Exhibit 10.18


PLEDGE AND SECURITY AGREEMENT


dated as of June 30, 2010


between


GREEKTOWN SUPERHOLDINGS, INC.,


EACH OF THE OTHER GRANTORS PARTY HERETO FROM
TIME TO TIME


and


WILMINGTON TRUST FSB,


as Collateral Agent






TABLE OF CONTENTS


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 PAGE 

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 1.

 	
  

 	
 DEFINITIONS;
 GRANT OF SECURITY.

 	
 4

 
	
  

 	
  

 	
  

 	
  

 
	
 1.1

 	
 General
 Definitions

 	
 4

 
	
 1.2

 	
 Definitions;
 Interpretation

 	
 10

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 2.

 	
  

 	
 GRANT OF
 SECURITY.

 	
 11

 
	
  

 	
  

 	
  

 	
  

 
	
 2.1

 	
 Grant of
 Security

 	
 11

 
	
 2.2

 	
 Certain
 Limited Exclusions

 	
 12

 
	
 2.3

 	
 Intercreditor
 Agreement

 	
 13

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 3.

 	
  

 	
 SECURITY FOR
 OBLIGATIONS; GRANTORS REMAIN LIABLE.

 	
 13

 
	
  

 	
  

 	
  

 	
  

 
	
 3.1

 	
 Security for
 Obligations

 	
 13

 
	
 3.2

 	
 Continuing
 Liability Under Collateral

 	
 13

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 4.

 	
  

 	
 CERTAIN
 PERFECTION REQUIREMENTS

 	
 13

 
	
  

 	
  

 	
  

 	
  

 
	
 4.1

 	
 Delivery
 Requirements

 	
 14

 
	
 4.2

 	
 Control
 Requirements

 	
 14

 
	
 4.3

 	
 Intellectual
 Property Recording Requirements

 	
 15

 
	
 4.4

 	
 Other
 Actions

 	
 15

 
	
 4.5

 	
 Timing and
 Notice

 	
 16

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 5.

 	
  

 	
 REPRESENTATIONS
 AND WARRANTIES.

 	
 16

 
	
  

 	
  

 	
  

 	
  

 
	
 5.1

 	
 Grantor
 Information & Status

 	
 16

 
	
 5.2

 	
 Collateral
 Identification, Special Collateral

 	
 17

 
	
 5.3

 	
 Ownership of
 Collateral and Absence of Other Liens

 	
 17

 
	
 5.4

 	
 Status of
 Security Interest

 	
 18

 
	
 5.5

 	
 Goods &
 Receivables

 	
 19

 
	
 5.6

 	
 Equity
 Interests, Investment Related Property

 	
 19

 
	
 5.7

 	
 Intellectual
 Property

 	
 20

 
	
 5.8

 	
 Contracts

 	
 20

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 6.

 	
  

 	
 COVENANTS
 AND AGREEMENTS.

 	
 21

 
	
  

 	
  

 	
  

 	
  

 
	
 6.1

 	
 Grantor
 Information & Status

 	
 21

 
	
 6.2

 	
 Collateral
 Identification; Special Collateral

 	
 22

 
	
 6.3

 	
 Ownership of
 Collateral and Absence of Other Liens

 	
 22

 
	
 6.4

 	
 Status of
 Security Interest

 	
 22

 
	
 6.5

 	
 Goods &
 Receivables

 	
 22

 
	
 6.6

 	
 Equity
 Interests, Investment Related Property

 	
 24

 
	
 6.7

 	
 Intellectual
 Property

 	
 25

 
	
 6.8

 	
 Non-Assignable
 Contracts

 	
 27

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 7.

 	
  

 	
 ACCESS;
 RIGHT OF INSPECTION; INSURANCE AND FURTHER ASSURANCES; ADDITIONAL GRANTORS.

 	
 27

 
	
  

 	
  

 	
  

 	
  

 
	
 7.1

 	
 Access;
 Right of Inspection; Insurance

 	
 27

 
	
 7.2

 	
 Further
 Assurances

 	
 28

 










	
  

 	
  

 	
  

 	
  

 
	
 7.3

 	
 Additional
 Grantors

 	
 29

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 8.

 	
  

 	
 COLLATERAL
 AGENT APPOINTED ATTORNEY-IN-FACT.

 	
 29

 
	
  

 	
  

 	
  

 	
  

 
	
 8.1

 	
 Power of
 Attorney

 	
 29

 
	
 8.2

 	
 No Duty on
 the Part of Collateral Agent or Secured Parties

 	
 30

 
	
 8.3

 	
 Appointment
 Pursuant to Intercreditor Agreement

 	
 31

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 9.

 	
  

 	
 REMEDIES.

 	
 31

 
	
  

 	
  

 	
  

 	
  

 
	
 9.1

 	
 Generally

 	
 31

 
	
 9.2

 	
 Application
 of Proceeds

 	
 32

 
	
 9.3

 	
 Sales on
 Credit

 	
 32

 
	
 9.4

 	
 Investment
 Related Property

 	
 32

 
	
 9.5

 	
 Grant of
 Intellectual Property License

 	
 33

 
	
 9.6

 	
 Intellectual
 Property

 	
 33

 
	
 9.7

 	
 Cash
 Proceeds; Deposit Accounts

 	
 35

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 10.

 	
  

 	
 COLLATERAL
 AGENT.

 	
 35

 
	
  

 	
  

 	
  

 	
  

 
	
 10.1

 	
 Appointment

 	
 35

 
	
 10.2

 	
 Delegation
 of Duties

 	
 36

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 11.

 	
  

 	
 CONTINUING
 SECURITY INTEREST; TRANSFER OF NOTES AND OTHER INDEBTEDNESS.

 	
 36

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 12.

 	
  

 	
 STANDARD OF
 CARE; COLLATERAL AGENT MAY PERFORM.

 	
 37

 
	
  

 	
  

 	
  

 	
  

 
	
 SECTION 13.

 	
  

 	
 MISCELLANEOUS.

 	
 37

 
	
  

 	
  

 	
  

 	
  

 
	
 SCHEDULE 5.1
 — GENERAL INFORMATION

 	
  

 
	
  

 	
  

 
	
 SCHEDULE 5.2
 — COLLATERAL IDENTIFICATION

 	
  

 
	
  

 	
  

 
	
 SCHEDULE 5.4
 — FINANCING STATEMENTS

 	
  

 
	
  

 	
  

 
	
 SCHEDULE 5.5
 — LOCATION OF EQUIPMENT AND INVENTORY

 	
  

 
	
  

 	
  

 
	
 EXHIBIT A —
 PLEDGE SUPPLEMENT

 	
  

 
	
  

 	
  

 
	
 EXHIBIT B —
 UNCERTIFICATED SECURITIES CONTROL AGREEMENT

 	
  

 
	
  

 	
  

 
	
 EXHIBIT C —
 SECURITIES ACCOUNT CONTROL AGREEMENT

 	
  

 
	
  

 	
  

 
	
 EXHIBIT D —
 DEPOSIT ACCOUNT CONTROL AGREEMENT

 	
  

 
	
  

 	
  

 
	
 EXHIBIT E —
 TRADEMARK SECURITY AGREEMENT

 	
  

 
	
  

 	
  

 
	
 EXHIBIT F —
 PATENT SECURITY AGREEMENT

 	
  

 
	
  

 	
  

 
	
 EXHIBIT G —
 COPYRIGHT SECURITY AGREEMENT

 	
  

 


2






                    NOTWITHSTANDING
ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO THE
SECOND LIEN COLLATERAL AGENT PURSUANT TO THIS AGREEMENT AND THE EXERCISE OF ANY
RIGHT OR REMEDY BY THE SECOND LIEN COLLATERAL AGENT HEREUNDER ARE SUBJECT TO
THE PROVISIONS OF THE COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT, DATED AS
OF JUNE 30, 2010 (AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM
TIME TO TIME, THE “INTERCREDITOR
AGREEMENT”), AMONG GREEKTOWN SUPERHOLDINGS, INC., THE OTHER GRANTORS
PARTY THERETO, COMERICA BANK, AS FIRST LIEN ADMINISTRATIVE AGENT, COMERICA
BANK, AS FIRST LIEN COLLATERAL AGENT, WILMINGTON TRUST FSB, AS SECOND LIEN
TRUSTEE, AND WILMINGTON TRUST FSB, AS SECOND LIEN COLLATERAL AGENT AND CERTAIN
OTHER PERSONS PARTY OR THAT MAY BECOME PARTY THERETO FROM TIME TO TIME. IN THE
EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND THIS
AGREEMENT, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL. 


                    This
PLEDGE
AND SECURITY AGREEMENT, dated as of June 30, 2010 (as it may be
amended, restated, supplemented or otherwise modified from time to time, this “Agreement”),
between Greektown
Superholdings, Inc., a Delaware corporation (the “Company”), and each Subsidiary of the Company party hereto
from time to time, whether as an original signatory hereto or as an Additional
Grantor (as hereinafter defined) (each of the Company and each such Subsidiary
(as hereinafter defined), a “Grantor” and, collectively, the “Grantors”), and Wilmington Trust FSB, as
collateral agent for the Secured Parties (as hereinafter defined) (in such
capacity, together with its successors and permitted assigns in such capacity,
the “Collateral
Agent”).


RECITALS:


          WHEREAS,
reference is made to that certain Indenture, dated as of the date hereof (as it
may be amended, restated, supplemented or otherwise modified from time to time,
the “Indenture”), by and among the Company, the Subsidiaries of
the Company party thereto and Wilmington Trust FSB, as trustee (in such
capacity, together with its successors and permitted assigns in such capacity,
the “Trustee”) and the Collateral Agent;  


          WHEREAS, the Company may from time to time
incur additional Indebtedness permitted to be secured on an equal and ratable
basis with the obligations under the Indenture, which additional Indebtedness
shall be incurred under a credit facility, indenture or similar debt facility
subject to the terms and conditions set forth in the First Lien Loan Documents
and the Second Lien Note Documents (each, an “Additional Parity Lien
Facility”), in each case in accordance with the Intercreditor Agreement
referred to below, the First Lien Loan Documents, the Indenture and the other
applicable Second Lien Documents; 


          WHEREAS, pursuant to the terms, conditions
and provisions of the Collateral Agency and Intercreditor Agreement, dated as
of the date hereof (as amended, restated, supplemented or otherwise modified
from time to time, the “Intercreditor Agreement”), among the Company, the Subsidiaries of the Company party
thereto, the Collateral Agent, the First Lien Collateral Agent, the Trustee
and the other Persons from time to time party thereto, the parties thereto have
agreed to, among other things, determine certain rights, obligations and
priorities in respect of the Collateral; and 


3






          WHEREAS, in order to secure the Grantors’
obligations under the Indenture and under any Additional Parity Lien Facility
that may be entered into from time to time in accordance with the terms of the
Intercreditor Agreement, the First Lien Loan Documents, the Indenture and the other
applicable Second Lien Documents, each Grantor intends to grant the Collateral
Agent, for the benefit of the Secured Parties, a Lien on the Collateral on the
terms and subject to the conditions contained herein;


          NOW,
THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, and for other good and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, each Grantor and the Collateral Agent agree as follows:


SECTION 1. DEFINITIONS; GRANT OF SECURITY. 


          1.1
General Definitions. In this Agreement, the following
terms shall have the following meanings:


          “Additional
Grantor” shall have
the meaning assigned in Section 7.3.


          “Additional
Parity Lien Facility”
shall have the meaning assigned to such term in the recitals.


          “Agreement” shall have the meaning set forth in
the preamble.


          “Assigned
Agreements” shall
mean all agreements, contracts and documents to which any Grantor is a party as
of the date hereof, or to which any Grantor becomes a party after the date
hereof, as each such agreement, contract and document may be amended, restated,
supplemented or otherwise modified from time to time in accordance with the
terms of the Second Lien Documents.


          “Capital
Stock” shall mean:
(a) in the case of a corporation, corporate stock; (b) in the case of an
association or business entity, any and all shares, interests, participations,
rights or other equivalents (however designated) of corporate stock; (c) in the
case of a partnership or limited liability company, partnership interests
(whether general or limited) or membership interests; and (d) any other
interest or participation that confers on a Person the right to receive a share
of the profits and losses of, or distributions of assets of, the issuing
Person, but excluding from all of the foregoing any debt securities convertible
into Capital Stock, whether or not such debt securities include any right of
participation with Capital Stock.


          “Cash
Proceeds” shall have
the meaning assigned in Section 9.7.


          “Collateral” shall have the meaning assigned in
Section 2.1.


          “Collateral
Account” shall mean
any account established by the Collateral Agent.


          “Collateral
Agent” shall have the
meaning set forth in the preamble.


          “Collateral
Records” shall mean
books, records, ledger cards, files, correspondence, customer lists, supplier
lists, blueprints, technical specifications, manuals, computer software and
related documentation, computer printouts, tapes, disks and other


4






electronic storage media and related data processing software and
similar items that at any time evidence or contain information relating to any
of the Collateral or are otherwise necessary or helpful in the collection
thereof or realization thereupon.


          “Collateral
Support” shall mean
all property (real or personal) assigned, hypothecated or otherwise securing
any Collateral and shall include any security agreement or other agreement
granting a lien or security interest in such real or personal property.


          “Company” shall have the meaning assigned to
such term in the preamble.


          “Control” shall mean: (1) with respect to
any Deposit Accounts, control within the meaning of Section 9-104 of the UCC,
(2) with respect to any Securities Accounts, Security Entitlements, Commodity
Contract or Commodity Account, control within the meaning of Section 9-106 of
the UCC, (3) with respect to any Uncertificated Securities, control within the
meaning of Section 8-106(c) of the UCC, (4) with respect to any Certificated
Security, control within the meaning of Section 8-106(a) or (b) of the UCC, (5)
with respect to any Electronic Chattel Paper, control within the meaning of
Section 9-105 of the UCC, (6) with respect to Letter of Credit Rights, control
within the meaning of Section 9-107 of the UCC and (7) with respect to any
“transferable record”(as that term is defined in Section 201 of the Federal
Electronic Signatures in Global and National Commerce Act or in Section 16 of
the Uniform Electronic Transactions Act as in effect in any relevant
jurisdiction), control within the meaning of Section 201 of the Federal
Electronic Signatures in Global and National Commerce Act or in Section 16 of
the Uniform Electronic Transactions Act as in effect in the jurisdiction
relevant to such transferable record.


          “Controlled
Foreign Corporation”
shall mean “controlled foreign corporation” as defined in the Internal Revenue Code.


          “Copyright
Licenses” shall mean
any and all agreements, licenses and covenants providing for the granting of
any right in or to any Copyright or otherwise providing for a covenant not to
sue for infringement or other violation of any Copyright (whether such Grantor
is licensee or licensor thereunder) including, without limitation, each
agreement required to be listed in Schedule 5.2(II) under the heading
“Copyright Licenses” (as such schedule may be amended or supplemented from time
to time).


          “Copyright Security Agreement” shall mean
each copyright security agreement executed and delivered by the applicable
Grantors in substantially the form of Exhibit G.


          “Copyrights” shall mean all
United States, and foreign copyrights (whether or not the underlying works of
authorship have been published), including but not limited to copyrights in
software and all rights in and to databases, all designs (including but not
limited to industrial designs, Protected Designs within the meaning of 17
U.S.C. 1301 et. Seq. and Community designs), and all Mask Works (as defined
under 17 U.S.C. 901 of the U.S. Copyright Act), whether registered or
unregistered, as well as all moral rights, reversionary interests, and
termination rights, and, with respect to any and all of the foregoing: (i) all
registrations and applications therefor including, without limitation, the
registrations and applications required to be listed in Schedule 5.2(II) under
the heading “Copyrights” (as such schedule may be amended or supplemented from
time to time), (ii) all extensions and renewals thereof, (iii) the right to sue
or otherwise recover for any past, present and future infringement or other
violation thereof, and (iv) all Proceeds of the foregoing, including, without
limitation, license fees, royalties, income,


5






payments, claims, damages and proceeds of suit now or hereafter due
and/or payable with respect thereto.


          “Equity Interests” shall mean Capital Stock
and all warrants, options or other rights to acquire Capital Stock (but
excluding any debt security that is convertible into, or exchangeable for,
Capital Stock).


          “Excluded Asset” shall mean any asset of any
Grantor excluded from the security interest hereunder by virtue of Section 2.2
hereof but only to the extent, and for so long as, so excluded thereunder.


          “Excluded Securities” shall mean any
“securities” of any of the Company’s “affiliates” (as the terms “securities”
and “affiliates” are used in Rule 3-16 of Regulation S-X under the Securities
Act) other than Greektown Holdings, L.L.C. (or its successor in interest as
holder of substantially all the equity interests in Greektown Casino, L.L.C.),
if such affiliate would be required to file financial statements with the
Securities and Exchange Commission pursuant to Rule 3-16 of Regulation S-X
under the Securities Act (or its successor) as if it were a registrant under
the Securities Act due to the fact that such affiliate’s capital stock secures
the Notes under the Indenture or any Additional Parity Lien Facility; provided,
however, that only such portion of such affiliate’s securities shall be
Excluded Securities as is necessary for such affiliate not to be subject to
such filing requirement.


          “Gaming
Authority” shall mean any
agency, authority, board, bureau, commission, department, office or
instrumentality of any nature whatsoever of the United States federal
government, any foreign government, any state, province or city or other
political subdivision or otherwise, whether now or hereafter in existence, or
any officer or official thereof, or any other agency, in each case, with
authority to regulate any gaming or racing operation (or proposed gaming or
racing operation) owned, managed or operated by the Company and its
Subsidiaries.


          “Gaming
Equipment” shall mean slot
machines, table games and other gaming equipment permitted to be installed
under applicable Gaming Laws governing the Gaming Facility in which such Gaming
Equipment will be installed, and any related signage, accessories, surveillance
and peripheral equipment directly ancillary thereto or directly used in
connection therewith.


          “Gaming
Facility” shall mean any
gaming or parimutuel wagering establishment and other property or assets
directly ancillary thereto or directly used in connection therewith, including
any building, restaurant, hotel, theater, parking facilities, retail shops,
land, and other recreation and entertainment facilities and equipment, owned or
operated by the Company or its Subsidiaries.


          “Gaming Laws” shall mean the provisions of any gaming or
racing laws or regulations of any jurisdiction or jurisdictions to which any of
the Company and its Subsidiaries is, or may at any time after the date hereof,
be subject.


          “Gaming
License” shall mean any
license, permit, franchise, finding of suitability, registration, filing,
order, declaration, qualification, approval, consent, certificate or other
authorization, in each case required under applicable Gaming Laws to own,
lease, operate or otherwise conduct gaming or racing activities of the Company
and its Subsidiaries.


6






          “Grantor” and “Grantors” shall have the respective
meanings assigned to such terms in the preamble. 


          “Immaterial
Subsidiary” shall
have the meaning assigned to such term in the Indenture.


          “Indenture” shall have the meaning assigned to
such term in the recitals.


          “Insurance” shall mean (i) all insurance
policies covering any or all of the Collateral (regardless of whether the
Collateral Agent is the loss payee thereof) and (ii) any key man life insurance
policies.


          “Intellectual
Property” shall mean,
the collective reference to all rights, priorities and privileges relating to intellectual
property, whether arising under the United States, multinational or foreign
laws or otherwise, including without limitation, Copyrights, Copyright
Licenses, Patents, Patent Licenses, Trademarks, Trademark Licenses, Trade
Secrets, and Trade Secret Licenses, and all rights to sue or otherwise recover
for any past, present and future infringement, dilution, misappropriation, or
other violation or impairment thereof, including the right to receive all
Proceeds therefrom, including without limitation license fees, royalties,
income, payments, claims, damages and proceeds of suit, now or hereafter due
and/or payable with respect thereto.


          “Intellectual Property Security Agreement”
shall mean each intellectual property security agreement executed and delivered
by the applicable Grantors, substantially in the form set forth in Exhibit E,
Exhibit F and Exhibit G, as applicable. 


          “Intercreditor
Agreement” shall have the
meaning assigned to such term in the recitals.


          “Internal Revenue
Code” shall mean the
Internal Revenue Code of 1986, as amended to the date hereof and from time to
time hereafter, and any successor statute.


          “Investment
Accounts” shall mean
the Collateral Account, Securities Accounts, Commodity Accounts and Deposit Accounts.


          “Investment
Related Property”
shall mean: (i) all “investment property” (as such term is defined in Article 9
of the UCC) and (ii) all of the following (regardless of whether classified as
investment property under the UCC): all Equity Interests, Pledged Debt, the
Investment Accounts and certificates of deposit.


          “Non-Assignable
Contract” shall mean
any agreement, contract or license to which any Grantor is a party that by its
terms purports to restrict or prevent the assignment or granting of a security
interest therein (either by its terms or by any federal or state statutory
prohibition or otherwise irrespective of whether such prohibition or
restriction is enforceable under Section 9-406 through 409 of the UCC).


          “Notes” shall mean the 13% senior secured
notes due 2015 in an aggregate principal amount of $385.0 million issued
pursuant to the Indenture, and any other senior secured notes issued from time
to time under the Indenture.


7






          “Patent
Licenses” shall mean
all agreements, licenses and covenants providing for the granting of any right
in or to any Patent or otherwise providing for a covenant not to sue for
infringement or other violation of any Patent (whether such Grantor is licensee
or licensor thereunder) including, without limitation, each agreement required
to be listed in Schedule 5.2(II) under the heading “Patent Licenses” (as such
schedule may be amended or supplemented from time to time).


          “Patent Security Agreement” shall mean each
patent security agreement executed and delivered by the applicable Grantors in
substantially the form of Exhibit F.


          “Patents”
shall mean all United States and foreign patents and certificates of invention,
or similar industrial property rights, and applications for any of the
foregoing, including, without limitation: (i) each patent and patent
application required to be listed in Schedule 5.2(II) under the heading
“Patents” (as such schedule may be amended or supplemented from time to time),
(ii) all reissues, divisions, continuations, continuations-in-part, extensions,
renewals, and reexaminations thereof, (iii) all patentable inventions and
improvements thereto, (iv) the right to sue or otherwise recover for any past,
present and future infringement or other violation thereof, and (v) all
Proceeds of the foregoing, including, without limitation, license fees,
royalties, income, payments, claims, damages, and proceeds of suit now or
hereafter due and/or payable with respect thereto.


