM

This Pledged Interests Addendum, dated as of , 20 , is delivered pursuant to Section 5(b) of the Parent Pledge Agreement referred to below. The undersigned hereby agrees that this Pledged Interests Addendum may be attached to that certain Parent Pledge Agreement, dated as of March 29, 2005 (as amended, restated, supplemented or otherwise modified from time to time, the “Parent Pledge Agreement”), made by the undersigned to The Bank of New York, as Agent. Initially capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Parent Pledge Agreement and/or the Indenture. The undersigned hereby agrees that the additional interests listed on this Pledged Interests Addendum as set forth below shall be and become part of the Pledged Interests pledged by the undersigned to Agent in the Parent Pledge Agreement and any pledged company set forth on this Pledged Interests Addendum as set forth below shall be and become a “Pledged Company” under the Parent Pledge Agreement, each with the same force and effect as if originally named therein.

The undersigned hereby certifies that the representations and warranties set forth in Section 4 of the Parent Pledge Agreement of the undersigned are true and correct as to the Pledged Interests listed herein on and as of the date hereof.

	[PLEDGOR]


	By:



	Title

Name of Pledgor	Name of Pledged Company	Number of Shares/Units	Class of Interests	Percentage of Class Owned	Certificate Nos.

Document Metadata

Table of Contents

PARENT PLEDGE AGREEMENT

Document Metadata