Exhibit 2.27
Execution Version
CONTROL AGREEMENT
(Investment Property)
This CONTROL AGREEMENT (this
“ Agreement ”) is entered into as of
March 29, 2005, among WELLS FARGO FOOTHILL,
INC., a California corporation, as the arranger and
administrative agent for certain lenders (in such capacity,
together with its successor and assigns, if any, in such capacity,
the “ Agent ”), FLORIDA HOOTERS LLC , a
Nevada limited liability company (“ Florida Hooters
”), EW COMMON LLC , a Nevada limited liability company
(“ EW Common ”; Florida Hooters and EW Common
collectively, jointly and severally, “ Pledgors
” and each individually, “ Pledgor ”), and
155 EAST TROPICANA, LLC , a Nevada limited liability company
(“ Issuer ”).
RECITALS
A.
Pursuant to that certain Parent
Pledge Agreement (the “ Pledge Agreement ”),
dated as of March 29, 2005, among Pledgors and Agent, Pledgors
granted to Agent, for the benefit of the Lender Group, a security
interest in, among other things, each Pledgor’s right, title
and interest in and to all of the Stock of Issuer, whether now or
hereafter owned by such Pledgor and regardless of class or
designation (the “ Pledged Interests ”).
All capitalized terms used herein without definition shall have the
meanings ascribed thereto in the Pledge Agreement.
B.
The parties are entering into this
Agreement to give Agent control over the Pledged Interests and to
specify certain rights and duties of the parties with respect to
the Pledged Interests.
AGREEMENT
1.
The Pledged
Interests
Issuer represents and warrants to
Agent that:
(a)
The Pledgors are the registered
owners of the Pledged Interests. The Pledged Interests
consist of “uncertificated securities” (as defined in
Section 104.8102(a)(1)(r) of the Nevada Uniform Commercial
Code (the “ Code ”; 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 security
interest in the Pledged Interests is governed by the Uniform
Commercial Code as enacted and in effect in a jurisdiction other
than the State of Nevada, the term “Code” 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).
(b)
Other than (i) the Trustee
Liens, and (ii) the claims and interests of the parties
referred to in this Agreement, Issuer does not know of any claim to
or interest in the Pledged Interests.