          “Permitted
Liens” shall have the
meaning assigned to such term in the Indenture.


          “Permitted
Prior Liens” shall
have the meaning assigned to such term in the Indenture.


          “Pledge
Supplement” shall
mean any supplement to this Agreement in substantially the form of Exhibit A.


          “Pledged Debt” shall mean all indebtedness for
borrowed money owed to such Grantor, whether or not evidenced by any
Instrument, including, without limitation, all indebtedness described on Schedule
5.2(I) under the heading “Pledged Debt” (as such schedule may be amended or
supplemented from time to time), issued by the obligors named therein, the
instruments, if any, evidencing any of the foregoing, and all interest, cash,
instruments and other property or proceeds from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of the foregoing.


          “Receivables” shall mean all rights to payment,
whether or not earned by performance, for goods or other property sold, leased,
licensed, assigned or otherwise disposed of, or services rendered or to be
rendered, including, without limitation all such rights constituting or
evidenced by any Account, Chattel Paper, Instrument, General Intangible or Investment
Related Property, together with all of Grantor’s rights, if any, in any goods
or other property giving rise to such right to payment and all Collateral
Support and Supporting Obligations related thereto and all Receivables Records.


          “Receivables
Records” shall mean
(i) all original copies of all documents, instruments or other writings or
electronic records or other Records evidencing the Receivables, (ii) all books,
correspondence, credit or other files, Collateral Records, ledger sheets or
cards, invoices, and other papers relating to Receivables, including, without
limitation, all tapes, cards, computer tapes, computer discs, computer runs,
record keeping systems and other papers and


8






documents relating to the Receivables, whether in the possession or
under the control of Grantor or any computer bureau or agent from time to time
acting for Grantor or otherwise, (iii) all evidences of the filing of financing
statements and the registration of other instruments in connection therewith,
and amendments, supplements or other modifications thereto, notices to other
creditors, secured parties or agents thereof, and certificates,
acknowledgments, or other writings, including, without limitation, lien search
reports, from filing or other registration officers, (iv) all credit
information, reports and memoranda relating thereto and (v) all other written
or non-written forms of information related in any way to the foregoing or any
Receivable.


          “Secured
Obligations” shall
have the meaning assigned in Section 3.1.


          “Secured
Parties” shall mean the
“Second Lien Claimholders” as defined in the Intercreditor Agreement.


          “Securities” shall mean any stock, shares,
partnership interests, voting trust certificates, certificates of interest or
participation in any profit-sharing agreement or arrangement, options,
warrants, bonds, debentures, notes, or other evidences of indebtedness, secured
or unsecured, convertible, subordinated or otherwise, or in general any instruments
commonly known as “securities” or any certificates of interest, shares or
participations in temporary or interim certificates for the purchase or
acquisition of, or any right to subscribe to, purchase or acquire, any of the
foregoing.


          “Securities
Act” shall mean the
Securities Act of 1933, as amended from time to time, and any successor
statute.


          “Security
Documents” shall mean this
Agreement and all other “Second Lien Collateral Documents” as defined in the
Intercreditor Agreement.


          “Trademark
Licenses” shall mean
any and all agreements, licenses and covenants providing for the granting of
any right in or to any Trademark or otherwise providing for a covenant not to
sue for infringement dilution or other violation of any Trademark or permitting
co-existence with respect to a Trademark (whether such Grantor is licensee or
licensor thereunder) including, without limitation, each agreement required to
be listed in Schedule 5.2(II) under the heading “Trademark Licenses” (as such schedule
may be amended or supplemented from time to time).


          “Trademark Security Agreement” shall mean
each trademark security agreement executed and delivered by the applicable
Grantors in substantially the form of Exhibit E.


          “Trademarks” shall mean all United States, and
foreign trademarks, trade names, trade dress, corporate names, company names,
business names, fictitious business names, Internet domain names, service
marks, certification marks, collective marks, logos, other source or business
identifiers, designs and general intangibles of a like nature, whether or not
registered, and with respect to any and all of the foregoing: (i) all
registrations and applications therefor including, without limitation, the
registrations and applications required to be listed in Schedule 5.2(II) under
the heading “Trademarks”(as such schedule may be amended or supplemented from
time to time), (ii) all extensions or renewals of any of the foregoing, (iii)
all of the goodwill of the business connected with the use of and symbolized by
any of the foregoing, (iv) the right to sue or otherwise recover for any past,
present and future infringement, dilution or other violation of


9






any of the foregoing or for any injury to the related goodwill, and (v)
all Proceeds of the foregoing, including, without limitation, license fees,
royalties, income, payments, claims, damages, and proceeds of suit now or
hereafter due and/or payable with respect thereto.


          “Trade Secret
Licenses” shall mean
any and all agreements providing for the granting of any right in or to Trade
Secrets (whether such Grantor is licensee or licensor thereunder) including,
without limitation, each agreement required to be listed in Schedule 5.2(II)
under the heading “Trade Secret Licenses” (as such schedule may be amended or
supplemented from time to time). 


          “Trade
Secrets” shall mean
all trade secrets and all other confidential or proprietary information and
know-how whether or not the foregoing has been reduced to a writing or other
tangible form, including all documents and things embodying, incorporating, or
referring in any way to the foregoing, and with respect to any and all of the
foregoing: (i) the right to sue or otherwise recover for any past, present and
future misappropriation or other violation thereof and (ii) all Proceeds of the
foregoing, including, without limitation, license fees, royalties, income,
payments, claims, damages, and proceeds of suit now or hereafter due and/or
payable with respect thereto.


          “Trustee” shall have the meaning assigned to such
term in the recitals.


          “UCC” shall mean the Uniform Commercial
Code as in effect from time to time in the State of Michigan; provided,
however, that in the event that, by reason of mandatory provisions of law, any
or all of the perfection or priority of, or remedies with respect to, any
Collateral is governed by the Uniform Commercial Code as enacted and in effect
in a jurisdiction other than the State of Michigan, the term “UCC” shall mean
the Uniform Commercial Code as enacted and in effect in such other jurisdiction
solely for purposes of the provisions hereof relating to such perfection,
priority or remedies. 


          “United
States” shall mean
the United States of America.


          1.2
Definitions; Interpretation.


          (a) In this
Agreement, the following capitalized terms shall have the meaning given to them
in the UCC (and, if defined in more than one Article of the UCC, shall have the
meaning given in Article 9 thereof): Account, Account Debtor, As-Extracted
Collateral, Bank, Certificated Security, Chattel Paper, Consignee, Consignment,
Consignor, Commercial Tort Claims, Commodity Account, Commodity Contract,
Commodity Intermediary, Deposit Account, Document, Entitlement Order,
Equipment, Electronic Chattel Paper, Farm Products, Fixtures, General
Intangibles, Goods, Health-Care-Insurance Receivable, Instrument, Inventory,
Letter of Credit Right, Manufactured Home, Money, Payment Intangibles,
Proceeds, Record, Securities Account, Securities Intermediary, Security
Certificate, Security Entitlement, Supporting Obligations, Tangible Chattel
Paper and Uncertificated Security. 


          (b) All
other capitalized terms used herein (including the preamble and recitals
hereto) and not otherwise defined herein shall have the meanings ascribed
thereto in the Intercreditor Agreement. The incorporation by reference of terms
defined in the Intercreditor Agreement shall survive any termination of the
Intercreditor Agreement until this Agreement is terminated as provided in
Section 11 hereof. Any of the terms defined herein may, unless the context
otherwise requires, be used in the singular or the plural, depending on the
reference. References herein to any Section, Appendix, Schedule or Exhibit
shall be to a Section, an


10






Appendix, a Schedule or an Exhibit, as the case may be, hereof unless
otherwise specifically provided. The use herein of the word “include” or
“including”, when following any general statement, term or matter, shall not be
construed to limit such statement, term or matter to the specific items or
matters set forth immediately following such word or to similar items or
matters, whether or not non-limiting language (such as “without limitation” or
“but not limited to” or words of similar import) is used with reference
thereto, but rather shall be deemed to refer to all other items or matters that
fall within the broadest possible scope of such general statement, term or
matter. The terms lease and license shall include sub-lease and sub-license, as
applicable. All references herein to provisions of the UCC shall include all
successor provisions under any subsequent version or amendment to any Article
of the UCC. 


SECTION
2. GRANT OF SECURITY. 


          2.1
Grant of Security. 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 all personal property of such Grantor including, but not limited
to the following, in each case whether now or hereafter existing or in which
any Grantor now has or hereafter acquires an interest and wherever the same may
be located (all of which being hereinafter collectively referred to as the “Collateral”): 


	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Accounts;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Chattel
 Paper;

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Documents;

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 General
 Intangibles (including, without limitation, Assigned Agreements and Payment
 Intangibles);

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 Goods
 (including, without limitation, Inventory, Equipment and Fixtures);

 
	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 Instruments;

 
	
  

 	
  

 	
  

 
	
  

 	
 (g)

 	
 Insurance;

 
	
  

 	
  

 	
  

 
	
  

 	
 (h)

 	
 Intellectual
 Property;

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 Investment
 Related Property (including, without limitation, Deposit Accounts);

 
	
  

 	
  

 	
  

 
	
  

 	
 (j)

 	
 Letter of
 Credit Rights;

 
	
  

 	
  

 	
  

 
	
  

 	
 (k)

 	
 Money;

 
	
  

 	
  

 	
  

 
	
  

 	
 (l)

 	
 Receivables
 and Receivable Records;

 
	
  

 	
  

 	
  

 
	
  

 	
 (m)

 	
 Commercial
 Tort Claims now or hereafter described on Schedule 5.2; 

 


11






	
  

 	
  

 	
  

 
	
           (n)          to the
 extent not otherwise included above, all other personal property of any kind
 and all Collateral Records, Collateral Support and Supporting Obligations
 relating to any of the foregoing; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (o)

 	
 to the
 extent not otherwise included above, all Proceeds, products, accessions,
 rents and profits of or in respect of any of the foregoing.

 


          2.2
Certain Limited Exclusions. Notwithstanding anything
herein to the contrary, in no event shall the Collateral include or the
security interest granted under Section 2.1 hereof attach to: 


          (a) any
property or asset of a Grantor, including any Gaming License and any Gaming
Equipment, if and to the extent that a security interest in such property or
asset in favor of the Collateral Agent (i) is prohibited by applicable law,
rule or regulation or (ii) requires the consent of any Governmental Authority or
Gaming Authority not obtained pursuant to applicable law, rule or regulation
(in the case of the foregoing clauses (i) and (ii), unless such law, rule or
regulation would be rendered ineffective with respect to the creation of the
security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409
of the UCC (or any successor provision or provisions) of any relevant
jurisdiction or any other applicable law (including the Bankruptcy Law) or
principles of equity); provided that, in the event that any such law,
rule or regulation is amended, modified or interpreted by the relevant
Governmental Authority or Gaming Authority to permit (or is replaced with
another law, rule or regulation, or another law, rule or regulation is adopted,
which would permit) a security interest in such property or asset to be granted
in favor of the Collateral Agent or such consent of the applicable Governmental
Authority or Gaming Authority is obtained, then the Collateral shall
immediately include (and such security interest shall immediately attach) to
any such property or asset; provided, further, that the exclusions referred to in
clause (a) of this Section 2.2 shall not include any Proceeds of any such
property or asset;


          (b) any
lease, license, contract or agreement to which any Grantor is a party, and any
of its rights or interest thereunder, if and to the extent that a security
interest in such lease, license, contract or agreement is prohibited by or in
violation of (i) any law, rule or regulation applicable to such Grantor, or
(ii) a term, provision or condition of any such lease, license, contract or
agreement (unless such law, rule, regulation, term, provision or condition
would be rendered ineffective with respect to the creation of the security
interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC
(or any successor provision or provisions) of any relevant jurisdiction or any
other applicable law (including the Bankruptcy Law) or principles of equity);
provided however that the Collateral shall include (and such security interest
shall attach) immediately at such time as the contractual or legal prohibition
shall no longer be applicable and to the extent severable, shall attach
immediately to any portion of such lease, license, contract or agreement not
subject to the prohibitions specified in (i) or (ii) above; provided further
that the exclusions referred to in clause (b) of this Section 2.2 shall
not include any Proceeds of any such lease, license, contract or agreement; 


          (c) in any
of the outstanding capital stock of a Controlled Foreign Corporation in excess of 66% of the voting power of all
classes of capital stock of such Controlled Foreign Corporation entitled
to vote; provided that immediately upon the amendment of the Internal Revenue
Code to allow the pledge of a greater percentage of the voting power of capital
stock in a Controlled Foreign Corporation without adverse tax consequences, the
Collateral shall include, and the security interest granted by each Grantor
shall attach to, such greater percentage of capital stock of each Controlled
Foreign Corporation; 


12






          (d) any
“intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Lanham Act,
15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant
to Section 1(d) of the Lanham Act or an “Amendment to Allege Use” pursuant to
Section 1(c) of the Lanham Act with respect thereto, solely to the extent, if
any, that, and solely during the period, if any, in which, the grant of a
security interest therein would impair the Grantor’s ownership of, or the
validity or enforceability of any
registration that issues from such intent-to-use application under
applicable federal law; 


          (e) equity interests
in any joint venture with a third party that is not an Affiliate, to the extent
a pledge of such equity interests is prohibited by the governing documents of
such joint venture; or


          (f) any
Excluded Securities.


          2.3
Intercreditor Agreement.
It is hereby expressly understood that any covenant of any Grantor contained
herein to (a) deliver Collateral to the Collateral Agent, (b) comply with any
instruction of the Collateral Agent with respect to the Collateral or (c) take
steps to better the quality of perfection of the Collateral Agent in the
Collateral shall be expressly subject to the terms of the Intercreditor
Agreement at any time prior to the Discharge of First Lien Obligations, and it
is further understood that the failure of any Grantor to comply with the terms
and conditions hereof shall not cause any Parity Lien Debt Default if such
compliance would have been inconsistent with the Intercreditor Agreement. 


SECTION
3. SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE.


          3.1
Security for Obligations. This Agreement secures, and
the Collateral is collateral security for, the prompt and complete payment or
performance in full when due, whether at stated maturity, by required
prepayment, declaration, acceleration, repurchase, redemption, demand or
otherwise (including the payment of amounts that would become due but for the
operation of the automatic stay under Section 362(a) of the Bankruptcy
Code, 11 U.S.C. §362(a) (and any successor provision thereof)), of all Second
Lien Obligations (the “Secured
Obligations”). 


          3.2
Continuing Liability Under Collateral. Notwithstanding
anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under the
Collateral and nothing contained herein is intended or shall be a delegation of
duties to the Collateral Agent or any other Secured Party, (ii) each Grantor
shall remain liable under each of the agreements included in the Collateral,
including, without limitation, the Assigned Agreements and any agreements
relating to partnership interests or membership interests, to perform all of
the obligations undertaken by it thereunder all in accordance with and pursuant
to the terms and provisions thereof and neither the Collateral Agent nor any Secured
Party shall have any obligation or liability under any of such agreements by
reason of or arising out of this Agreement or any other document related
thereto nor shall the Collateral Agent nor any Secured Party have any
obligation to make any inquiry as to the nature or sufficiency of any payment
received by it or have any obligation to take any action to collect or enforce
any rights under any agreement included in the Collateral, including, without
limitation, the Assigned Agreements and any agreements relating to partnership
interests or membership interests, and (iii) the exercise by the Collateral
Agent of any of its rights hereunder shall not release any Grantor from any of
its duties or obligations under the contracts and agreements included in the
Collateral.


SECTION
4. CERTAIN PERFECTION REQUIREMENTS


13






          4.1
Delivery Requirements.


          (a)
With respect to any Certificated Securities (other than Excluded Securities)
included in the Collateral, each Grantor shall deliver to the Collateral Agent
or the First Lien Collateral Agent, as applicable, in accordance with the
Intercreditor Agreement, the Security Certificate(s) evidencing such
Certificated Securities duly indorsed by an effective indorsement (within the
meaning of Section 8-107 of the UCC), or accompanied by share transfer powers
or other instruments of transfer duly endorsed by such an effective
endorsement, in each case, to the Collateral Agent or the First Lien Collateral
Agent, as applicable, in accordance with the Intercreditor Agreement, or in
blank. In addition, each Grantor shall cause any certificates evidencing
any Equity Interests (other than Excluded Securities), including, without
limitation, any partnership interests or membership interests, to be similarly
delivered to the Collateral Agent regardless of whether such Equity Interests
constitute Certificated Securities.


          (b)
With respect to any Instruments or Tangible Chattel Paper included in the
Collateral, each Grantor shall deliver to the Collateral Agent or the First
Lien Collateral Agent, as applicable, in accordance with the Intercreditor
Agreement, all such Instruments or Tangible Chattel Paper to the Collateral
Agent duly indorsed in blank; provided, however, that such delivery
requirement shall not apply to any Instruments or Tangible Chattel Paper having
a face amount of less than $100,000 individually or $500,000 in the aggregate.


          4.2
Control Requirements. 


          (a) With
respect to any Deposit Accounts, Securities Accounts, Security Entitlements,
Commodity Accounts and Commodity Contracts included in the Collateral, each
Grantor shall ensure that the Collateral Agent has Control thereof; provided,
however, that such Control requirement shall not apply to any Deposit Accounts,
Securities Accounts, Security Entitlements, Commodity Accounts and Commodity
Contracts with a value of less than, or having funds or other assets credited
thereto with a value of less than, $100,000 individually or $500,000 in the
aggregate. With respect to any Securities Accounts or Securities Entitlements,
such Control shall be accomplished by the applicable Grantor(s) causing the
Securities Intermediary maintaining such Securities Account or Security
Entitlement to enter into an agreement substantially in the form of Exhibit C
hereto pursuant to which the Securities Intermediary shall agree to comply with
the Collateral Agent’s Entitlement Orders (subject to the terms of the
Intercreditor Agreement), without further consent by such Grantor(s). With
respect to any Deposit Account, each Grantor shall cause the depositary
institution maintaining such account to enter into an agreement substantially
in the form of Exhibit D hereto, pursuant to which the Bank shall agree to
comply with the Collateral Agent’s instructions (subject to the terms of the
Intercreditor Agreement) with respect to disposition of funds in the Deposit
Account without further consent by such Grantor. With respect to any Commodity
Accounts or Commodity Contracts each Grantor shall cause Control in favor of
the Collateral Agent (subject to the terms of the Intercreditor Agreement). 


          (b) With
respect to any Uncertificated Security included in the Collateral (other than
any Uncertificated Securities credited to a Securities Account), each Grantor
shall cause the issuer of such Uncertificated Security to either (i) register
the Collateral Agent or the First Lien Collateral Agent, as applicable, in
accordance with the Intercreditor Agreement, as the registered owner thereof on
the books and records of the issuer or (ii) execute an agreement substantially
in the form of Exhibit B hereto, pursuant to which such issuer agrees to comply
with the Collateral Agent’s instructions (subject to the terms of the
Intercreditor Agreement) with respect to such Uncertificated Security without
further consent by such Grantor; provided that the


14






Collateral Agent shall not issue any instructions except during the
continuance of an Event of Default. 


          (c) With
respect to any material Letter of Credit Rights included in the Collateral
(other than any Letter of Credit Rights constituting a Supporting Obligation
for a Receivable in which the Collateral Agent has a valid and perfected
security interest), each Grantor shall ensure that Collateral Agent has Control
thereof (subject to the terms of the Intercreditor Agreement) by obtaining the
written consent of each issuer of each related letter of credit to the
assignment of the proceeds of such letter of credit to the Collateral Agent
(subject to the terms of the Intercreditor Agreement).


          (d) With
respect to any Electronic Chattel Paper or “transferable record”(as that term
is defined in Section 201 of the Federal Electronic Signatures in Global and
National Commerce Act or in Section 16 of the Uniform Electronic Transactions
Act as in effect in any relevant jurisdiction) included in the Collateral, each
Grantor shall ensure that the Collateral Agent has Control thereof; provided,
however, that such Control requirement shall not apply to any Electronic
Chattel Paper or transferable record having a face amount of less than $100,000
individually or $500,000 in the aggregate (subject to the terms of the
Intercreditor Agreement).


          (e)
Notwithstanding the foregoing, the Collateral Agent shall not give any
instructions directing the disposition of funds or securities from time to time
credited to any Deposit Accounts or Securities Accounts or withhold any rights
from such Grantor with respect to funds from time to time credited to any
Deposit Account or any securities held in any Securities Accounts unless,
subject to and in accordance with the terms of the Intercreditor Agreement, an
Event of Default or an event of default under any Additional Parity Lien Facility
has occurred and is continuing. 


          4.3
Intellectual Property Recording Requirements. 


          (a) In the
case of any Collateral (whether now owned or hereafter acquired) consisting of
issued U.S. Patents and applications therefor, each Grantor shall execute and
deliver to the Collateral Agent a Patent Security Agreement (or a supplement
thereto) covering all such Patents in appropriate form for recordation with the
U.S. Patent and Trademark Office with respect to the security interest of the Collateral
Agent.


          (b) In the
case of any Collateral (whether now owned or hereafter acquired) consisting of
registered U.S. Trademarks and applications therefor, each Grantor shall
execute and deliver to the Collateral Agent a Trademark Security Agreement (or
a supplement thereto) covering all such Trademarks in appropriate form for
recordation with the U.S. Patent and Trademark Office with respect to the
security interest of the Collateral Agent.


          (c) In the
case of any Collateral (whether now owned or hereafter acquired) consisting of registered U.S. Copyrights and exclusive
Copyright Licenses in respect of registered U.S. Copyrights for which any
Grantor is the licensee, each Grantor execute and deliver to the Collateral
Agent a Copyright Security Agreement (or a supplement thereto) covering all
such Copyrights and Copyright Licenses in appropriate form for recordation with
the U.S. Copyright Office with respect to the security interest of the
Collateral Agent.


15






          4.4
Other Actions.


          (a) If any issuer
of any Equity Interest (other than Excluded Securities) is organized under a
jurisdiction outside of the United States, each Grantor shall take such
additional actions, including, without limitation, causing the issuer to
register the pledge on its books and records or making such filings or
recordings, in each case as may be necessary, under the laws of such issuer’s
jurisdiction to insure the validity, perfection and priority of the security
interest of the Collateral Agent. 


          (b) With
respect to any partnership interests and membership interests included in the
Collateral, if the Grantors own less than 100% of the equity interests in any
issuer of such partnership interests or membership interests, Grantors shall
use their commercially reasonable efforts to obtain the consent of each other
holder of partnership interest or limited liability company interests in such
issuer to the security interest of the Collateral Agent hereunder and following
a Parity Lien Debt Default, subject to the terms of the Intercreditor
Agreement, the transfer of such partnership interests and membership interests
to the Collateral Agent or its designee, and to the substitution of the
Collateral Agent or its designee as a partner or member with all the rights and
powers related thereto. Each Grantor consents to the grant by each other
Grantor of a Lien in all Investment Related Property to the Collateral Agent
and without limiting the generality of the foregoing consents to the transfer
of any partnership interest and any membership interest to the Collateral Agent
or its designee following a Parity Lien Debt Default, subject to the terms of
the Intercreditor Agreement, and to the substitution of the Collateral Agent or
its designee as a partner in any partnership or as a member in any limited
liability company with all the rights and powers related thereto.


          4.5
Timing and Notice. With respect to any Collateral in
existence on the date hereof, each Grantor shall comply with the requirements
of Section 4 on the date hereof and, with respect to any Collateral hereafter
owned or acquired, such Grantor shall comply with such requirements within
fifteen (15) days of such Grantor acquiring rights therein. Each Grantor shall
promptly inform the Collateral Agent of its acquisition of any Collateral for
which any action is required by Section 4 hereof (including, for the avoidance
of doubt, the filing of any applications for, or the issuance or registration
of, any Patents, Copyrights or Trademarks). Notwithstanding the foregoing, each
Grantor shall have 30 (thirty) days from the date hereof to provide the
Collateral Agent with Control over any Investment Accounts. 


SECTION
5. REPRESENTATIONS AND WARRANTIES. 


Each Grantor hereby represents and warrants,
on the date hereof, that:


          5.1
Grantor Information & Status. 


          (a)
Schedule 5.1(A) & (B) (as such schedule may be amended or supplemented from
time to time) sets forth under the appropriate headings: (1) the full legal
name of such Grantor, (2) all trade names or other names under which such
Grantor currently conducts business, (3) the type of organization of such
Grantor, (4) the jurisdiction of organization of such Grantor, (5) its
organizational identification number, if any, and (6) the jurisdiction where
the chief executive office or its sole place of business (or the principal
residence if such Grantor is a natural person) is located. 


          (b) except
as provided on Schedule 5.1(C), such Grantor has not changed its name,
jurisdiction of organization, chief executive office or sole place of business
(or principal residence if such Grantor is a natural person) or its corporate
structure in any way (e.g., by


16






merger, consolidation, change in corporate form or otherwise) and has
not done business under any other name, in each case, within the past five (5)
years;


          (c) it has
not within the last five (5) years become bound (whether as a result of merger
or otherwise) as debtor under a security agreement entered into by another
Person, which has not heretofore been terminated other than the agreements
identified on Schedule 5.1(D) hereof (as such schedule may be amended or
supplemented from time to time);


          (d) it has
been duly organized and is validly existing as an entity of the type as set
forth opposite such Grantor’s name on Schedule 5.1(A) solely under the laws of
the jurisdiction as set forth opposite such Grantor’s name on Schedule 5.1(A)
and remains duly existing as such. Such Grantor has not filed any certificates
of dissolution or liquidation, any certificates of domestication, transfer or
continuance in any other jurisdiction; and


          (e) it is
not a “transmitting utility” (as defined in Section 9-102(a)(80) of the UCC).


          5.2
Collateral Identification, Special Collateral. 


          (a)
Schedule 5.2 (as such schedule may be amended or supplemented from time to
time) sets forth under the appropriate headings all of such Grantor’s: (1)
Equity Interests, (2) Pledged Debt, (3) Securities Accounts, (4) Deposit
Accounts, (5) Commodity Contracts and Commodity Accounts, (6) United States and
foreign registrations and issuances of and applications for Patents,
Trademarks, and Copyrights owned by each Grantor, (7) Patent Licenses,
Trademark Licenses, Trade Secret Licenses and Copyright Licenses constituting
Intellectual Property material to such Grantor (other than licenses of
commercially available software available on nondiscriminatory terms), (8)
Commercial Tort Claims, (9) Letter of Credit Rights for letters of credit, (10)
the name and address of any warehouseman, bailee or other third party in
possession of any Inventory, Equipment and other tangible personal property,
and (11) Assigned Agreements;


          (b) none of
the Collateral constitutes, or is the Proceeds of, (1) Farm Products, (2)
As-Extracted Collateral, (3) Manufactured Homes, (4) Health-Care-Insurance
Receivables; (5) timber to be cut, or (6) aircraft, aircraft engines,
satellites, ships or railroad rolling stock. No material portion of the
Collateral consists of motor vehicles or other Goods subject to a certificate
of title statute of any jurisdiction; 


          (c) all
information supplied by any Grantor with respect to any of the Collateral (in
each case taken as a whole with respect to any particular Collateral) is
accurate and complete in all material respects;


          (d) not
more than 10% of the value of all personal property included in the Collateral
is located in any country other than the United States; and 


          (e)
no Excluded Asset is material to the business of such Grantor other than Gaming
Licenses.


          5.3
Ownership of Collateral and Absence of Other Liens. 


          (a) it owns
the Collateral purported to be owned by it or otherwise has the rights it
purports to have in each item of Collateral and, as to all Collateral whether
now existing


17






or hereafter acquired, developed or created (including by way of lease
or license), will continue to own or have such rights in each item of the
Collateral (except as otherwise permitted by the Indenture), in each case free
and clear of any and all Liens, rights or claims of all other Persons,
including, without limitation, liens arising as a result of such Grantor
becoming bound (as a result of merger or otherwise) as debtor under a security
agreement entered into by another Person other than any Permitted Liens; and 


          (b) other
than any financing statements filed in favor of the Collateral Agent, no
effective financing statement, fixture filing or other instrument similar in
effect under any applicable law covering all or any part of the Collateral is
on file in any filing or recording office except for (x) financing statements
for which duly authorized proper termination statements have been delivered to
the Collateral Agent for filing and (y) financing statements filed in
connection with Permitted Prior Liens. Other than the Collateral Agent, the
First Lien Collateral Agent and any automatic control in favor of a Bank,
Securities Intermediary or Commodity Intermediary maintaining a Deposit
Account, Securities Account or Commodity Contract, no Person is in Control of
any Collateral.


          5.4
Status of Security Interest. 


          (a) upon
the filing of financing statements naming each Grantor as “debtor” and the
Collateral Agent as “secured party” and describing the Collateral in the filing
offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such
schedule may be amended or supplemented from time to time), the security
interest of the Collateral Agent in all Collateral that can be perfected by the
filing of a financing statement under the Uniform Commercial Code as in effect
in the applicable jurisdiction will constitute a valid, perfected, first
priority lien subject to any Permitted Liens with respect to Collateral.
Subject to the terms of the Intercreditor Agreement, each agreement purporting
to give the Collateral Agent Control over any Collateral is effective to
establish the Collateral Agent’s Control of the Collateral subject thereto; 


          (b) to the
extent perfection or priority of the security interest therein is not subject
to Article 9 of the UCC, upon recordation of the security interests granted
hereunder in Patents, Trademarks, Copyrights and exclusive Copyright Licenses
in the applicable intellectual property registries, including but not limited
to the United States Patent and Trademark Office and the United States
Copyright Office, the security interests granted to the Collateral Agent
hereunder shall constitute valid, perfected, first priority Liens (subject, in
the case of priority only, to Permitted Prior Liens);


          (c) no
authorization, consent, approval or other action by (other than any
authorization, consent, approval, action which has been received or taken), and
no notice to or filing with, any Governmental Authority, Gaming Authority,
regulatory body or any other Person, (other than any notice which has been
given) is required for (i) the pledge or grant by any Grantor of the Liens
purported to be created in favor of the Collateral Agent hereunder or (ii) the
exercise by Collateral Agent of any rights or remedies in respect of any
Collateral (whether specifically granted or created hereunder or created or
provided for by applicable law), except (A) for the filings contemplated by
clause (a) above and (B) as may be required, in connection with the disposition
of any Investment Related Property, by laws generally affecting the offering
and sale of Securities, and (C) as may be required by any Gaming Authority; and


          (d) each
Grantor is in compliance with its obligations under Section 4 hereof.


18







          5.5
Goods & Receivables.


               (a)
each Receivable
(i) is and will be the legal, valid and binding obligation of the Account
Debtor in respect thereof, representing an unsatisfied obligation of such
Account Debtor, (ii) is and will be enforceable in accordance with its terms,
(iii) is not and will not be subject to any credits, rights of recoupment,
setoffs, defenses, taxes, counterclaims (except with respect to refunds,
returns and allowances in the ordinary course of business with respect to
damaged merchandise) and (iv) is and will be in compliance with all applicable
laws, whether federal, state, local or foreign; 


               (b)
none of the
Account Debtors in respect of any Receivable is the government of the United States,
any agency or instrumentality thereof, any state or municipality or any foreign
sovereign. No Receivable in excess of
$100,000 individually or $500,000 in the aggregate requires the consent of the
Account Debtor in respect thereof in connection with the security interest
hereunder, except any consent which has been obtained; 


               (c)
no Goods now or
hereafter produced by any Grantor and included in the Collateral have been or
will be produced in violation of the requirements of the Fair Labor Standards
Act, as amended, or the rules and regulations promulgated thereunder; and 


               (d)
other than any
Inventory or Equipment in transit, all of the Equipment and Inventory included
in the Collateral is located only at the locations specified in Schedule 5.5
(as such schedule may be amended or supplemented from time to time). 


          5.6
Equity Interests, Investment Related Property.


                (a)
it is the record
and beneficial owner of the Equity Interests free of all Liens, rights or
claims of other Persons and there are no outstanding warrants, options or other
rights to purchase, or shareholder, voting trust or similar agreements
outstanding with respect to, or property that is convertible into, or that
requires the issuance or sale of, any Equity Interests; 


                (b)
no consent of any
Person including any other general or limited partner, any other member of a
limited liability company, any other shareholder or any other trust beneficiary
is necessary in connection with the creation, perfection or first priority
status of the security interest of the Collateral Agent in any Equity Interests
or the exercise by the Collateral Agent of the voting or other rights provided
for in this Agreement or the exercise of remedies in respect thereof except
such as have been obtained and as may be required by any Gaming Authority; 


                (c)
all of the
membership interests and partnership interests are or represent interests that
by their terms provide that they are securities governed by the uniform
commercial code of an applicable jurisdiction; 


                (d)
Grantor has caused
each partnership or limited liability company included in the Equity Interests
to amend their partnership agreement or limited liability company agreement to
include the following provision:
“Notwithstanding any other provision of this agreement, in the event
that a Parity Lien Debt Default shall have occurred under that certain
Collateral Agency and Intercreditor Agreement (as such Collateral Agency and
Intercreditor Agreement may be amended, modified, supplemented or restated from
time to time) dated as of June 30, 2010 among Greektown Superholdings, Inc.,
the other grantors party thereto, Comerica Bank, as First Lien Collateral Agent,
Comerica Bank, as First Lien Administrative Agent, 


19






Wilmington Trust FSB, as
Second Lien Trustee, and Wilmington Trust FSB, as Second Lien Collateral Agent
(together with its permitted successors and assigns, the “Second Lien
Collateral Agent”), and, subject to the terms of such Collateral Agency and
Intercreditor Agreement, the Second Lien Collateral Agent shall exercise any of
its rights and remedies with respect to equity interests in the company, then
each [member][partner] hereby irrevocably consents to the transfer of any
equity interest and all related management and other rights in the company to
the Second Lien Collateral Agent or any designee of the Second Lien Collateral
Agent. The Second Lien Collateral Agent
is a third party beneficiary of this provision and this provision cannot be
amended or repealed without the consent of the Second Lien Collateral Agent
until the Second Lien Obligations (as defined in such Collateral Agency and
Intercreditor Agreement) have been discharged in full.” 


          5.7
Intellectual Property. 


                (a)
(i) it is the sole
and exclusive owner of the entire right, title, and interest in and to all
Intellectual Property listed on Schedule 5.2(II) and designated as owned by
such Grantor (as such schedule may be amended or supplemented from time to
time), (ii) it owns or has the valid right to use and, to the extent such
Grantor does so, sublicense others to use, all other Intellectual Property used
in the conduct of its business, free and clear of all Liens, claims and
licenses, except for, in the case of priority only, Permitted Liens and the
licenses of Intellectual Property set forth on Schedule 5.2(II) (as such
schedule may be amended or supplemented from time to time);


                (b)
(i) all
applications and registrations of Intellectual Property owned by such Grantor
are subsisting and none has been adjudged invalid or unenforceable, in whole or
in part, nor, in the case of Patents owned by such Grantor, is such
Intellectual Property the subject of a reexamination proceeding, and (ii) such
Grantor has performed all acts and has paid all renewal, maintenance, and other
fees and taxes required to maintain each and every registration and application
of Copyrights, Patents and Trademarks owned by such Grantor in full force and
effect subject to the natural expiration of rights under any such Intellectual
Property; 


                (c)
no holding,
decision, ruling, or judgment has been rendered in any action or proceeding
before any court or administrative authority challenging the validity,
enforceability, or scope of, or such Grantor’s right to register, own or use,
any Intellectual Property of such Grantor, and no such action or proceeding is
pending or, to the best of such Grantor’s knowledge, threatened; 


                (d)
all registrations,
issuances and applications for Copyrights, Patents and Trademarks of such
Grantor are standing in the name of such Grantor, and none of the Trademarks,
Patents, Copyrights or Trade Secrets owned by such Grantor has been licensed by
such Grantor to any Affiliate or third party, except as disclosed in Schedule
5.2(II) (as such schedule may be amended or supplemented from time to time),
and all exclusive Copyright Licenses in respect of registered Copyrights have
been properly recorded in the U.S. Copyright Office; 


                (e)
such Grantor has
not made a previous assignment, sale, transfer, exclusive license, or similar
arrangement constituting a present or future assignment, sale, transfer, exclusive
license or similar arrangement of any Intellectual Property owned by such
Grantor that has not been terminated or released; 


20






                (f)
such Grantor has
taken commercially reasonable steps to protect the confidentiality of its Trade
Secrets; 


                (g)
such Grantor
controls the nature and quality in accordance with industry standards of
products sold and services rendered under or in connection with all Trademarks
owned by such Grantor, in each case consistent with industry standards, and has
taken all commercially reasonable action to ensure that all licensees of the
Trademarks owned by such Grantor comply with such Grantor’s standards of
quality; 


                (h)
to such Grantor’s
knowledge, the conduct of such Grantor’s business does not infringe,
misappropriate, dilute or otherwise violate any Intellectual Property right of
any other Person. No written claim has
been received by such Grantor alleging the use of any Intellectual Property
owned or used by such Grantor (or any of its respective licensees) infringes,
misappropriates, dilutes or otherwise violates the Intellectual Property rights
of any other Person, and no written demand that such Grantor enter into a
license or co-existence agreement has been made but not resolved; 


                (i)
to such Grantor’s
knowledge, no Person is infringing, misappropriating, diluting or otherwise
violating any rights in any Intellectual Property owned by such Grantor; and 


                (j)
no settlement or consents,
covenants not to sue, co-existence agreements, non-assertion assurances, or
releases have been entered into by such Grantor or bind such Grantor in a
manner that could adversely affect such Grantor’s rights to own, license or use
any Intellectual Property. 


          
5.8 Contracts.


               No
contract with respect to which any Grantor makes payments of greater than
$[1,000,000] in any fiscal year of such Grantor (such contract a “Material
Contract”) prohibits assignment or requires consent of or notice to any Person
in connection with the assignment to the Collateral Agent hereunder, except
such as has been given or made. 


SECTION 6. COVENANTS AND AGREEMENTS. 


Each Grantor hereby covenants and agrees that: 

          6.1 Grantor
Information & Status.


               (a)
Without limiting
any prohibitions or restrictions on mergers or other transactions set forth in
the Indenture and other Second Lien Documents, it shall not change such
Grantor’s name, identity, corporate structure (e.g. by merger, consolidation,
change in corporate form or otherwise), sole place of business (or principal
residence if such Grantor is a natural person), chief executive office, type of
organization or jurisdiction of organization or establish any trade names unless
it shall have (a) notified the Collateral Agent in writing at least thirty (30)
days prior to any such change or establishment, identifying such new proposed
name, identity, corporate structure, sole place of business (or principal
residence if such Grantor is a natural person), chief executive office,
jurisdiction of organization or trade name and providing such other information
in connection therewith as the Collateral Agent may reasonably request and (b)
taken all actions necessary or advisable to maintain the continuous validity,
perfection and the same or better priority of the Collateral Agent’s security
interest in the Collateral granted or intended to be granted and agreed to
hereby, which shall include, without limitation, executing 


21






and delivering to the
Collateral Agent a completed Pledge Supplement together with all Supplements to
Schedules thereto confirming the grant of the security interest hereunder. 


          6.2
Collateral Identification; Special Collateral.


               (a)
in the event that
it hereafter acquires any Collateral of a type described in Section 5.2(b)
hereof, such Grantor shall promptly notify there Collateral Agent thereof in
writing and take such actions and execute such documents and make such filings all
at such Grantor’s expense as the Collateral Agent may reasonably request in
order to ensure that the Collateral Agent has a valid, perfected, first
priority security interest in such Collateral subject to any Permitted Liens. 


               (b)
in the event that
it hereafter acquires or has any Commercial Tort Claim in excess of $100,000
individually or $500,000 in the aggregate it shall deliver to the Collateral
Agent a completed Pledge Supplement together with all Supplements to Schedules
thereto, identifying such new Commercial Tort Claims. 


          6.3
Ownership of Collateral and Absence of Other Liens.


               (a)
except for the
security interest created by this Agreement, such Grantor shall not create or
suffer to exist any Lien upon or with respect to any of the Collateral, other
than Permitted Liens, and such Grantor shall use commercially reasonable
efforts to defend the Collateral against all Persons at any time claiming any
interest therein; 


               (b)
upon such Grantor
or any officer of such Grantor obtaining knowledge thereof, it shall promptly
notify the Collateral Agent in writing of any event that may have a material
adverse effect on the value of the Collateral or any material portion thereof,
the ability of any Grantor or the Collateral Agent to dispose of the Collateral
or any material portion thereof, or the rights and remedies of the Collateral
Agent in relation thereto, including, without limitation, the levy of any legal
process against the Collateral or any portion thereof; and 


               (c)
it shall not sell,
transfer or assign (by operation of law or otherwise) or exclusively license to
another Person any Collateral except as otherwise permitted by the Indenture
and other Second Lien Documents. 


          6.4
Status of Security Interest.


               (a)
Subject to the
limitations set forth in subsection (b) of this Section 6.4, each Grantor shall
maintain the security interest of the Collateral Agent hereunder in all
Collateral as valid, perfected, first priority Liens (subject to Permitted
Liens). 


               (b)
Notwithstanding
the foregoing, no Grantor shall be required to take any action to perfect any
Collateral that can only be perfected by (i) Control or (ii) foreign filings
with respect to Intellectual Property or (iii) filings with registrars of motor
vehicles or similar governmental authorities with respect to goods covered by a
certificate of title, in each case except as and to the extent specified in
Section 4 hereof. 


          6.5 Goods & Receivables.


               (a)
it shall not
deliver any Document evidencing any Equipment and Inventory to any Person other
than the issuer of such Document to claim the Goods evidenced 


22






therefor and the Collateral
Agent or the First Lien Collateral Agent, as applicable, in accordance with the
Intercreditor Agreement; 


               (b)
if any Equipment
or Inventory in excess of $100,000 individually or $500,000 in the aggregate is
in possession or control of any warehouseman, bailee or other third party
(other than a Consignee under a Consignment for which such Grantor is the
Consignor, or the First Lien Collateral Agent, subject to the terms of the
Intercreditor Agreement, such Grantor shall join with the Collateral Agent in
notifying the third party of the Collateral Agent’s security interest and use
commercially reasonable efforts to obtain an acknowledgment from the third
party that it is holding the Equipment and Inventory for the benefit of the
Collateral Agent and that it will permit the Collateral Agent to have access to
Equipment or Inventory for purposes of inspecting such Collateral or, following
a Parity Lien Debt Default, subject to the terms of the Intercreditor
Agreement, to remove same from such premises if the Collateral Agent so elects;
and with respect to any Goods in excess of $100,000 individually or $500,000 in
the aggregate subject to a Consignment for which such Grantor is the Consignor,
such Grantor shall file appropriate financing statements against the Consignee
and take such other action as may be necessary to ensure that the Grantor has a
first priority perfected security interest in such Goods. 


               (c)
it shall keep the
Equipment, Inventory and any Documents evidencing any Equipment and Inventory in
the locations specified on Schedule 5.5 (as such schedule may be amended or
supplemented from time to time) unless it shall have (a) notified the
Collateral Agent in writing, by executing and delivering to the Collateral
Agent a completed Pledge Supplement together with all Supplements to Schedules
thereto, at least thirty (30) days prior to any change in locations,
identifying such new locations and providing such other information in
connection therewith as the Collateral Agent may reasonably request; 


               (d)
it shall keep and
maintain at its own cost and expense records of the Receivables which are
complete in all material respects, including, but not limited to, the originals
of all documentation with respect to all Receivables and records of all
payments received and all credits granted on the Receivables, all merchandise
returned and all other dealings therewith; 


               (e)
other than in the
ordinary course of business (i) it shall not amend, modify, terminate or waive
any provision of any Receivable in any manner which could reasonably be
expected to have a material adverse effect on the value of such Receivable;
(ii) following and during the continuation of a Parity Lien Debt Default,
subject to the terms of the Intercreditor Agreement, such Grantor shall not (w)
grant any extension or renewal of the time of payment of any Receivable, (x)
compromise or settle any dispute, claim or legal proceeding with respect to any
Receivable for less than the total unpaid balance thereof, (y) release, wholly
or partially, any Person liable for the payment thereof, or (z) allow any
credit or discount thereon; and 


               (f)
the Collateral
Agent shall have the right at any time following the occurrence and during the
continuance of a Parity Lien Default to notify, or require any Grantor to
notify, any Account Debtor of the Collateral Agent’s security interest in the
Receivables and any Supporting Obligation and, in addition, at any time
following the occurrence and during the continuation of a Parity Lien Debt
Default, subject to the terms of the Intercreditor Agreement, the Collateral
Agent may: (i) direct the Account
Debtors under any Receivables to make payment of all amounts due or to become
due to such Grantor thereunder directly to the Collateral Agent; (ii) notify,
or require any Grantor to notify, each Person maintaining a lockbox or similar
arrangement to which Account Debtors under any Receivables have been directed
to make 


23






payment to remit all amounts
representing collections on checks and other payment items from time to time
sent to or deposited in such lockbox or other arrangement directly to the
Collateral Agent; and (iii) enforce, at the expense of such Grantor, collection
of any such Receivables and to adjust, settle or compromise the amount or
payment thereof, in the same manner and to the same extent as such Grantor
might have done. If the Collateral
Agent notifies any Grantor that it has elected to collect the Receivables
(subject to the Intercreditor Agreement) in accordance with the preceding
sentence, any payments of Receivables received by such Grantor shall be
forthwith (and in any event within two (2) Business Days) deposited by such
Grantor in the exact form received, duly indorsed by such Grantor to the
Collateral Agent if required, in the Collateral Account maintained under the
sole dominion and control of the Collateral Agent, and until so turned over,
all amounts and proceeds (including checks and other instruments) received by
such Grantor in respect of the Receivables, any Supporting Obligation or
Collateral Support shall be received in trust for the benefit of the Collateral
Agent hereunder and shall be segregated from other funds of such Grantor and
such Grantor shall not adjust, settle or compromise the amount or payment of
any Receivable, or release wholly or partly any Account Debtor or obligor
thereof, or allow any credit or discount thereon. 


          6.6
Equity Interests, Investment Related Property.


               (a)
except as provided
in the next sentence, in the event such Grantor receives any dividends,
interest or distributions on any Equity Interest or other Investment Related
Property, upon the merger, consolidation, liquidation or dissolution of any
issuer of any Equity Interest or Investment Related Property, then (i) such
dividends, interest or distributions and any Securities (other than Excluded
Securities) or other property shall be included in the definition of Collateral
without further action and (ii) such Grantor shall promptly take all steps, if
any, necessary or advisable to ensure the validity, perfection, priority and,
if applicable, control of the Collateral Agent or the First Lien Collateral
Agent, as applicable, in accordance with the Intercreditor Agreement, over such
Investment Related Property (including, without limitation, delivery thereof to
the Collateral Agent or the First Lien Collateral Agent, as applicable, in
accordance with the Intercreditor Agreement) and pending any such action such
Grantor shall be deemed to hold such dividends, interest, distributions,
Securities (other than Excluded Securities) or other property in trust for the
benefit of the Collateral Agent and shall segregate such dividends,
distributions, Securities (other than Excluded Securities) or other property
from all other property of such Grantor.
Notwithstanding the foregoing, so long as no Parity Lien Debt Default
shall have occurred and be continuing, the Collateral Agent authorizes each Grantor
to retain all ordinary cash dividends and distributions paid in the normal
course of the business of the issuer of any applicable Investment Related
Property and consistent with the past practice of such issuer and all scheduled
payments of interest. 


               (b)
Voting.


                    (i)
So long as no
Parity Lien Debt Default shall have occurred and be continuing, except as
otherwise provided under the covenants and agreements relating to Investment
Related Property in this Agreement or elsewhere herein or in the Intercreditor Agreement,
each Grantor shall be entitled to exercise or refrain from exercising any and
all voting and other consensual rights pertaining to the Investment Related
Property or any part thereof; and 


                    (ii)
Upon the
occurrence and during the continuation of a Parity Lien Debt Default and
subject to the terms of the Intercreditor Agreement: 


24






	
  

 	
  

 	
  

 
	
  

 	
 (1)

 	
 all rights of each Grantor
 to exercise or refrain from exercising the voting and other consensual rights
 which it would otherwise be entitled to exercise pursuant hereto shall cease
 and all such rights shall thereupon become vested in the Collateral Agent who
 shall thereupon have the sole right to exercise such voting and other
 consensual rights; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (2)

 	
 in order to permit the
 Collateral Agent to exercise the voting and other consensual rights which it
 may be entitled to exercise pursuant hereto and to receive all dividends and
 other distributions which it may be entitled to receive hereunder: (1) each
 Grantor shall promptly execute and deliver (or cause to be executed and
 delivered) to the Collateral Agent all proxies, dividend payment orders and
 other instruments as the Collateral Agent may from time to time reasonably
 request and (2) each Grantor acknowledges that the Collateral Agent may
 utilize the power of attorney set forth in Section 8.1. 

 



               (c)
except as
expressly permitted by the Intercreditor Agreement, without the prior written
consent of the Collateral Agent, it shall not vote to enable or take any other
action to: (i) amend or terminate any partnership agreement, limited liability
company agreement, certificate of incorporation, by-laws or other
organizational documents in any way that materially changes the rights of such
Grantor with respect to any Investment Related Property or adversely affects
the validity, perfection or priority of the Collateral Agent’s security
interest, (ii) other than as permitted under the Intercreditor Agreement,
permit any issuer of any Equity Interest to dispose of all or a material
portion of their assets, (iii) waive any default under or breach of any terms
of organizational document relating to the issuer of any Equity Interest or the
terms of any Pledged Debt, or (iv) cause any issuer of any partnership interests
or membership interests which are not securities (for purposes of the UCC) on
the date hereof to elect or otherwise take any action to cause such partnership
interests or membership interests to be treated as securities for purposes of
the UCC; provided, however, notwithstanding the foregoing, if any issuer of any
partnership interests or membership interests takes any such action in
violation of the foregoing in this clause (iv), such Grantor shall promptly
notify the Collateral Agent in writing of any such election or action and, in
such event, shall take all steps necessary or advisable to establish the
Collateral Agent’s Control thereof; 


               (d)
except as
expressly permitted by the Intercreditor Agreement, without the prior written
consent of the Collateral Agent, it shall not permit any issuer of any Equity
Interest to merge or consolidate unless (i) such issuer creates a security
interest that is perfected by a filed financing statement (that is not
effective solely under section 9-508 of the UCC) in collateral in which such
new debtor has or acquires rights, (ii) all the outstanding capital stock or
other equity interests of the surviving or resulting corporation, limited
liability company, partnership or other entity is, upon such merger or
consolidation, pledged hereunder and no cash, securities or other property is
distributed in respect of the outstanding equity interests of any other
constituent Grantor; provided that if the surviving or resulting Grantors upon
any such merger or consolidation involving an issuer which is a Controlled
Foreign Corporation, then such Grantor shall only be required to pledge equity
interests in accordance with Section 2.2 and (iii) Grantor promptly complies
with the delivery and control requirements of Section 4 hereof; and 


               (e)
it shall notify
the Collateral Agent of any default under any Pledged Debt that has caused,
either in any individual case or in the aggregate, a material adverse effect. 


25






          6.7 Intellectual Property. Subject to the provisions
of Section 9.6,


               (a)
it shall not
knowingly do any act or knowingly omit to do any act whereby any of the
Grantor-owned Intellectual Property that is material to the business of such
Grantor may lapse, or become abandoned, canceled, dedicated to the public,
forfeited, unenforceable or otherwise impaired, or which would adversely affect
the validity, grant, or enforceability of the security interest granted
therein; 


               (b)
it shall not, with
respect to any Trademarks, cease the use of any of such Trademarks or fail to
maintain the level of the quality of products sold and services rendered under
any of such Trademark at a level at least substantially consistent with the
quality of such products and services as of the date hereof, and such Grantor
shall take all commercially reasonable steps to ensure that licensees of such
Trademarks use such consistent standards of quality; 


               (c)
it shall promptly
notify the Collateral Agent if it knows or has reason to know that any item of
Intellectual Property owned by such Grantor may become (i) abandoned or
dedicated to the public or placed in the public domain, (ii) invalid or
unenforceable, (iii) subject to any adverse determination or development
regarding such Grantor’s ownership, registration or use or the validity or
enforceability of such item of Intellectual Property (including the institution
of, or any adverse development with respect to, any action or proceeding in the
United States Patent and Trademark Office, the United States Copyright Office,
any state registry, any foreign counterpart of the foregoing, or any court) or
(iv) the subject of any reversion or termination rights; 


               (d)
it shall take all
reasonable steps, including in any proceeding before the United States Patent
and Trademark Office, the United States Copyright Office, any state registry or
any foreign counterpart of the foregoing, to pursue any application and
maintain any registration or issuance of each Trademark, Patent, and Copyright
owned by or exclusively licensed to any Grantor, including, but not limited to,
those items on Schedule 5.2(II) (as such schedule may be amended or
supplemented from time to time); 


               (e)
it shall use best
efforts so as not to permit the inclusion in any contract to which it hereafter
becomes a party of any provision that would materially impair or prevent the
creation of a security interest in such Grantor’s rights and interests in any
Grantor-owned Intellectual Property;


               (f)
in the event that
any Intellectual Property owned by or exclusively licensed to any Grantor is
infringed, misappropriated, diluted or otherwise violated by a third party,
such Grantor shall promptly take all reasonable actions to stop such
infringement, misappropriation, dilution or other violation and protect its
rights in such Intellectual Property including, but not limited to, the
initiation of a suit for injunctive relief and to recover damages; 


               (g)
it shall take all
reasonable steps to protect the secrecy of all Trade Secrets owned by such
Grantor; 


               (h)
it shall continue
to collect, at its own expense, all amounts due or to become due to such
Grantor in respect of any Intellectual Property owned by such Grantor. In connection with such collections, such
Grantor may take (and, at the Collateral Agent’s reasonable direction, shall
take) such action as such Grantor or the Collateral Agent may deem reasonably
necessary or advisable to enforce collection of such amounts. Notwithstanding the foregoing, the
Collateral Agent shall have the right at any time, to notify, or require any
Grantor 


26






to notify, any obligors with
respect to any such amounts of the existence of the security interest created
hereby. 


               (i)
Nothing in the
foregoing subsections 6.7(a) through (h) shall be construed to require a
Grantor to prosecute, maintain, renew or extend any item of registered
Intellectual Property owned by such Grantor, or any application for
registration of Intellectual Property owned by such Grantor, where such Grantor
has, in the exercise of its reasonable business judgment, deemed such
Intellectual Property to be of no material value to the business of such
Grantor, or where, in the exercise of such Grantor’s reasonable business
judgment, such Grantor has determined that the failure to prosecute an
application for registration or issuance of Intellectual Property owned by such
Grantor would not reasonably be expected to have a material adverse effect on
such Grantor’s business. 


          6.8 Non-Assignable Contracts. 


               Each
Grantor shall, within thirty (30) days after entering into any Material
Contract that is a Non-Assignable Contract after the date hereof, request in
writing the consent of the counterparty or counterparties to such
Non-Assignable Contract pursuant to the terms of such Non-Assignable Contract
or applicable law to the assignment or granting of a security interest in such
Non-Assignable Contract to the Collateral Agent, for the benefit of the Secured
Parties, and use commercially reasonable efforts to obtain such consent as soon
as practicable thereafter. 


SECTION 7. ACCESS; RIGHT OF INSPECTION; INSURANCE AND FURTHER
ASSURANCES; ADDITIONAL GRANTORS. 


          7.1 Access; Right of Inspection; Insurance.


               (a)
The Collateral
Agent shall at all times have full and free access (during normal business
hours) to all the books, correspondence and records of each Grantor, and the
Collateral Agent and its representatives may examine the same, take extracts
therefrom and make photocopies thereof, and each Grantor agrees to render to
the Collateral Agent, at such Grantor’s cost and expense, such clerical and
other assistance as may be reasonably requested with regard thereto. The Collateral Agent and its representatives
shall at all times also have the right to enter any premises of each Grantor
and inspect any property of each Grantor where any of the Collateral of such
Grantor granted pursuant to this Agreement is located for the purpose of
inspecting the same, observing its use or otherwise protecting its interests
therein. 


               (b)
The Grantors will
maintain or cause to be maintained, with financially sound and reputable insurers,
such public liability insurance, third party property damage insurance,
business interruption insurance and casualty insurance with respect to
liabilities, losses or damage in respect of the assets, properties and
businesses of the Grantors and their respective Subsidiaries as may customarily
be carried or maintained under similar circumstances by Persons of established
reputation engaged in similar businesses, in each case in such amounts (giving
effect to self insurance), with such deductibles, covering such risks and
otherwise on such terms and conditions as shall be customary for such
Persons. Without limiting the
generality of the foregoing, the Grantors will maintain or cause to be
maintained (i) flood insurance with respect to each interest (fee, leasehold or
otherwise) owned or held by any Grantor in any real property subject to a
mortgage in favor of the Collateral Agent, for the benefit of the Secured
Parties, and located in an area designated by the Federal Emergency Management
Agency as having special flood or mud slide hazards, which area is located in a
community that participates in the National Flood Insurance Program, in each
case in compliance with any applicable regulations of the 


27





Board of Governors of the
United States Federal Reserve System (or any successor thereto), and (ii)
replacement value casualty insurance on the Collateral under such policies of
insurance, with such insurance companies, in such amounts, with such
deductibles, and covering such risks as are at all times carried or maintained
under similar circumstances by Persons of established reputation engaged in
similar businesses. Each such policy of
insurance shall (A) name the Collateral Agent, on behalf of the Secured
Parties, as an additional insured thereunder as its interests may appear, (B)
in the case of each casualty insurance policy, contain a loss payable clause or
endorsement, reasonably satisfactory in form and substance to the Collateral
Agent, that names the Collateral Agent, on behalf of the Secured Parties, as
loss payee thereunder and provide for at least 30 days’ prior written notice to
the Collateral Agent of any modification or cancellation of such policy. 


          7.2 Further Assurances.


                    (a)
Each Grantor agrees
that from time to time, at the expense of such Grantor, it shall promptly
execute and deliver all further instruments and documents, and take all further
action, that may be necessary, or that the Collateral Agent may reasonably
request, in order to create and/or maintain the validity, perfection or
priority of any security interest granted or purported to be granted hereby or
to enable the Collateral Agent to exercise and enforce its rights and remedies
hereunder with respect to any Collateral. Without limiting the generality of
the foregoing, each Grantor shall: 




                    (i)
file such
financing or continuation statements, or amendments thereto, record security
interests in Intellectual Property and execute and deliver, subject to the
terms and conditions of the Intercreditor Agreement, such other agreements,
instruments, endorsements, powers of attorney or notices, as may be necessary
or as the Collateral Agent may reasonably request, in order to effect, reflect,
perfect and preserve the security interests granted or purported to be granted
hereby; 


                    (ii)
take all actions
necessary to ensure the recordation of appropriate evidence of the liens and
security interest granted hereunder in any Intellectual Property owned by such
Grantor with any intellectual property registry in which said owned
Intellectual Property is registered or issued or in which an application for
registration or issuance is pending, including, without limitation, the United
States Patent and Trademark Office, the United States Copyright Office, the
various Secretaries of State, and the foreign counterparts on any of the
foregoing; 


                    (iii)
at the Collateral
Agent’s reasonable request, appear in and defend any action or proceeding that
may affect such Grantor’s title to or the Collateral Agent’s security interest
in all or any material part of the Collateral, except for Permitted Liens; and 


                    (iv)
furnish the
Collateral Agent with such information regarding the Collateral, including,
without limitation, the location thereof, as the Collateral Agent may
reasonably request from time to time. 





                    (b)
Each Grantor
hereby authorizes the Collateral Agent to file a Record or Records, including,
without limitation, financing or continuation statements, Intellectual Property
Security Agreements and amendments and supplements to any of the foregoing, in
any jurisdictions and with any filing offices as the Collateral Agent may
determine, in its sole discretion, are necessary to perfect the security
interest granted to the Collateral Agent herein. 


28






Such financing statements
may describe the Collateral in the same manner as described herein or may
contain an indication or description of collateral that describes such property
in any other manner as the Collateral Agent may determine, in its sole
discretion, is necessary, advisable or prudent to ensure the perfection of the
security interest in the Collateral granted to the Collateral Agent herein,
including, without limitation, describing such property as “all assets, whether
now owned or hereafter acquired, developed or created” or words of similar
effect. Each Grantor shall furnish to
the Collateral Agent from time to time statements and schedules further
identifying and describing the Collateral and such other reports in connection
with the Collateral as the Collateral Agent may reasonably request, all in
reasonable detail. 


               (c)
Each Grantor
hereby authorizes the Collateral Agent to modify this Agreement after obtaining
such Grantor’s approval of or signature to such modification by amending
Schedule 5.2 (as such schedule may be amended or supplemented from time to
time) to include reference to any right, title or interest in any existing Intellectual
Property or any Intellectual Property acquired or developed by any Grantor
after the execution hereof or to delete any reference to any right, title or
interest in any Intellectual Property in which any Grantor no longer has or
claims any right, title or interest. 


          7.3 Additional Grantors. From time to time
subsequent to the date hereof, additional Persons may become parties hereto as
additional Grantors (each, an “Additional Grantor”), by executing a Pledge
Supplement. Upon delivery of any such Pledge Supplement to the Collateral
Agent, notice of which is hereby waived by Grantors, each Additional Grantor
shall be a Grantor and shall be as fully a party hereto as if Additional
Grantor were an original signatory hereto.
Each Grantor expressly agrees that its obligations arising hereunder
shall not be affected or diminished by the addition or release of any other
Grantor hereunder, nor by any election of Collateral Agent not to cause any
Subsidiary of the Company to become an Additional Grantor hereunder. This Agreement shall be fully effective as
to any Grantor that is or becomes a party hereto regardless of whether any
other Person becomes or fails to become or ceases to be a Grantor hereunder. 


               The
Grantors shall cause (a) each Subsidiary formed or acquired after the date
hereof and each subsidiary that becomes a Subsidiary after the date hereof, in
each case, concurrently upon becoming a Subsidiary, and (b) each Subsidiary
that ceases to be an Immaterial Subsidiary after the date hereof, concurrently
upon ceasing to be an Immaterial Subsidiary, to become a “Grantor” under and as
defined in the applicable Second Lien Collateral Documents in existence at such
time, to deliver such schedules, documents, instruments, agreements and
certificates as are similar to those delivered to the Collateral Agent in
connection with this Agreement, and to take all actions necessary to grant and
to perfect a first priority Lien in favor of the Collateral Agent (subject, in
the case of priority only, to Permitted Prior Liens) on the collateral
described therein. 


SECTION 8. COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT. 


          8.1 Power of Attorney. Each Grantor hereby
irrevocably appoints the Collateral Agent (such appointment being coupled with
an interest) as such Grantor’s attorney-in-fact, with full authority in the
place and stead of such Grantor and in the name of such Grantor, the Collateral
Agent or otherwise, from time to time in the Collateral Agent’s discretion,
subject to the terms and conditions of the Intercreditor Agreement prior to the
Discharge of First Lien Obligations: 


               (a)
upon the
occurrence and during the continuance of any Parity Lien Debt Default, subject
to the terms of the Intercreditor Agreement, to obtain and adjust insurance 


29






required to be maintained by
such Grantor or paid to the Collateral Agent pursuant to this Agreement and/or
the Indenture; 


               (b)
upon the
occurrence and during the continuance of any Parity Lien Debt Default, subject
to the terms of the Intercreditor Agreement, to ask for, demand, collect, sue
for, recover, compound, receive and give acquittance and receipts for moneys
due and to become due under or in respect of any of the Collateral; 


               (c)
upon the
occurrence and during the continuance of any Parity Lien Debt Default, subject
to the terms of the Intercreditor Agreement, to receive, endorse and collect
any drafts or other instruments, documents and chattel paper in connection with
clause (b) above; 


               (d)
upon the
occurrence and during the continuance of any Parity Lien Debt Default, subject
to the terms of the Intercreditor Agreement, to file any claims or take any
action or institute any proceedings that the Collateral Agent may deem
necessary for the collection of any of the Collateral or otherwise to enforce
the rights of the Collateral Agent with respect to any of the Collateral; 


               (e)
to prepare and
file any UCC financing statements against such Grantor as debtor; 


               (f)
to prepare, sign,
and file for recordation in any intellectual property registry, appropriate
evidence of the lien and security interest granted herein in any Intellectual
Property in the name of such Grantor as debtor; 


               (g)
upon the
occurrence and during the continuance of any Parity Lien Debt Default, to take
or cause to be taken all actions necessary to perform or comply or cause
performance or compliance with the terms of this Agreement, including, without
limitation, access to pay or discharge taxes or Liens (other than Permitted
Prior Liens) levied or placed upon or threatened against the Collateral, the
legality or validity thereof and the amounts necessary to discharge the same to
be determined by the Collateral Agent in its sole discretion, any such payments
made by the Collateral Agent to become obligations of such Grantor to the
Collateral Agent, due and payable immediately without demand; and 


               (h)
upon the
occurrence and during the continuance of any Parity Lien Debt Default, subject
to the terms of the Intercreditor Agreement, generally to sell, transfer,
lease, license, pledge, make any agreement with respect to or otherwise deal
with any of the Collateral as fully and completely as though the Collateral
Agent were the absolute owner thereof for all purposes, and to do, at the
Collateral Agent’s option and such Grantor’s expense, at any time or from time
to time, all acts and things that the Collateral Agent deems reasonably necessary
to protect, preserve or realize upon the Collateral and the Collateral Agent’s
security interest therein in order to effect the intent of this Agreement, all
as fully and effectively as such Grantor might do. 


          8.2 No Duty on the Part of Collateral Agent or Secured
Parties. The powers conferred on the Collateral Agent hereunder are
solely to protect the interests of the Secured Parties in the Collateral and
shall not impose any duty upon the Collateral Agent or any other Secured Party
to exercise any such powers. The
Collateral Agent and the other Secured Parties shall be accountable only for
amounts that they actually receive as a result of the exercise of such powers,
and neither they nor any of their officers, directors, employees or agents shall
be 


30






responsible to any Grantor
for any act or failure to act hereunder, except for their own gross negligence
or willful misconduct. 


          8.3 Appointment Pursuant to Intercreditor Agreement.
The Collateral Agent has been appointed as collateral agent pursuant to the
Intercreditor Agreement. The rights,
duties, privileges, immunities and indemnities of the Collateral Agent
hereunder are subject to the provisions of the Intercreditor Agreement. 


SECTION 9. REMEDIES. 


          9.1 Generally.


                    (a)
If any Parity Lien
Debt Default shall have occurred and be continuing, subject to the terms of the
Intercreditor Agreement and subject to applicable Gaming Law, the Collateral
Agent may exercise in respect of the Collateral, in addition to all other
rights and remedies provided for herein or otherwise available to it at law or
in equity, all the rights and remedies of the Collateral Agent on default under
the UCC (whether or not the UCC applies to the affected Collateral) to collect,
enforce or satisfy any Secured Obligations then owing, whether by acceleration
or otherwise, and also may pursue any of the following separately, successively
or simultaneously: 





                    (i)
require any
Grantor to, and each Grantor hereby agrees that it shall at its expense and
promptly upon request of the Collateral Agent forthwith, assemble all or part
of the Collateral as directed by the Collateral Agent (subject to the terms of
the Intercreditor Agreement) and make it available to the Collateral Agent at a
place to be designated by the Collateral Agent that is reasonably convenient to
both parties; 


                    (ii)
enter onto the
property where any Collateral is located and take possession thereof with or
without judicial process; 


                    (iii)
prior to the
disposition of the Collateral, store, process, repair or recondition the
Collateral or otherwise prepare the Collateral for disposition in any manner to
the extent the Collateral Agent deems appropriate; and 


                    (iv)
without notice
except as specified below or under the UCC, sell, assign, lease, license (on an
exclusive or nonexclusive basis) or otherwise dispose of the Collateral or any
part thereof in one or more parcels at public or private sale, at any of the
Collateral Agent’s offices or elsewhere, for cash, on credit or for future
delivery, at such time or times and at such price or prices and upon such other
terms as the Collateral Agent may deem commercially reasonable. 




                    (b)
The Collateral
Agent or any other Secured Party may be the purchaser of any or all of the
Collateral at any public or private (to the extent the portion of the
Collateral being privately sold is of a kind that is customarily sold on a
recognized market or the subject of widely distributed standard price
quotations) sale in accordance with the UCC and the Collateral Agent, as
collateral agent for and representative of the Secured Parties, shall be
entitled, for the purpose of bidding and making settlement or payment of the
purchase price for all or any portion of the Collateral sold at any such sale
made in accordance with the UCC, to use and apply any of the Secured
Obligations as a credit on account of the purchase price for any Collateral
payable by the Collateral Agent at such sale.
Each purchaser at any such sale shall hold the property sold 


31






absolutely free from any
claim or right on the part of any Grantor, and each Grantor hereby waives (to
the extent permitted by applicable law) all rights of redemption, stay and/or
appraisal which it now has or may at any time in the future have under any rule
of law or statute now existing or hereafter enacted. Each Grantor agrees that, to the extent notice of sale shall be
required by law, at least ten (10) days notice to such Grantor 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.
The Collateral Agent shall not be obligated to make any sale of
Collateral regardless of notice of sale having been given. The Collateral 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.
Each Grantor agrees that it would not be commercially unreasonable for
the Collateral Agent to dispose of the Collateral or any portion thereof by
using Internet sites that provide for the auction of assets of the types included
in the Collateral or that have the reasonable capability of doing so, or that
match buyers and sellers of assets.
Each Grantor hereby waives any claims against the Collateral Agent
arising by reason of the fact that the price at which any Collateral may have
been sold at such a private sale was less than the price which might have been
obtained at a public sale, even if the Collateral Agent accepts the first offer
received and does not offer such Collateral to more than one offeree. If the proceeds of any sale or other
disposition of the Collateral are insufficient to pay all the Secured
Obligations, Grantors shall be liable for the deficiency and the fees of any
attorneys employed by the Collateral Agent to collect such deficiency. Each Grantor further agrees that a breach of
any of the covenants contained in this Section will cause irreparable injury to
the Collateral Agent, that the Collateral Agent has no adequate remedy at law
in respect of such breach and, as a consequence, that each and every covenant
contained in this Section shall be specifically enforceable against such
Grantor, and such Grantor hereby waives and agrees not to assert any defenses
against an action for specific performance of such covenants except for a
defense that no default has occurred giving rise to the Secured Obligations
becoming due and payable prior to their stated maturities. Nothing in this Section shall in any way
limit the rights of the Collateral Agent hereunder. 


               (c)
The Collateral
Agent may sell the Collateral without giving any warranties as to the
Collateral. The Collateral Agent may
specifically disclaim or modify any warranties of title or the like. This procedure will not be considered to
adversely affect the commercial reasonableness of any sale of the Collateral. 


               (d)
The Collateral
Agent shall have no obligation to marshal any of the Collateral. 


          9.2 Application of Proceeds. Except as
expressly provided elsewhere in this Agreement, and subject to the
Intercreditor Agreement, all proceeds received by the Collateral Agent in
respect of any sale of, any collection from, or other realization upon all or
any part of the Collateral shall be applied by the Collateral Agent in
accordance with Section 8.25 of the Intercreditor Agreement. 


          9.3 Sales on Credit. If Collateral Agent
sells any of the Collateral upon credit, Grantor will be credited only with
payments actually made by purchaser and received by Collateral Agent and
applied to indebtedness of the purchaser.
In the event the purchaser fails to pay for the Collateral, Collateral
Agent may resell the Collateral and Grantor shall be credited with proceeds of
the sale. 


          9.4 Investment Related Property. Each
Grantor recognizes that, by reason of certain prohibitions contained in the
Securities Act and applicable state securities laws, the 


32






Collateral Agent may be
compelled, with respect to any sale of all or any part of the Investment
Related Property conducted without prior registration or qualification of such
Investment Related Property under the Securities Act and/or such state
securities laws, to limit purchasers to those who will agree, among other
things, to acquire the Investment Related Property for their own account, for
investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such
private sale may be at prices and on terms less favorable than those obtainable
through a public sale without such restrictions (including a public offering
made pursuant to a registration statement under the Securities Act) and,
notwithstanding such circumstances, each Grantor agrees that any such private
sale shall be deemed to have been made in a commercially reasonable manner and
that the Collateral Agent shall have no obligation to engage in public sales
and no obligation to delay the sale of any Investment Related Property for the
period of time necessary to permit the issuer thereof to register it for a form
of public sale requiring registration under the Securities Act or under
applicable state securities laws, even if such issuer would, or should, agree
to so register it. If the Collateral
Agent determines to exercise its right to sell any or all of the Investment
Related Property included in the Collateral, upon written request, each Grantor
shall and shall cause each issuer of any such Equity Interest to be sold
hereunder, each partnership and each limited liability company from time to
time to furnish to the Collateral Agent all such information as the Collateral
Agent may request in order to determine the number and nature of interest,
shares or other instruments included in the Investment Related Property which
may be sold by the Collateral Agent in exempt transactions under the Securities
Act and the rules and regulations of the Securities and Exchange Commission
thereunder, as the same are from time to time in effect. 


          9.5 Grant of Intellectual Property License.
For the purpose of enabling the Collateral Agent, during the continuance of a
Parity Lien Debt Default, subject to the terms of the Intercreditor Agreement,
to exercise rights and remedies under Section 9 hereof at such time as the
Collateral Agent shall be lawfully entitled to exercise such rights and
remedies, and during the pendency thereof, and for no other purpose, each
Grantor hereby grants to the Collateral Agent, to the extent assignable, an
irrevocable, non-exclusive license (exercisable without payment of royalty or
other compensation to such Grantor), subject, in the case of Trademarks, to
sufficient rights to quality control and inspection in favor of such Grantor to
avoid the risk of invalidation of such Trademarks, to use, assign, license or
sublicense any of the Intellectual Property now owned or hereafter acquired,
developed or created by such Grantor, wherever the same may be located. Such license shall include access to all
media in which any of the licensed items may be recorded or stored and to all
computer programs used for the compilation or printout hereof. 


          9.6 Intellectual Property.


               (a)
Anything contained
herein to the contrary notwithstanding, in addition to the other rights and
remedies provided herein, upon the occurrence and during the continuation of a
Parity Lien Debt Default and subject to the terms of the Intercreditor
Agreement: 


	
  

 	
  

 
	
  

 	
                (i)
 the Collateral
 Agent shall have the right (but not the obligation) to bring suit or
 otherwise commence any action or proceeding in the name of any Grantor, the
 Collateral Agent or otherwise, in the Collateral Agent’s sole discretion, to
 enforce any Intellectual Property rights of such Grantor, in which event such
 Grantor shall, at the request of the Collateral Agent, do any and all lawful
 acts and execute any and all documents reasonably requested by the Collateral
 Agent in aid of such enforcement, and such Grantor shall promptly, upon
 demand, reimburse and indemnify the Collateral Agent as provided in Section
 12 hereof in connection with the exercise of its rights under this Section
 9.6, and, to the extent that the Collateral Agent shall elect not 

 


33






	
  

 	
  

 	
  

 
	
  

 	
 to bring suit to enforce
 any Intellectual Property rights as provided in this Section 9.6, each
 Grantor agrees to use all reasonable measures, whether by action, suit,
 proceeding or otherwise, to prevent the infringement, misappropriation,
 dilution or other violation of any of such Grantor’s rights in the
 Intellectual Property by others and for that purpose agrees to diligently
 maintain any action, suit or proceeding against any Person so infringing,
 misappropriating, diluting or otherwise violating as shall be necessary to
 prevent such infringement, misappropriation, dilution or other violation; 

 
	
  

 	
  

 
	
  

 	
                     (ii)
 upon written
 demand from the Collateral Agent, each Grantor shall grant, assign, convey or
 otherwise transfer to the Collateral Agent or such Collateral Agent’s
 designee all of such Grantor’s right, title and interest in and to any
 Intellectual Property and shall execute and deliver to the Collateral Agent
 such documents as are necessary or appropriate to carry out the intent and
 purposes of this Agreement; 

 
	
  

 	
  

 
	
  

 	
                     (iii)
 each Grantor
 agrees that such an assignment and/or recording shall be applied to reduce
 the Secured Obligations outstanding only to the extent that the Collateral
 Agent (or any other Secured Party) receives cash proceeds in respect of the
 sale of, or other realization upon, any such Intellectual Property;

 
	
  

 	
  

 
	
  

 	
                     (iv)
 within five (5)
 Business Days after written notice from the Collateral Agent, each Grantor
 shall make available to the Collateral Agent, to the extent within such
 Grantor’s power and authority, such personnel in such Grantor’s employ on the
 date of such Parity Lien Debt Default as the Collateral Agent may reasonably
 designate, by name, title or job responsibility, to permit such Grantor to
 continue, directly or indirectly, to produce, advertise and sell the products
 and services sold or delivered by such Grantor under or in connection with any
 Trademarks or Trademark Licenses, such persons to be available to perform
 their prior functions on the Collateral Agent’s behalf and to be compensated
 by the Collateral Agent at such Grantor’s expense on a per diem, pro-rata
 basis consistent with the salary and benefit structure applicable to each as
 of the date of such Parity Lien Debt Default; and 

 
	
  

 	
  

 
	
  

 	
                     (v)
 the Collateral
 Agent shall have the right to notify, or require each Grantor to notify, any
 obligors with respect to amounts due or to become due to such Grantor in
 respect of any Intellectual Property of such Grantor, of the existence of the
 security interest created herein, to direct such obligors to make payment of
 all such amounts directly to the Collateral Agent, and, upon such notification
 and at the expense of such Grantor, to enforce collection of any such amounts
 and to adjust, settle or compromise the amount or payment thereof, in the
 same manner and to the same extent as such Grantor might have done; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (1)

 	
 all amounts and proceeds
 (including checks and other instruments) received by Grantor in respect of
 amounts due to such Grantor in respect of the Collateral or any portion
 thereof shall be received in trust for the benefit of the Collateral Agent
 hereunder, shall be segregated from other funds of such Grantor and shall be
 forthwith paid over or delivered to the Collateral Agent in the same form as
 so received (with any necessary endorsement) to be held as cash Collateral
 and applied as provided by Section 9.7 hereof; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (2)

 	
 Grantor shall not adjust,
 settle or compromise the amount or payment of any such amount or release
 wholly or partly any obligor with respect thereto or allow any credit or
 discount thereon. 

 


34






                    (b)
Subject to the
terms of the Intercreditor Agreement, if (i) a Parity Lien Debt Default shall
have occurred and, by reason of cure, waiver, modification, amendment or
otherwise, no longer be continuing, (ii) no other Parity Lien Debt Default
shall have occurred and be continuing, (iii) an assignment or other transfer to
the Collateral Agent of any rights, title and interests in and to any
Intellectual Property of such Grantor shall have been previously made and shall
have become absolute and effective, and (iv) the Secured Obligations shall not
have become immediately due and payable, upon the written request of any
Grantor, the Collateral Agent shall promptly execute and deliver to such
Grantor, at such Grantor’s sole cost and expense, such assignments or other transfer
as may be necessary to reassign to such Grantor any such rights, title and
interests as may have been assigned to the Collateral Agent as aforesaid,
subject to any disposition thereof that may have been made by the Collateral
Agent; provided, after giving effect to such reassignment, the Collateral
Agent’s security interest granted pursuant hereto, as well as all other rights
and remedies of the Collateral Agent granted hereunder, shall continue to be in
full force and effect. 


          9.7 Cash Proceeds; Deposit Accounts.
(a) If any Parity Lien Debt Default
shall have occurred and be continuing, subject to the terms of the
Intercreditor Agreement, in addition to the rights of the Collateral Agent
specified in Section 6.5 with respect to payments of Receivables, all proceeds
of any Collateral received by any Grantor consisting of cash, checks and other
near-cash items (collectively, “Cash Proceeds”) shall be held by such Grantor
in trust for the Collateral Agent, segregated from other funds of such Grantor,
and shall, forthwith upon receipt by such Grantor, be turned over to the
Collateral Agent in the exact form received by such Grantor (duly indorsed by
such Grantor to the Collateral Agent, if required) and held by the Collateral
Agent in a Collateral Account. Any Cash
Proceeds received by the Collateral Agent (whether from a Grantor or otherwise)
may, in the sole discretion of the Collateral Agent, (A) be held by the
Collateral Agent for the ratable benefit of the Secured Parties, as collateral
security for the Secured Obligations (whether matured or unmatured) and/or (B)
then or at any time thereafter may be applied by the Collateral Agent against
the Secured Obligations then due and owing. 


               (b)
If any Parity Lien Debt Default shall have occurred and be continuing, subject
to the terms of the Intercreditor Agreement, the Collateral Agent may apply the
balance from any Deposit Account or instruct the bank at which any Deposit
Account is maintained to pay the balance of any Deposit Account to or for the
benefit of the Collateral Agent or the First Lien Collateral Agent, as
applicable, in accordance with the Intercreditor Agreement. 


SECTION 10. COLLATERAL AGENT. 


          10.1 Appointment. The Collateral Agent has been appointed to act as Collateral
Agent hereunder by the holders of Notes pursuant to the Indenture and, by their
acceptance of the benefits hereof, the other Secured Parties. The Collateral
Agent shall be obligated, and shall have the right hereunder, to make demands,
to give notices, to exercise or refrain from exercising any rights, and to take
or refrain from taking any action (including, without limitation, the release
or substitution of Collateral), solely in accordance with this Agreement, the
Intercreditor Agreement and the Indenture.
In furtherance of the foregoing provisions of this Section, each Secured
Party, by its acceptance of the benefits hereof, agrees that it shall have no
right individually to realize upon any of the Collateral hereunder, it being
understood and agreed by such Secured Party that all rights and remedies
hereunder may be exercised solely by the Collateral Agent for the benefit of
the Secured Parties in accordance with the terms of this Section. The provisions of the Intercreditor
Agreement relating to the Collateral Agent including, without limitation, the
provisions relating to resignation or removal of the Collateral Agent,
reimbursement of expenses 


35






and the powers and duties
and immunities of the Collateral Agent are incorporated herein by this
reference and shall survive any termination of the Intercreditor Agreement. 


          10.2 Delegation of Duties. The Collateral
Agent may perform any and all of its duties and exercise its rights and powers
under this Agreement by or through any one or more sub-agents appointed by the
Collateral Agent. The Collateral Agent and any such sub-agent may perform any
and all of its duties and exercise its rights and powers by or through their
respective Affiliates. The exculpatory,
indemnification and other provisions of this Section 10 (including those
incorporated from the Intercreditor Agreement) shall apply to any Affiliates of
the Collateral Agent. All of the
rights, benefits, and privileges (including the exculpatory and indemnification
provisions) of this Section 10 shall apply to any such sub-agent and to the
Affiliates of any such sub-agent, and shall apply to their respective
activities as sub-agent as if such sub-agent and Affiliates were named herein. Notwithstanding anything herein to the
contrary, with respect to each sub-agent appointed by the Collateral Agent, (a)
such sub-agent shall be a third party beneficiary under this Agreement with
respect to all such rights, benefits and privileges (including exculpatory
rights and rights to indemnification) and shall have all of the rights and
benefits of a third party beneficiary, including an independent right of action
to enforce such rights, benefits and privileges (including exculpatory rights
and rights to indemnification) directly, without the consent or joinder of any
other Person, against any or all of the Grantors and the Secured Parties, (b)
such rights, benefits and privileges (including exculpatory rights and rights
to indemnification) shall not be modified or amended without the consent of
such sub-agent, and (c) such sub-agent shall only have obligations to the
Collateral Agent and not to any Grantor, Secured Party or any other Person and
no Grantor, Secured Party or any other Person shall have any rights, directly
or indirectly, as a third party beneficiary or otherwise, against such
sub-agent. 


SECTION 11. CONTINUING SECURITY INTEREST; TRANSFER OF NOTES
AND OTHER INDEBTEDNESS. 


          This
Agreement shall create a continuing security interest in the Collateral and
shall remain in full force and effect until the payment in full of all Secured
Obligations, be binding upon each Grantor, its successors and assigns, and
inure, together with the rights and remedies of the Collateral Agent hereunder,
to the benefit of the Collateral Agent and its successors, transferees and
assigns. Without limiting the
generality of the foregoing, but subject to the terms of the applicable Second
Lien Documents, any Secured Party may assign or otherwise transfer any Notes or
any Indebtedness in respect of any Additional Parity Lien Facility held by it
to any other Person to the extent permitted under the applicable Second Lien
Documents, and such other Person shall thereupon become vested with all the
benefits in respect thereof granted to such Secured Party herein or
otherwise. Upon the payment in full of
all Secured Obligations, the security interest granted hereby shall
automatically terminate hereunder and of record and all rights to the
Collateral shall revert to the Grantors.
Upon any such termination the Collateral Agent shall, at the Grantors’
expense, execute and deliver to the Grantors or otherwise authorize the filing
of such documents as the Grantors shall reasonably request, including financing
statement amendments to evidence such termination. Upon any sale, transfer or other disposition of Collateral
permitted by the Second Lien Documents, the Liens granted herein upon such
Collateral shall be deemed to be automatically released and such Collateral
shall automatically revert to the applicable Grantor with no further action on
the part of any Person. The Collateral
Agent shall, at the applicable Grantor’s expense, execute and deliver or
otherwise authorize the filing of such documents as such Grantor shall
reasonably request, in form and substance reasonably satisfactory to the
Collateral Agent, including financing statement amendments to evidence such
release. 


36







SECTION 12. STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM. 


          The
powers conferred on the Collateral Agent hereunder are solely to protect its
interest in the Collateral and shall not impose any duty upon it to exercise
any such powers. Except for the exercise of reasonable care in the custody of
any Collateral in its possession and the accounting for moneys actually
received by it hereunder, the Collateral 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. The
Collateral Agent shall be deemed to have exercised reasonable care in the
custody and preservation of Collateral in its possession if such Collateral is
accorded treatment substantially equal to that which the Collateral Agent
accords its own property. If any Grantor fails to perform any agreement
contained in Section 7.1(b) of this Agreement, the Collateral Agent may itself
perform, or cause performance of, such agreement, and the expenses of the
Collateral Agent incurred in connection therewith shall be payable by each
Grantor as set forth in the Intercreditor Agreement and the other applicable
Second Lien Documents. 


SECTION 13. MISCELLANEOUS. 


          Any
notice required or permitted to be given under this Agreement shall be given in
accordance with Section 9.9 of the Intercreditor Agreement. No failure or delay
on the part of the Collateral Agent in the exercise of any power, right or
privilege hereunder or under any other Second Lien Document shall impair such
power, right or privilege or be construed to be a waiver of any default or
acquiescence therein, nor shall any single or partial exercise of any such
power, right or privilege preclude other or further exercise thereof or of any
other power, right or privilege. All rights and remedies existing under this
Agreement and the other Second Lien Documents are cumulative to, and not
exclusive of, any rights or remedies otherwise available. In case any provision
in or obligation under this Agreement shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of
the remaining provisions or obligations, or of such provision or obligation in
any other jurisdiction, shall not in any way be affected or impaired thereby.
All covenants hereunder shall be given independent effect so that if a
particular action or condition is not permitted by any of such covenants, the
fact that it would be permitted by an exception to, or would otherwise be
within the limitations of, another covenant shall not avoid the occurrence of a
Default under and as defined in the Indenture or any Additional Parity Lien
Facility or a Parity Lien Debt Default if such action is taken or condition
exists. This Agreement shall be binding upon and inure to the benefit of the
Collateral Agent and the Grantors and their respective successors and assigns.
No Grantor shall, without the prior written consent of the Collateral Agent
given in accordance with the Indenture, assign any right, duty or obligation
hereunder. This Agreement and the other Second Lien Documents embody the entire
agreement and understanding between the Grantors and the Collateral Agent and
supersede all prior agreements and understandings between such parties relating
to the subject matter hereof and thereof. Accordingly, the Second Lien
Documents may not be contradicted by evidence of prior, contemporaneous or
subsequent oral agreements of the parties. There are no unwritten oral agreements
between the parties. 


          This
Agreement may be executed in one or more counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered
shall be deemed an original, but all such counterparts together shall
constitute but one and the same instrument; signature pages may be detached
from multiple separate counterparts and attached to a single counterpart so
that all signature pages are physically attached to the same document. 


37






          If
any provision of this Agreement limits, qualifies or conflicts with the duties
imposed by the Trust Indenture Act of 1939 as in effect on the date of this
Agreement, the imposed duties shall control. 


          THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ALL
CLAIMS AND CONTROVERSIES ARISING OUT OF THE SUBJECT MATTER HEREOF WHETHER
SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE SHALL BE GOVERNED BY, AND SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THAT WOULD RESULT IN THE
APPLICATION OF ANY OTHER LAW (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC
RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY
INTEREST). 


                    THE PROVISIONS OF THE INTERCREDITOR AGREEMENT UNDER
THE HEADING “SUBMISSION TO JURISDICTION; WAIVERS” ARE INCORPORATED HEREIN BY
THIS REFERENCE AND SUCH INCORPORATION SHALL SURVIVE ANY TERMINATION OF THE
INTERCREDITOR AGREEMENT. 


38






                    IN
WITNESS WHEREOF, each Grantor and the Collateral Agent have caused this
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above. 


	
 

	
 

	
 

	
 


	
 

	
GREEKTOWN SUPERHOLDINGS,
INC.,

as Grantor


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	




	
 


	
 

	
Name:


	
 

	
Title:


	
 

	
 

	
 

	
 


	
 

	
GREEKTOWN HOLDINGS,
L.L.C.,

as Grantor


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	




	
 


	
 

	
Name:


	
 

	
Title:


	
 

	
 

	
 

	
 


	
 

	
GREEKTOWN CASINO, L.L.C.,

as Grantor


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	




	
 


	
 

	
Name:


	
 

	
Title:


	
 

	
 

	
 

	
 


	
 

	
CONTRACT BUILDERS
CORPORATION,

as Grantor


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	




	
 


	
 

	
Name:


	
 

	
Title:


	
 

	
 

	
 

	
 


	
 

	
REALTY EQUITY COMPANY
INC.,

as Grantor


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	




	
 


	
 

	
Name:


	
 

	
Title:




39






	
 

	
 

	
 

	
 


	
 

	
GREEKTOWN NEWCO SUB, INC.,

as Grantor


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	




	
 


	
 

	
Name:


	
 

	
Title:




40






	
 

	
 

	
 

	
 


	
 

	
WILMINGTON TRUST FSB,

as Collateral Agent


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	




	
 


	
 

	
Title:













EXHIBIT A

TO PLEDGE AND SECURITY AGREEMENT


PLEDGE SUPPLEMENT


          This PLEDGE SUPPLEMENT, dated [_____] is
delivered by [_________], a [______] [________], (the “Grantor”) pursuant to the Pledge and
Security Agreement, dated as of June
30, 2010 (as it may be from
time to time amended, restated, modified or supplemented, the “Security
Agreement”), among Greektown Superholdings, Inc., the other Grantors named
therein, and Wilmington Trust FSB,
as the Collateral Agent. Capitalized terms used herein not otherwise defined
herein shall have the meanings ascribed thereto in the Security Agreement. 


          Grantor
hereby confirms the grant to the Collateral Agent set forth in the Security
Agreement of, and does hereby grant to the Collateral Agent, a security
interest in all of Grantor’s right, title and interest in, to and under all
Collateral to secure the Secured Obligations, in each case whether now or
hereafter existing or in which Grantor now has or hereafter acquires an
interest and wherever the same may be located. Grantor represents and warrants
that the attached Supplements to Schedules accurately and completely set forth
all additional information required to be provided pursuant to the Security
Agreement and hereby agrees that such Supplements to Schedules shall constitute
part of the Schedules to the Security Agreement.


                    THIS
PLEDGE SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND
ALL CLAIMS AND CONTROVERSIES ARISING OUT OF THE SUBJECT MATTER HEREOF WHETHER
SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE SHALL BE GOVERNED BY, AND SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THAT WOULD RESULT IN THE
APPLICATION OF ANY OTHER LAW (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC
RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE
SECURITY INTEREST).


          IN
WITNESS WHEREOF, Grantor has caused this Pledge
Supplement to be duly executed and delivered by its duly authorized officer as
of [______].


	
  

 	
  

 	
  

 
	
  

 	
  [NAME OF GRANTOR]

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 
	
  

 	
 Title:

 


EXHIBIT A-1






SUPPLEMENT TO SCHEDULE 5.1

TO PLEDGE AND SECURITY AGREEMENT


Additional
Information:


GENERAL INFORMATION


	
  

 	
  

 
	
 (A)

 	
 Full Legal Name, Type of Organization, Jurisdiction of Organization,
 Chief Executive Office/Sole Place of Business (or Residence if Grantor is a
 Natural Person) and Organizational Identification Number of each Grantor:

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Full Legal

 Name

 	
  

 	
 Type of

 Organization

 	
  

 	
 Jurisdiction
 of

 Organization

 	
  

 	
 Chief
 Executive

 Office/Sole Place of

 Business (or

 Residence if Grantor

 is a Natural Person)

 	
  

 	
 Organization
 I.D.#

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 






	
  

 	
  

 
	
 (B)

 	
 Other Names (including any Trade Name or Fictitious Business Name)
 under which each Grantor currently conducts business:

 






	
  

 	
  

 	
  

 
	
 Full Legal
 Name

 	
  

 	
 Trade Name
 or Fictitious Business Name

 
	

 


 	
  

 	

 


 






	
  

 	
  

 
	
 (C)

 	
 Changes in Name, Jurisdiction of Organization, Chief Executive Office
 or Sole Place of Business (or Principal Residence if Grantor is a Natural
 Person) and Corporate Structure within past five (5) years:

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Grantor

 	
  

 	
 Date of
 Change

 	
  

 	
 Description
 of Change

 
	

 


 	
  

 	

 


 	
  

 	

 


 






	
  

 	
  

 
	
 (D)

 	
 Agreements pursuant to which any Grantor is bound as debtor within
 past five (5) years:

 






	
  

 	
  

 	
  

 
	
 Grantor

 	
  

 	
 Description
 of Agreement

 
	

 


 	
  

 	

 


 


EXHIBIT A-2






SUPPLEMENT TO SCHEDULE 5.2

TO PLEDGE AND SECURITY AGREEMENT


COLLATERAL IDENTIFICATION


          I. INVESTMENT RELATED
PROPERTY


	
  

 	
  

 
	
 (A)

 	
 Equity
 Interests:

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Grantor

 	
  

 	
 Stock

 Issuer

 	
  

 	
 Class of

 Stock

 	
  

 	
 Certificated

 (Y/N)

 	
  

 	
 Stock

 Certificate

 No.

 	
  

 	
 Par Value

 	
  

 	
 No. of

 shares of

 stock

 	
  

 	
 Percentage of

 Outstanding

 Stock of the

 Stock Issuer

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Grantor

 	
  

 	
 Limited

 Liability

 Company

 	
  

 	
 Certificated

 (Y/N)

 	
  

 	
 Certificate No.

 (if any)

 	
  

 	
 No. of Pledged

 Units

 	
  

 	
 Percentage of

 Outstanding

 LLC Interests of

 the Limited

 Liability

 Company

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Grantor

 	
  

 	
 Partnership

 	
  

 	
 Type of

 Partnership

 Interests (e.g.,

 general or

 limited)

 	
  

 	
 Certificated

 (Y/N)

 	
  

 	
 Certificate No.

 (if any)

 	
  

 	
 Percentage of

 Outstanding

 Partnership

 Interests of the

 Partnership

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
           Pledged
 Trust Interests:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Grantor

 	
  

 	
 Trust

 	
  

 	
 Class of Trust

 Interests

 	
  

 	
 Certificated

 (Y/N)

 	
  

 	
 Certificate No.

 (if any)

 	
  

 	
 Percentage of

 Outstanding

 Trust Interests

 of the Trust

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
           Pledged
 Debt:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Grantor

 	
  

 	
 Issuer

 	
  

 	
 Original

 Principal

 Amount

 	
  

 	
 Outstanding

 Principal

 Balance

 	
  

 	
 Issue Date

 	
  

 	
 Maturity Date

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 


EXHIBIT A-3






Securities
Account:


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Grantor

 	
  

 	
 Share of Securities

 Intermediary

 	
  

 	
 Account Number

 	
  

 	
 Account Name

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 



          Deposit
Accounts:


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Grantor

 	
  

 	
 Name of Depositary Bank

 	
  

 	
 Account Number

 	
  

 	
 Account Name

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 



          Commodities
Contracts and Commodities Accounts:


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Grantor

 	
  

 	
 Name of Commodities

 Intermediary

 	
  

 	
 Account Number

 	
  

 	
 Account Name

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 



(B)


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Grantor

 	
  

 	
 Date of Acquisition

 	
  

 	
 Description of Acquisition

 
	

 


 	
  

 	

 


 	
  

 	

 


 


II. INTELLECTUAL PROPERTY


	
  

 	
  

 
	
 (A)

 	
 Copyrights

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Grantor

 	
  

 	
 Jurisdiction

 	
  

 	
 Title of Work

 	
  

 	
 Registration Number

 (if any)

 	
  

 	
 Registration Date

 (if any)

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 






	
  

 	
  

 
	
 (B)

 	
 Copyright
 Licenses

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Grantor

 	
  

 	
 Description of Copyright

 License

 	
  

 	
 Registration Number (if

 any) of underlying

 Copyright

 	
  

 	
 Name of Licensor

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 






	
  

 	
  

 
	
 (C)

 	
 Patents

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Grantor

 	
  

 	
 Jurisdiction

 	
  

 	
 Title of Patent

 	
  

 	
 Patent

 Number/(Application

 Number)

 	
  

 	
 Issue Date/(Filing

 Date)

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 


EXHIBIT A-4






	
  

 	
  

 
	
 (D)

 	
 Patent
 Licenses

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Grantor

 	
  

 	
 Description of Patent

 License

 	
  

 	
 Patent Number of

 underlying Patent

 	
  

 	
 Name of Licensor

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 






	
  

 	
  

 
	
 (E)

 	
 Trademarks

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Grantor

 	
  

 	
 Jurisdiction

 	
  

 	
 Trademark

 	
  

 	
 Registration

 Number/(Serial

 Number)

 	
  

 	
 Registration

 Date/(Filing Date)

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 






	
  

 	
  

 
	
 (F)

 	
 Trademark
 Licenses

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Grantor

 	
  

 	
 Description of Trademark

 License

 	
  

 	
 Registration Number of

 underlying Trademark

 	
  

 	
 Name of Licensor

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 






	
  

 	
  

 
	
 (G)

 	
 Trade Secret
 Licenses 

 



III. COMMERCIAL TORT
CLAIMS


	
  

 	
  

 	
  

 
	
 Grantor

 	
  

 	
 Commercial
 Tort Claims

 
	

 


 	
  

 	

 


 



IV. LETTER OF CREDIT
RIGHTS


	
  

 	
  

 	
  

 
	
 Grantor

 	
  

 	
 Description
 of Letters of Credit

 
	

 


 	
  

 	

 


 


EXHIBIT A-5






V. WAREHOUSEMAN,
BAILEES AND OTHER THIRD PARTIES IN POSSESSION OF COLLATERAL


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Grantor

 	
  

 	
 Description
 of Property

 	
  

 	
 Name and
 Address of Third Party

 
	

 


 	
  

 	

 


 	
  

 	

 


 



VI. ASSIGNED
AGREEMENTS


	
  

 	
  

 	
  

 
	
 Grantor

 	
  

 	
 Description
 of Assigned Agreement

 
	

 


 	
  

 	

 


 


EXHIBIT A-6






	
  

 	
  

 
	
  

 	
 SUPPLEMENT
 TO SCHEDULE 5.4 TO 

 
	
  

 	
 PLEDGE AND
 SECURITY AGREEMENT

 



Financing
Statements:


	
  

 	
  

 	
  

 
	
 Grantor

 	
  

 	
 Filing
 Jurisdiction(s)

 
	

 


 	
  

 	

 


 


EXHIBIT A-7






SUPPLEMENT TO SCHEDULE 5.5

TO PLEDGE AND SECURITY AGREEMENT


Additional
Information:


	
  

 	
  

 	
  

 
	
 Name of
 Grantor

 	
  

 	
 Location of
 Equipment and Inventory

 
	

 


 	
  

 	

 


 


EXHIBIT A-8






EXHIBIT B

TO PLEDGE AND SECURITY AGREEMENT


UNCERTIFICATED SECURITIES CONTROL AGREEMENT


          This
Uncertificated Securities Control Agreement dated as of [_________], 20[__]
among [________________] (the “Pledgor”),
Wilmington Trust FSB, as collateral agent for the Secured Parties, (the “Collateral Agent”) and
[______________________] (the “Issuer”).
Capitalized terms used but not defined herein shall have the meaning assigned
in the Pledge and Security Agreement dated as of the date hereof, among the
Pledgor, the other Grantors party thereto and the Collateral Agent (the “Security Agreement”). All
references herein to the “UCC”
shall mean the Uniform Commercial Code as in effect in the State of New York.


          Section
1. Registered Ownership of Shares. The Issuer hereby
confirms and agrees that as of the date hereof the Pledgor is the registered
owner of [__________] shares of the Issuer’s [common stock] (the “Pledged Shares”) and the
Issuer shall not change the registered owner of the Pledged Shares without the
prior written consent of the Collateral Agent.


          Section
2. Instructions. If at any time the Issuer shall
receive instructions originated by the Collateral Agent relating to the Pledged
Shares, the Issuer shall comply with such instructions without further consent
by the Pledgor or any other person.


          Section
3. Additional Representations and Warranties of the Issuer.
The Issuer hereby represents and warrants to the Collateral Agent:


          (a) It has
not entered into, and until the termination of this agreement will not enter
into, any agreement with any other person relating the Pledged Shares pursuant
to which it has agreed to comply with instructions issued by such other person;
and


          (b) It has
not entered into, and until the termination of this agreement will not enter
into, any agreement with the Pledgor or the Collateral Agent purporting to
limit or condition the obligation of the Issuer to comply with Instructions as
set forth in Section 2 hereof.


          (c) Except
for the claims and interest of the Collateral Agent and of the Pledgor in the
Pledged Shares, the Issuer does not know of any claim to, or interest in, the
Pledged Shares. If any person asserts any lien, encumbrance or adverse claim
(including any writ, garnishment, judgment, warrant of attachment, execution or
similar process) against the Pledged Shares, the Issuer will promptly notify
the Collateral Agent and the Pledgor thereof. 


          (d) This
Uncertificated Securities Control Agreement is the valid and legally binding
obligation of the Issuer.


          Section
4. Choice of Law. This Agreement shall be governed by
the laws of the State of [New York].


          Section
5. Conflict with Other Agreements. In the event of any
conflict between this Agreement (or any portion thereof) and any other agreement
now existing or hereafter entered into, the terms of this Agreement shall
prevail. No amendment or modification of this Agreement or waiver of any right
hereunder shall be binding on any party hereto unless it is in writing and is
signed by all of the parties hereto. 


EXHIBIT B-1






          Section
6. Voting Rights. Until such time as the Collateral
Agent shall otherwise instruct the Issuer in writing, the Pledgor shall have
the right to vote the Pledged Shares.


          Section
7. Successors; Assignment. The terms of this Agreement
shall be binding upon, and shall inure to the benefit of, the parties hereto
and their respective corporate successors or heirs and personal representatives
who obtain such rights solely by operation of law. The Collateral Agent may
assign its rights hereunder only with the express written consent of the Issuer
and by sending written notice of such assignment to the Pledgor.


          Section
8. Indemnification
of Issuer. The Pledgor and the Collateral Agent hereby agree that
(a) the Issuer is released from any and all liabilities to the Pledgor and the
Collateral Agent arising from the terms of this Agreement and the compliance of
the Issuer with the terms hereof, except to the extent that such liabilities
arise from the Issuer’s negligence and (b) the Pledgor, its successors and
assigns shall at all times indemnify and save harmless the Issuer from and
against any and all claims, actions and suits of others arising out of the
terms of this Agreement or the compliance of the Issuer with the terms hereof,
except to the extent that such arises from the Issuer’s negligence, and from
and against any and all liabilities, losses, damages, costs, charges, counsel
fees and other expenses of every nature and character arising by reason of the
same, until the termination of this Agreement.


          Section
9. Notices. Any notice, request or other communication
required or permitted to be given under this Agreement shall be in writing and
deemed to have been properly given when delivered in person, or when sent by
telecopy or other electronic means and electronic confirmation of error free
receipt is received or two (2) days after being sent by certified or registered
United States mail, return receipt requested, postage prepaid, addressed to the
party at the address set forth below.


	
  

 	
  

 	
  

 
	
  

 	
 Pledgor:

 	
 [Name and Address of Pledgor]

 
	
  

 	
  

 	
 555 East
 Lafayette

 
	
  

 	
  

 	
 Detroit, MI
 48226

 
	
  

 	
  

 	
 Attention:
 Clifford J. Vallier

 
	
  

 	
  

 	
 Fax No.:
 (313) 962-9263 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 With a copy
 (which shall not constitute notice) to:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Dechert LLP

 
	
  

 	
  

 	
 1095 Avenue
 of the Americas

 
	
  

 	
  

 	
 New York, NY
 10036

 
	
  

 	
  

 	
 Attention:
 Allan S. Brilliant, Esq.

 
	
  

 	
  

 	
 Fax No.:
 (212) 698-0612 

 
	
  

 	
  

 	
  

 
	
  

 	
 Collateral
 Agent:

 	
 Wilmington Trust FSB

 
	
  

 	
  

 	
 Corporate Capital Markets

 
	
  

 	
  

 	
 50 South Sixth Street, Suite 1290

 
	
  

 	
  

 	
 Minnesota, MN 55402

 
	
  

 	
  

 	
 Attention:
 Greektown Administrator

 
	
  

 	
  

 	
 Telecopier:
 612-217-5651 

 
	
  

 	
  

 	
  

 
	
  

 	
 Issuer:

 	
 [Name and Address of Issuer]

 
	
  

 	
  

 	
 Attention:
 [________________]

 
	
  

 	
  

 	
 Telecopier:
 [________________] 

 


EXHIBIT B-2






          Any party
may change its address for notices in the manner set forth above.


          Section
10. Termination. The obligations of the Issuer to the
Collateral Agent pursuant to this Control Agreement shall continue in effect
until the security interests of the Collateral Agent in the Pledged Shares have
been terminated pursuant to the terms of the Security Agreement and the
Collateral Agent has notified the Issuer of such termination in writing. The
Collateral Agent agrees to provide Notice of Termination in substantially the
form of Exhibit A hereto to the Issuer upon the request of the Pledgor on or
after the termination of the Collateral Agent’s security interest in the
Pledged Shares pursuant to the terms of the Security Agreement. The termination
of this Control Agreement shall not terminate the Pledged Shares or alter the
obligations of the Issuer to the Pledgor pursuant to any other agreement with
respect to the Pledged Shares.


          Section
11. Counterparts. This Agreement may be executed in
any number of counterparts, all of which shall constitute one and the same
instrument, and any party hereto may execute this Agreement by signing and
delivering one or more counterparts.


	
  

 	
  

 	
  

 
	
  

 	
 [NAME OF
 PLEDGOR],

 
	
  

 	
 as Pledgor

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 
	
  

 	
 Title:

 
	
  

 	
  

 	
  

 
	
  

 	
 WILMINGTON
 TRUST FSB,

 
	
  

 	
 as
 Collateral Agent

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 
	
  

 	
 Title:

 
	
  

 	
  

 	
  

 
	
  

 	
 [NAME OF
 ISSUER] 

 
	
  

 	
 as Issuer

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 
	
  

 	
 Title:

 


EXHIBIT B-3






Exhibit A


[Letterhead of Collateral Agent]


[Date]


[Name and
Address of Issuer]

Attention: [_________________]


Re: Termination of Control Agreement


          You are
hereby notified that the Uncertificated Securities Control Agreement between
you, [Name of Pledgor] (the “Pledgor”) and the undersigned (a copy of
which is attached) is terminated and you have no further obligations to the
undersigned pursuant to such Agreement. Notwithstanding any previous
instructions to you, you are hereby instructed to accept all future directions
with respect to Pledged Shares (as defined in the Uncertificated Control
Agreement) from the Pledgor. This notice terminates any obligations you may
have to the undersigned with respect to the Pledged Shares, however nothing
contained in this notice shall alter any obligations which you may otherwise
owe to the Pledgor pursuant to any other agreement.


          You are
instructed to deliver a copy of this notice by facsimile transmission to the
Pledgor.


	
  

 	
  

 	
  

 
	
  

 	
 Very truly
 yours,

 
	
  

 	
 Wilmington Trust FSB,

 
	
  

 	
 as
 Collateral Agent

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 
	
  

 	
 Title:

 


EXHIBIT B-4








EXHIBIT C

TO PLEDGE AND SECURITY AGREEMENT 


SECURITIES ACCOUNT CONTROL AGREEMENT


          This
Securities Account Control Agreement dated as of [_________], 20[__] (this “Agreement”) among [___________________]
(the “Debtor”), Comerica Bank, in
its capacity as collateral agent for the First Lien Claimholders (as defined in
the Intercreditor Agreement referenced below) (including its successors and
assigns from time to time, the “First Lien
Collateral Agent”), Wilmington Trust FSB, in its capacity as collateral agent for the Second Lien
Claimholders (as defined in the Intercreditor Agreement referenced below)
(including its successors and assigns from time to time, the “Second Lien Collateral Agent”, and together
with the First Lien Collateral Agent, the “Collateral
Lien Holders”) and [___________________], in its capacity as a
“securities intermediary” as defined in Section 8-102 of the UCC (in such
capacity, the “Securities Intermediary”).
Capitalized terms used but not defined herein shall have the meaning assigned
in the Collateral Agency and Intercreditor Agreement, dated as of June 30, 2010
(as amended, restated, supplemented or otherwise modified from time to time,
the “Intercreditor Agreement”)
among the Debtor, the Second Lien Collateral Agent and the other parties party
thereto. All references herein to the “UCC”
shall mean the Uniform Commercial Code as in effect in the State of New York. 


          Section 1. Priority of Lien. Pursuant to
that certain Pledge and Security Agreement dated as of June 30, 2010 (as
amended, restated, supplemented or otherwise modified from time to time, the “First Lien Security Agreement”), among the
Debtor, the other grantors party thereto and the First Lien Collateral Agent,
and that certain Pledge and Security Agreement dated as of June 30, 2010 (as
amended, restated, supplemented or otherwise modified from time to time, the “Second Lien Security Agreement”; and
together with the First Lien Security Agreement, the “Security Agreements”), among the Debtor, the
other grantors party thereto and the Second Lien Collateral Agent, the Debtor
has granted a security interest in all of the Debtor’s rights in the Securities
Account referred to in Section 2 below to each of the First Lien Collateral
Agent and the Second Lien Collateral Agent, respectively. The First Lien
Collateral Agent and Second Lien Collateral Agent, the Debtor and the
Securities Intermediary are entering into this Agreement to perfect each of the
First Lien Collateral Agent’s and the Second Lien Collateral Agent’s security
interests in such Securities Account. As between the First Lien Collateral
Agent and the Second Lien Collateral Agent, the First Lien Collateral Agent
shall have a first priority security interest in such Securities Account and the
Second Lien Collateral Agent shall have a second priority security interest in
such Securities Account in accordance with the terms of the Intercreditor
Agreement. The Securities Intermediary hereby acknowledges that it has received
notice of the security interests of the First Lien Collateral Agent and the
Second Lien Collateral Agent in such Securities Account and hereby acknowledges
and consents to such liens. 


          Section 2. Establishment of Securities Account.
The Securities Intermediary hereby confirms and agrees that: 


          (a)
The Securities Intermediary has established account number [_______] in the name “[__________]” (such account and any
successor account, the “Securities Account”)
and the Securities Intermediary shall not change the name or account number of
the Securities Account without the prior written consent of (i) prior to
delivery of a Notice of Termination of First Lien Obligations sent by the First
Lien Collateral Agent in the form of Exhibit A attached hereto (“Notice of Termination of First Lien Obligations”),
the First Lien Collateral Agent, (ii) subsequent to delivery of a Notice of
Termination of First Lien Obligations sent by the First Lien 


EXHIBIT C-1






Collateral
Agent, the Second Lien Collateral Agent, and (iii) prior to delivery pursuant
to Section 9(a) of a Blocking Notice delivered by the First Lien Collateral
Agent or Second Lien Collateral Agent, as applicable, in substantially the form
set forth in Exhibit B attached hereto (“Blocking
Notice”), the Debtor; 


          (b)
All securities or other property underlying any financial assets credited to
the Securities Account shall be registered in the name of the Securities
Intermediary, indorsed to the Securities Intermediary or in blank or credited to
another securities account maintained in the name of the Securities
Intermediary and in no case will any financial asset credited to the Securities
Account be registered in the name of the Debtor, payable to the order of the
Debtor or specially indorsed to the Debtor except to the extent the foregoing
have been specially indorsed to the Securities Intermediary or in blank; 


          (c)
All property delivered to the Securities Intermediary pursuant to any Security
Agreement will be promptly credited to the Securities Account; and 


          (d)
The Securities Account is a “securities account” within the meaning of Section
8-501 of the UCC. 


          Section 3. “Financial Assets” Election. The
Securities Intermediary hereby agrees that each item of property (including,
without limitation, any investment property, financial asset, security,
instrument, general intangible or cash) credited to the Securities Account
shall be treated as a “financial asset” within the meaning of Section
8-102(a)(9) of the UCC. 


          Section 4. Control of the Securities Account.
If at any time prior to delivery of a Notice of Termination of First Lien
Obligations by the First Lien Collateral Agent the Securities Intermediary
shall receive any order from the First Lien Collateral Agent directing transfer
or redemption of any financial asset relating to the Securities Account, the
Securities Intermediary shall comply with such entitlement order without
further consent by the Debtor or any other person. If at any time the Securities
Intermediary shall receive any entitlement order from the Second Lien
Collateral Agent directing transfer or redemption of any financial asset
relating to the Securities Account, the Securities Intermediary shall comply
with such entitlement order without further consent by the Debtor or any other
person; provided that, prior to receipt by the Securities Intermediary
of a Notice of Termination of First Lien Obligations sent by the First Lien
Collateral Agent, the Securities Intermediary shall not comply with any
entitlement order issued by the Second Lien Collateral Agent without the
written consent of the First Lien Collateral Agent. The Securities Intermediary
shall comply with entitlement orders from the Debtor directing transfer or
redemption of any financial asset relating to the Securities Account until such
time as the Securities Intermediary has received a Blocking Notice delivered
pursuant to Section 9(a). Until such time as the Securities Intermediary has
received a Blocking Notice delivered under Section 9(a), the Securities
Intermediary shall be entitled to distribute to the Debtor all income on the
financial assets in the Securities Account. If the Debtor is otherwise entitled
to issue entitlement orders and such orders conflict with any entitlement order
issued by the First Lien Collateral Agent or the Second Lien Collateral Agent
(either with the written consent of the First Lien Collateral Agent or
following the receipt by Securities Intermediary of a Notice of Termination of
First Lien Obligations sent by the First Lien Collateral Agent), if applicable,
the Securities Intermediary shall follow the orders issued by the applicable
Collateral Lien Holder. 


          Section 5. Subordination of Lien; Waiver of Set-Off.
In the event that the Securities Intermediary has or subsequently obtains by
agreement, by operation of law or otherwise a security interest in the
Securities Account or any security entitlement credited thereto, the 


EXHIBIT C-2






Securities
Intermediary hereby agrees that such security interest shall be subordinate to
the security interest of the Collateral Lien Holders. The financial assets and
other items deposited to the Securities Account will not be subject to
deduction, set-off, banker’s lien, or any other right in favor of any person
other than the Collateral Lien Holders (except that the Securities Intermediary
may set off (i) all amounts due to the Securities Intermediary in respect of
customary fees and expenses for the routine maintenance and operation of the
Securities Account and (ii) the face amount of any checks which have been
credited to such Securities Account but are subsequently returned unpaid
because of uncollected or insufficient funds). 


          Section 6. Choice of Law. This Agreement
and the Securities Account shall each be governed by the laws of the State of
[New York]. Regardless of any provision in any other agreement, for purposes of
the UCC, [New York] shall be deemed to be the Securities Intermediary’s
jurisdiction (within the meaning of Section 8-110 of the UCC) and the
Securities Account (as well as the securities entitlements related thereto)
shall be governed by the laws of the State of [New York]. 


          Section 7. Conflict with Other Agreements. 


          (a)
In the event of any conflict between this Agreement (or any portion thereof)
and any other agreement now existing or hereafter entered into, the terms of
this Agreement shall prevail; 


          (b)
No amendment or modification of this Agreement or waiver of any right hereunder
shall be binding on any party hereto unless it is in writing and is signed by
all of the parties hereto; 


          (c)
The Securities Intermediary hereby confirms and agrees that: 


	
  

 	
  

 	
  

 
	
  

 	
           (i)
 There are no other control agreements entered into between the Securities
 Intermediary and the Debtor with respect to the Securities Account; 

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
           (ii)
 It has not entered into, and until the termination of this Agreement, will
 not enter into, any agreement with any other person relating to the
 Securities Account and/or any financial assets credited thereto pursuant to
 which it has agreed to comply with entitlement orders (as defined in Section
 8-102(a)(8) of the UCC) of such other person; and 

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
           (iii)
 It has not entered into, and until the termination of this Agreement, will
 not enter into, any agreement with the Debtor or either Collateral Lien
 Holder purporting to limit or condition the obligation of the Securities
 Intermediary to comply with entitlement orders as set forth in Section 4
 hereof. 

 	
  

 


          Section 8. Adverse Claims. Except for the
claims and interest of the Collateral Lien Holders and of the Debtor in the
Securities Account, the Securities Intermediary does not know of any claim to,
or interest in, the Securities Account or in any “financial asset” (as defined
in Section 8-102(a) of the UCC) credited thereto. If any person asserts any
lien, encumbrance or adverse claim (including any writ, garnishment, judgment,
warrant of attachment, execution or similar process) against the Securities
Account or in any financial asset carried therein, the Securities Intermediary
will promptly notify the Collateral Lien Holders and the Debtor thereof. 


EXHIBIT C-3






          Section 9. Maintenance of Securities Account.
In addition to, and not in lieu of, the obligation of the Securities
Intermediary to honor entitlement orders as agreed in Section 3 hereof, the
Securities Intermediary agrees to maintain the Securities Account as follows: 


          (a)
Blocking Notice. If at any time the First Lien Collateral Agent or,
after delivery of a Notice of Termination of First Lien Obligations sent by the
First Lien Collateral Agent, the Second Lien Collateral Agent, as the case may
be, delivers to the Securities Intermediary a Blocking Notice in substantially
the form set forth in Exhibit B hereto, the Securities Intermediary agrees that
after receipt of such notice, it will take all instruction with respect to the
Securities Account solely from the applicable Collateral Lien Holder. 


          (b)
Voting Rights. Until such time as the Securities Intermediary receives a
Blocking Notice pursuant to subsection (a) of this Section 9, the Debtor shall
direct the Securities Intermediary with respect to the voting of any financial
assets credited to the Securities Account. 


          (c)
Permitted Investments. Until such time as the Securities Intermediary
receives a Blocking Notice signed by the applicable Collateral Lien Holder, the
Debtor shall direct the Securities Intermediary with respect to the selection
of investments to be made for the Securities Account. 


          (d)
Statements and Confirmations. The Securities Intermediary will promptly
send copies of all statements, confirmations and other correspondence concerning
the Securities Account and/or any financial assets credited thereto
simultaneously to each of the Debtor and the Collateral Lien Holders at the
address for each set forth in Section 13 of this Agreement. 


          (e)
Tax Reporting. All items of income, gain, expense and loss recognized in
the Securities Account shall be reported to the Internal Revenue Service and
all state and local taxing authorities under the name and taxpayer
identification number of the Debtor. 


          Section 10. Representations, Warranties and Covenants
of the Securities Intermediary. The Securities Intermediary hereby
makes the following representations, warranties and covenants: 


          (a)
The Securities Account has been established as set forth in Section 1 above and
such Securities Account will be maintained in the manner set forth herein until
termination of this Agreement; and 


          (b)
This Agreement is the valid and legally binding obligation of the Securities
Intermediary. 


          Section 11. Indemnification of Securities Intermediary.
The Debtor and the Collateral Lien Holders hereby agree that (a) the Securities
Intermediary is released from any and all liabilities to the Debtor and the
Collateral Lien Holders arising from the terms of this Agreement and the
compliance of the Securities Intermediary with the terms hereof, except to the
extent that such liabilities arise from the Securities Intermediary’s
negligence and (b) the Debtor, its successors and assigns shall at all times
indemnify and save harmless the Securities Intermediary from and against any
and all claims, actions and suits of others arising out of the terms of this
Agreement or the compliance of the Securities Intermediary with the terms
hereof, except to the extent that such arises from the Securities
Intermediary’s negligence, and from and against any and all liabilities,
losses, damages, costs, charges, counsel fees and other expenses of every
nature and character arising by reason of the same, until the termination of
this Agreement. 


EXHIBIT C-4






          Section
12. Successors; Assignment. The terms of this Agreement shall be binding upon, and shall inure to
the benefit of, the parties hereto and their respective corporate successors or
heirs and personal representatives who obtain such rights solely by operation
of law. Each Collateral Lien Holder may assign its rights hereunder only with
the express written consent of the Securities Intermediary and by sending
written notice of such assignment to the Debtor. 


          Section 13. Notices. Any notice, request or
other communication required or permitted to be given under this Agreement
shall be in writing and deemed to have been properly given when delivered in
person, or when sent by telecopy or other electronic means and electronic
confirmation of error free receipt is received or two (2) days after being sent
by certified or registered United States mail, return receipt requested,
postage prepaid, addressed to the party at the address set forth below. 


	
  

 	
  

 	
  

 
	
  

 	
 Debtor:

 	
 [Name and Address of
 Debtor]

 
	
  

 	
  

 	
 555 East Lafayette

 
	
  

 	
  

 	
 Detroit, MI 48226

 
	
  

 	
  

 	
 Attention: Clifford J.
 Vallier

 
	
  

 	
  

 	
 Fax No.: (313) 962-9263

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 With a copy (which shall
 not constitute notice) to:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Dechert LLP

 
	
  

 	
  

 	
 1095 Avenue of the
 Americas

 
	
  

 	
  

 	
 New York, NY 10036

 
	
  

 	
  

 	
 Attention: Allan S.
 Brilliant, Esq.

 
	
  

 	
  

 	
 Fax No.: (212) 698-0612

 
	
  

 	
  

 	
  

 
	
  

 	
 First Lien Collateral
 Agent:

 	
 Comerica Bank

 
	
  

 	
  

 	
 One Detroit Center

 
	
  

 	
  

 	
 500 Woodward Avenue –
 MC3242

 
	
  

 	
  

 	
 Detroit, MI 48226

 
	
  

 	
  

 	
 Attention: Group Manager,
 Metropolitan Banking – D

 
	
  

 	
  

 	
 Fax: (313) 222-3756

 
	
  

 	
  

 	
  

 
	
  

 	
 Second Lien Collateral
 Agent:

 	
 Wilmington Trust FSB

 
	
  

 	
  

 	
 Corporate Capital Markets

 
	
  

 	
  

 	
 50 South Sixth Street,
 Suite 1290

 
	
  

 	
  

 	
 Minnesota, MN 55402

 
	
  

 	
  

 	
 Attention: Greektown
 Administrator

 
	
  

 	
  

 	
 Telecopier: 612-217-5651

 
	
  

 	
  

 	
  

 
	
  

 	
 Securities Intermediary:

 	
 [Name and Address of
 Securities Intermediary]

 
	
  

 	
  

 	
 Attention:
 [_______________]

 
	
  

 	
  

 	
 Telecopier:
 [_______________]

 


          Any
party may change its address for notices in the manner set forth above. 


          Section 14. Termination. The obligations of
the Securities Intermediary to the Collateral Lien Holders pursuant to this
Agreement shall continue in effect until the security interest of both
Collateral Lien Holders in the Securities Account has been terminated pursuant
to the terms of the Security Agreements and the applicable Collateral Lien
Holder has notified the 


EXHIBIT C-5






Securities
Intermediary of such termination in writing. The Collateral Lien Holders agree
to provide Notice of Termination in substantially the form of Exhibit C hereto
to the Securities Intermediary upon the request of the Debtor on or after the
termination of such Collateral Lien Holder’s security interest in the
Securities Account pursuant to the terms of the applicable Security Agreement.
The termination of this Agreement shall not terminate the Securities Account or
alter the obligations of the Securities Intermediary to the Debtor pursuant to
any other agreement with respect to the Securities Account. 


          Section 15. Counterparts. This Agreement
may be executed in any number of counterparts, all of which shall constitute
one and the same instrument, and any party hereto may execute this Agreement by
signing and delivering one or more counterparts. 


          Section
16. Second Lien Collateral Agent. In connection with its appointment and acting hereunder, the Second
Lien Collateral Agent is entitled to all the rights, privileges, protections
and immunities provided to the Second Lien Collateral Agent under the Second
Lien Security Agreement and the Intercreditor Agreement. 


EXHIBIT C-6






          IN
WITNESS WHEREOF, the parties hereto have caused this Securities Account Control
Agreement to be executed as of the date first above written by their respective
officers thereunto duly authorized.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  [DEBTOR],

 	
  

 
	
  

 	
 as Debtor

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
 Name:

 	
  

 
	
  

 	
 Title:

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 COMERICA
 BANK,

 	
  

 
	
  

 	
 as First Lien Collateral
 Agent

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
 Name:

 	
  

 
	
  

 	
 Title:

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 WILMINGTON
 TRUST FSB,

 	
  

 
	
  

 	
 as Second Lien Collateral
 Agent

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 	
  

 
	
  

 	
 Name:

 	
  

 
	
  

 	
 Title:

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  [NAME OF
 SECURITIES

 	
  

 
	
  

 	
 INTERMEDIARY],

 	
  

 
	
  

 	
 as Securities Intermediary

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
 Name:

 	
  

 
	
  

 	
 Title:

 	
  

 


EXHIBIT
C-7






EXHIBIT A 

TO SECURITIES ACCOUNT CONTROL AGREEMENT 


NOTICE OF TERMINATION OF FIRST LIEN OBLIGATIONS


[Name of Financial
Institution]

[Address] 


WILMINGTON TRUST FSB 

[ADDRESS] 

Attention: 


Re:      Securities Account Control Agreement dated as of _____, 20__ (as amended,
restated, supplemented or otherwise modified from time to time, the “Control
Agreement”) by and among [NAME OF DEBTOR] (the “Company”), Comerica Bank, as
First Lien Collateral Agent (in such capacity, the “First Lien Collateral
Agent”), Wilmington Trust FSB, as Second Lien Collateral Agent (in such
capacity, the “Second Lien Collateral Agent”) and [NAME OF FINANCIAL
INSTITUTION] re securities account number ________________ and all financial
assets credited thereto (the “Account”). 


Ladies
and Gentlemen: 


          You
are hereby notified that there has been a Discharge of First Lien Obligations.
You are hereby instructed that you may comply with entitlement orders
originated by the Second Lien Collateral Agent directing transfer or redemption
of any financial asset relating to the Account without our consent, the consent
of the Company or the consent of any other person. 


          Capitalized
terms used but not defined herein shall have the meanings set forth in the
Control Agreement. 


	
  

 	
  

 	
  

 
	
  

 	
 Sincerely,

 
	
  

 	
  

 	
  

 
	
  

 	
 COMERICA BANK,

 
	
  

 	
 as First Lien Collateral
 Agent

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Authorized
 Signatory

 
	
 Cc: [Debtor]

 	
  

 	
  

 


EXHIBIT
C-8






EXHIBIT B 

TO SECURITIES ACCOUNT CONTROL AGREEMENT 


[Letterhead
of applicable Collateral Lien Holder] 


[Date]



[Name
and Address of Securities Intermediary] 


Attention:



	
  

 	
  

 
	
  

 	
 Re: Blocking Notice 

 


Ladies
and Gentlemen: 


          As
referenced in the Securities Account Control Agreement dated as of _______,
20__ among [Name of Debtor] (the “Debtor”), you, [Name of other Collateral
Agent] and the undersigned (a copy of which is attached), we hereby give you
notice of our sole control over securities account number ____________ (the “Securities Account”) and all financial
assets credited thereto. You are hereby instructed not to accept any direction,
instructions or entitlement orders with respect to the Securities Account or
the financial assets credited thereto from any person other than the
undersigned, unless otherwise ordered by a court of competent jurisdiction. 


          You
are instructed to deliver a copy of this notice by facsimile transmission to [Name of Debtor]. 


	
  

 	
  

 	
  

 
	
  

 	
 Very truly yours,

 
	
  

 	
  

 	
  

 
	
  

 	
 [FIRST LIEN COLLATERAL

 
	
  

 	
 AGENT/SECOND LIEN
 COLLATERAL

 
	
  

 	
 AGENT],

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 [Authorized Signatory /
 Name:

 
	
  

 	
 Title:]

 
	
  

 	
  

 	
  

 
	
 cc: [Name of Debtor]

 	
  

 	
  

 


EXHIBIT
C-9






EXHIBIT C 

TO SECURITIES ACCOUNT CONTROL AGREEMENT 


[Letterhead
of applicable Collateral Lien Holder] 


[Date]



 [Name and Address of Securities Intermediary]



Attention:



	
  

 	
  

 
	
  

 	
 Re: Termination of
 Securities Account Control Agreement 

 


          You
are hereby notified that the Securities Account Control Agreement dated as of
_______, 20__ among you, [Name of Debtor],
[Name of other Collateral Agent] and the undersigned (a copy of
which is attached) is terminated and you have no further obligations to the
undersigned pursuant to such Agreement. Notwithstanding any previous
instructions to you, you are hereby instructed to accept all future directions
with respect to account number(s) from [Name
of Debtor]. This notice terminates any obligations you may have to
the undersigned with respect to such account, however nothing contained in this
notice shall alter any obligations which you may otherwise owe to [Name of Debtor] pursuant to any other
agreement. 


          You
are instructed to deliver a copy of this notice by facsimile transmission to [Name of Debtor]. 


	
  

 	
  

 	
  

 
	
  

 	
 Very truly yours,

 
	
  

 	
  

 
	
  

 	
 [FIRST LIEN COLLATERAL

 
	
  

 	
 AGENT/SECOND LIEN
 COLLATERAL

 
	
  

 	
 AGENT],

 
	
  

 	
 as [FIRST LIEN COLLATERAL

 
	
  

 	
 AGENT/SECOND LIEN
 COLLATERAL

 
	
  

 	
 AGENT]

 
	
  

 	
  

 
	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 [Authorized Signatory /
 Name:

 
	
  

 	
 Title:]

 


EXHIBIT
C-10






EXHIBIT D 

TO PLEDGE AND SECURITY AGREEMENT 


DEPOSIT ACCOUNT CONTROL AGREEMENT


          This
Deposit Account Control Agreement dated as of [_________], 20[__] (this “Agreement”) among [___________________]
(the “Debtor”), Comerica Bank, in
its capacity as collateral agent for the First Lien Claimholders (as defined in
the Intercreditor Agreement referenced below) (including its successors and
assigns from time to time, the “First Lien
Collateral Agent”), Wilmington Trust FSB, in its capacity as
collateral agent for the Second Lien Claimholders (as defined in the
Intercreditor Agreement referenced below) (including its successors and assigns
from time to time, the “Second Lien
Collateral Agent”, and together with the First Lien Collateral
Agent, the “Collateral Lien Holders”)
and [___________________], in its capacity as a “bank” as defined in Section
9-102 of the UCC (in such capacity, the “Financial
Institution”). Capitalized terms used but not defined herein shall
have the meaning assigned in the Collateral Agency and Intercreditor Agreement,
dated as of June 30, 2010 (as amended, restated, supplemented or otherwise
modified from time to time, the “Intercreditor
Agreement”) among the Debtor, the First Lien Collateral Agent, the
Second Lien Collateral Agent and the other parties party thereto. All
references herein to the “UCC”
shall mean the Uniform Commercial Code as in effect from time to time in the
State of New York. 


          Section 1. Priority of Lien. Pursuant to
that certain Pledge and Security Agreement dated as of June 30, 2010 (as
amended, restated, supplemented or otherwise modified from time to time, the “First Lien Security Agreement”), among the
Debtor, the other grantors party thereto and the First Lien Collateral Agent,
and that certain Pledge and Security Agreement dated as of June 30, 2010 (as
amended, restated, supplemented or otherwise modified from time to time, the “Second Lien Security Agreement”; and
together with the First Lien Security Agreement, the “Security Agreements”), among the Debtor,
the other grantors party thereto and the Second Lien Collateral Agent, the
Debtor has granted a security interest in all of the Debtor’s rights in the
Deposit Account referred to in Section 2 below to each of the First Lien
Collateral Agent and the Second Lien Collateral Agent, respectively. The First
Lien Collateral Agent and Second Lien Collateral Agent, the Debtor and the
Financial Institution are entering into this Agreement to perfect each of the
First Lien Collateral Agent’s and the Second Lien Collateral Agent’s security
interests in such Deposit Account. As between the First Lien Collateral Agent
and the Second Lien Collateral Agent, the First Lien Collateral Agent shall
have a first priority security interest in such Deposit Account and the Second
Lien Collateral Agent shall have a second priority security interest in such
Deposit Account in accordance with the terms of the Intercreditor Agreement.
The Financial Institution hereby acknowledges that it has received notice of
the security interests of the First Lien Collateral Agent and the Second Lien
Collateral Agent in such Deposit Account and hereby acknowledges and consents
to such liens. 


          Section 2. Establishment of Deposit Account.
The Financial Institution hereby confirms and agrees that: 


          (a)
The Financial Institution has established account number [_______] in the name “[__________]” (such account and any
successor account, the “Deposit Account”)
and the Financial Institution shall not change the name or account number of
the Deposit Account without the prior written consent of the First Lien
Collateral Agent and the Second Lien Collateral Agent; and 


EXHIBIT D-1






          (b)
The Deposit Account is a “deposit account” within the meaning of Section
9-102(a)(29) of the UCC. 


          Section 3. Control of the Deposit Account.
If at any time prior to the delivery of the Notice of Termination in the form
attached as Exhibit A by the First Lien Collateral Agent (“Notice of
Termination of First Lien Obligations”), the Financial Institution shall
receive any instructions originated by the First Lien Collateral Agent
directing the disposition of funds in the Deposit Account, the Financial
Institution shall comply with such instructions without further consent by the
Debtor or any other person. If at any time the Financial Institution shall
receive any instructions originated by the Second Lien Collateral Agent
directing the disposition of funds in the Deposit Account, the Financial
Institution shall comply with such instructions without further consent by the
Debtor or any other person; provided that, prior to receipt by the
Financial Institution of a Notice of Termination of First Lien Obligations sent
by the First Lien Collateral Agent, the Financial Institution shall not comply
with instructions originated by Second Lien Collateral Agent without the
written consent of the First Lien Collateral Agent. The Financial Institution
shall comply with instructions from the Debtor directing the disposition of funds
in the Deposit Account until such time as the Financial Institution has
received a Blocking Notice delivered pursuant to Section 8(a). If the Debtor is
otherwise entitled to issue instructions directing the disposition of funds in
the Deposit Account and such instructions conflict with any instructions issued
by the First Lien Collateral Agent or the Second Lien Collateral Agent (either
with the written consent of the First Lien Collateral Agent or following the
receipt by Financial Institution of a Notice of Termination of First Lien
Obligations sent by the First Lien Collateral Agent), if applicable, the
Financial Institution shall follow the instructions issued by the applicable
Collateral Lien Holder. The Financial Institution hereby acknowledges that it
has received notice of the security interest of the Collateral Lien Holders in
the Deposit Account and hereby acknowledges and consents to such liens. 


          Section 4. Subordination of Lien; Waiver of Set-Off.
In the event that the Financial Institution has or subsequently obtains by
agreement, by operation of law or otherwise a security interest in the Deposit
Account or any funds credited thereto, the Financial Institution hereby agrees
that such security interest shall be subordinate to the security interest of
the Collateral Lien Holders. Money and other items credited to the Deposit
Account will not be subject to deduction, set-off, banker’s lien, or any other
right in favor of any person other than the Collateral Lien Holders (except
that the Financial Institution may set off (i) all amounts due to the Financial
Institution in respect of customary fees and expenses for the routine
maintenance and operation of the Deposit Account and (ii) the face amount of
any checks which have been credited to such Deposit Account but are
subsequently returned unpaid because of uncollected or insufficient funds). 


          Section 5. Choice of Law. This Agreement
and the Deposit Account shall each be governed by the laws of the State of [New
York]. Regardless of any provision in any other agreement, for purposes of the
UCC, [New York] shall be deemed to be the Financial Institution’s jurisdiction
(within the meaning of Section 9-304 of the UCC) and the Deposit Account shall
be governed by the laws of the State of [New York]. 


          Section 6. Conflict with Other Agreements. 


          (a)
In the event of any conflict between this Agreement (or any portion thereof)
and any other agreement now existing or hereafter entered into, the terms of
this Agreement shall prevail; 


EXHIBIT D-2






          (b)
No amendment or modification of this Agreement or waiver of any right hereunder
shall be binding on any party hereto unless it is in writing and is signed by
all of the parties hereto; and 


          (c)
The Financial Institution hereby confirms and agrees that: 


	
  

 	
  

 	
  

 
	
  

 	
           (i)
 There are no other control agreements entered into between the Financial
 Institution and the Debtor with respect to the Deposit Account; 

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
           (ii)
 It has not entered into, and until the termination of this Agreement, will
 not enter into, any agreement with any other person relating to the Deposit
 Account and/or any funds credited thereto pursuant to which it has agreed to
 comply with instructions originated by such persons as contemplated by
 Section 9-104 of the UCC); and 

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
           (iii)
 It has not entered into, and until the termination of this Agreement, will
 not enter into, any agreement with the Debtor or either Collateral Lien
 Holder purporting to limit or condition the obligation of the Financial
 Institution to comply with instructions as set forth in Section 3 hereof; and
 

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
           (iv)
 the Debtor is the sole customer with respect to the Deposit Account 

 	
  

 


          Section
7. Adverse Claims. The
Financial Institution does not know of any liens, claims or encumbrances
relating to the Deposit Account. If any person asserts any lien, encumbrance or
adverse claim (including any writ, garnishment, judgment, warrant of
attachment, execution or similar process) against the Deposit Account, the
Financial Institution will promptly notify the Collateral Lien Holders and the
Debtor thereof. 


          Section 8. Maintenance of Deposit Account.
In addition to, and not in lieu of, the obligation of the Financial Institution
to honor instructions as set forth in Section 3 hereof, the Financial
Institution agrees to maintain the Deposit Account as follows: 


          (a)
Blocking Notice. If at any time the First Lien Collateral Agent or,
after delivery of a Notice of Termination of First Lien Obligations sent by the
First Lien Collateral Agent, the Second Lien Collateral Agent, as the case may
be, delivers to the Financial Institution a Blocking Notice in substantially
the form set forth in Exhibit B hereto, the Financial Institution agrees that
after receipt of such notice, it will take all instruction with respect to the
Deposit Account solely from such Collateral Lien Holder. 


          (b)
Statements and Confirmations. The Financial Institution will promptly
send copies of all statements, confirmations and other correspondence
concerning the Deposit Account simultaneously to each of the Debtor and the
Collateral Lien Holders at the address for each set forth in Section 12 of this
Agreement. 


          (c)
Tax Reporting. All interest, if any, relating to the Deposit Account
shall be reported to the Internal Revenue Service and all state and local
taxing authorities under the name and taxpayer identification number of the
Debtor. 


          Section 9. Representations, Warranties and Covenants
of the Financial Institution. The Financial Institution hereby makes
the following representations, warranties and covenants: 


EXHIBIT D-3






          (a)
The Deposit Account has been established as set forth in Section 1 above and
such Deposit Account will be maintained in the manner set forth herein until
termination of this Agreement; and 


          (b)
This Agreement is the valid and legally binding obligation of the Financial
Institution. 


          Section 10. Indemnification of Financial Institution.
The Debtor and the Collateral Lien Holders hereby agree on behalf of the First
Lien Claimholders and Second Lien Claimholders, respectively, that (a) the
Financial Institution is released from any and all liabilities to the Debtor
and the Collateral Lien Holders arising from the terms of this Agreement and
the compliance of the Financial Institution with the terms hereof, except to
the extent that such liabilities arise from the Financial Institution’s negligence
and (b) the Debtor, its successors and assigns shall at all times indemnify and
save harmless the Financial Institution from and against any and all claims,
actions and suits of others arising out of the terms of this Agreement or the
compliance of the Financial Institution with the terms hereof, except to the
extent that such arises from the Financial Institution’s negligence, and from
and against any and all liabilities, losses, damages, costs, charges, counsel
fees and other expenses of every nature and character arising by reason of the
same, until the termination of this Agreement. 


          Section
11. Successors; Assignment. The terms of this Agreement shall be binding upon, and shall inure to
the benefit of, the parties hereto and their respective corporate successors or
heirs and personal representatives who obtain such rights solely by operation
of law. Each Collateral Lien Holder may assign its rights hereunder by sending
written notice of such assignment to the Debtor and the Financial Institution. 


          Section 12. Notices. Any notice, request or
other communication required or permitted to be given under this Agreement
shall be in writing and deemed to have been properly given when delivered in
person, or when sent by telecopy or other electronic means and electronic
confirmation of error free receipt is received or two (2) days after being sent
by certified or registered United States mail, return receipt requested,
postage prepaid, addressed to the party at the address set forth below. 


	
  

 	
  

 	
  

 
	
  

 	
 Debtor:

 	
 [Name and Address of
 Debtor]

 
	
  

 	
  

 	
 555 East Lafayette

 
	
  

 	
  

 	
 Detroit, MI 48226

 
	
  

 	
  

 	
 Attention: Clifford J.
 Vallier

 
	
  

 	
  

 	
 Fax No.: (313) 962-9263

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 With a copy (which shall
 not constitute notice) to:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Dechert LLP

 
	
  

 	
  

 	
 1095 Avenue of the
 Americas

 
	
  

 	
  

 	
 New York, NY 10036

 
	
  

 	
  

 	
 Attention: Allan S.
 Brilliant, Esq.

 
	
  

 	
  

 	
 Fax No.: (212) 698-0612

 
	
  

 	
  

 	
  

 
	
  

 	
 First Lien Collateral
 Agent:

 	
 Comerica Bank

 
	
  

 	
  

 	
 One Detroit Center

 
	
  

 	
  

 	
 500 Woodward Avenue –
 MC3242

 


EXHIBIT
D-4






	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Detroit, MI 48226

 
	
  

 	
  

 	
 Attention: Group Manager,
 Metropolitan Banking – D

 
	
  

 	
  

 	
 Fax: (313) 222-3756

 
	
  

 	
  

 	
  

 
	
  

 	
 Second Lien Collateral
 Agent:

 	
 Wilmington Trust FSB

 
	
  

 	
  

 	
 Corporate Capital Markets

 
	
  

 	
  

 	
 50 South Sixth Street,
 Suite 1290

 
	
  

 	
  

 	
 Minnesota, MN 55402

 
	
  

 	
  

 	
 Attention: Greektown
 Administrator

 
	
  

 	
  

 	
 Telecopier: 612-217-5651

 
	
  

 	
  

 	
  

 
	
  

 	
 Financial Institution:

 	
 [Name and Address of
 Financial Institution]

 
	
  

 	
  

 	
 Attention:
 [_______________]

 
	
  

 	
  

 	
 Telecopier:
 [_______________]

 


          Any
party may change its address for notices by sending notice of such change to the
other parties hereto in the manner set forth above. 


          Section 13. Termination. The obligations of
the Financial Institution to the Collateral Lien Holders pursuant to this
Agreement shall continue in effect until the security interest of both Collateral
Lien Holders in the Deposit Account has been terminated pursuant to the terms
of the Security Agreements and the applicable Collateral Lien Holder has
notified the Financial Institution of such termination in writing. The
Collateral Lien Holders agree to provide Notice of Termination in substantially
the form of Exhibit A hereto to the Financial Institution upon the request of
the Debtor on or after the termination of such Collateral Lien Holder’s
security interest in the Deposit Account pursuant to the terms of the
applicable Security Agreement. The termination of this Agreement shall not
terminate the Deposit Account or alter the obligations of the Financial
Institution to the Debtor pursuant to any other agreement with respect to the
Deposit Account. 


          Section 14. Counterparts. This Agreement
may be executed in any number of counterparts, all of which shall constitute
one and the same instrument, and any party hereto may execute this Agreement by
signing and delivering one or more counterparts. 


          Section 15. Second Lien Collateral Agent.
In connection with its appointment and acting hereunder, the Second Lien
Collateral Agent is entitled to all the rights, privileges, protections and
immunities provided to the Second Lien Collateral Agent under the Second Lien
Documents and the Intercreditor Agreement. 


EXHIBIT D-5






          IN
WITNESS WHEREOF, the parties hereto have caused this Deposit Account Control
Agreement to be executed as of the date first above written by their respective
officers thereunto duly authorized.


	
  

 	
  

 	
  

 
	
  

 	
  [DEBTOR],

 
	
  

 	
 as Debtor

 
	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 
	
  

 	
 Title:

 
	
  

 	
  

 
	
  

 	
 COMERICA
 BANK,

 
	
  

 	
 as First Lien Collateral
 Agent

 
	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 
	
  

 	
 Title:

 
	
  

 	
  

 
	
  

 	
 WILMINGTON
 TRUST FSB,

 
	
  

 	
 as Second Lien Collateral
 Agent

 
	
  

 	
  

 
	
  

 	
 By:

 
	
  

 	
 Name:

 
	
  

 	
 Title:

 
	
  

 	
  

 
	
  

 	
  [NAME OF
 FINANCIAL INSTITUTION],

 
	
  

 	
 as Financial Institution

 
	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 
	
  

 	
 Title:

 


EXHIBIT D-6







EXHIBIT A 

TO DEPOSIT ACCOUNT CONTROL AGREEMENT 


[Letterhead of the [First
Lien Collateral Agent/Second Lien Collateral Agent]] 


          NOTICE
OF TERMINATION OF [FIRST LIEN/SECOND LIEN] OBLIGATIONS 


[Name of Financial
Institution]

[Address] 


[Comerica Bank 

[_________]] 


Wilmington Trust FSB
[Address]
Attention: 


	
  

 	
  

 
	
 Re:

 	
 Deposit
 Account Control Agreement dated as of [______], 20__ (as amended, restated,
 supplemented or otherwise modified from time to time, the “Control
 Agreement”) by and among [NAME OF DEBTOR] (the “Company”), Comerica Bank, as
 First Lien Collateral Agent (in such capacity, the “First Lien Collateral
 Agent”), Wilmington Trust FSB, as Second Lien Collateral Agent (in such
 capacity, the “Second Lien Collateral Agent”) and [NAME OF FINANCIAL
 INSTITUTION] re deposit account number ________________ in the name of
 ____________ (the “Account”). 

 



Ladies and Gentlemen: 


          You
are hereby notified that there has been a [Discharge of First Lien Obligations/
Discharge of Second Lien Obligations]. You are hereby instructed that you may
comply with instructions issued by the [First Lien Collateral Agent/Second Lien
Collateral Agent] directing disposition of funds in the Account without our
consent, the consent of the Company or the consent of any other person. 


          Capitalized
terms used but not defined herein shall have the meanings set forth in the
Control Agreement. 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 [COMERICA BANK,

 
	
  

 	
  

 	
 as First Lien Collateral
 Agent]

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By:

 	
  

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
 Authorized
 Signatory]

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 [WILMINGTON TRUST FSB,

 
	
  

 	
  

 	
 as Second Lien Collateral
 Agent

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By:

 	
  

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
 Authorized
 Signatory]

 



Cc: [COMPANY]


EXHIBIT D-7






EXHIBIT B

TO DEPOSIT ACCOUNT CONTROL AGREEMENT 


[Letterhead of applicable
Collateral Lien Holder] 


[Date] 


[Name and Address of
Financial Institution] 


Attention: 


	
  

 	
  

 
	
  

 	
 Re:  Blocking
 Notice 

 



Ladies and Gentlemen:


          As
referenced in the Deposit Account Control Agreement dated as of _______, 20__
among [NAME OF THE DEBTOR] (the “Debtor”),
you, [NAME OF OTHER COLLATERAL LIEN HOLDER]
and the undersigned (a copy of which is attached), we hereby give you notice of
our sole control over deposit account number ____________ (the “Deposit Account”) and all funds deposited
therein. You are hereby instructed not to accept any direction, instructions or
orders with respect to the Deposit Account or the funds deposited therein from
the Debtor and shall only accept and follow instructions from the undersigned.  


          You
are instructed to deliver a copy of this notice by facsimile transmission to [NAME OF THE DEBTOR].


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Very truly yours,

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 [FIRST LIEN COLLATERAL

 
	
  

 	
  

 	
 AGENT/SECOND LIEN
 COLLATERAL

 
	
  

 	
  

 	
 AGENT],

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By:

 	
  

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
 [Authorized Signatory /
 Name:

 
	
  

 	
  

 	
 Title:]

 



cc: [NAME OF THE DEBTOR]


EXHIBIT D-8






EXHIBIT E 

TO PLEDGE AND SECURITY AGREEMENT 


FORM OF TRADEMARK SECURITY AGREEMENT


          This
TRADEMARK SECURITY AGREEMENT,
dated as of June 30, 2010 (as it may be amended, restated, supplemented or
otherwise modified from time to time, this “Agreement”),
is made by the entities identified as grantors on the signature pages hereto
(collectively, the “Grantors”) in
favor of Wilmington Trust FSB, as collateral agent for the Secured Parties (in
such capacity, together with its successors and permitted assigns, the “Collateral Agent”). 


          WHEREAS, the Grantors are party to a Pledge
and Security Agreement dated as of June 30, 2010 (the “Pledge and Security Agreement”) among the
Grantors, the other grantors party thereto and the Collateral Agent pursuant to
which the Grantors granted a security interest to the Collateral Agent in the
Trademark Collateral (as defined below) and are required to execute and deliver
this Agreement. 


          NOW, THEREFORE, in consideration of the
foregoing and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Grantors hereby agree with the
Collateral Agent as follows: 


SECTION
1.     Defined Terms 


          Unless
otherwise defined herein, terms defined in the Pledge and Security Agreement
and used herein have the meaning given to them in the Pledge and Security
Agreement. 


SECTION 2.     Grant of Security
Interest in Trademark Collateral 


          SECTION
2.1     Grant of Security 


          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, in each case whether
now owned or hereafter acquired, developed, or created by such Grantor or
otherwise arising in such Grantor and wherever located (collectively, the “Trademark Collateral”): 


                    (a)
 all United States, and foreign trademarks,
trade names, trade dress, corporate names, company names, business names,
fictitious business names, Internet domain names, service marks, certification
marks, collective marks, logos, other source or business identifiers, designs
and general intangibles of a like nature, whether or not registered, and with
respect to any and all of the foregoing: (i) all registrations and applications
therefor including, without limitation, the registrations and applications
required to be listed in Schedule A attached hereto (as such schedule may
be amended or supplemented from time to time), (ii) all extensions or renewals
of any of the foregoing, (iii) all of the goodwill of the business connected
with the use of and symbolized by any of the foregoing, (iv) the right to sue
or otherwise recover for any past, present and future infringement, dilution or
other violation of any of the foregoing or for any injury to the related
goodwill, and (v) all Proceeds of the foregoing, including, without limitation,
license fees, royalties, income, payments, claims, damages, and proceeds of
suit now or hereafter due and/or payable with respect thereto (collectively, “Trademarks”);


EXHIBIT E-1






          (b)
any and all agreements, licenses and covenants providing for the granting of
any right in or to any Trademark or otherwise providing for a covenant not to
sue for infringement, dilution or other violation of any Trademark or
permitting co-existence with respect to a Trademark (whether such Grantor is
licensee or licensor thereunder) including, without limitation, those listed or
required to be listed in Schedule A attached hereto; 


          (c)
all rights to sue or otherwise recover for any past, present and future
infringement, dilution, misappropriation, or other violation or impairment thereof,
including the right to receive all Proceeds therefrom, including without
limitation license fees, royalties, income, payments, claims, damages and
proceeds of suit, now or hereafter due and/or payable with respect thereto; and



          (d)
to the extent not otherwise included, all Proceeds, Supporting Obligations and
products of any and all of the foregoing and all collateral security and
guarantees given by any Person with respect to any of the foregoing. 


SECTION 2.2  Certain Limited Exclusions. 


          Notwithstanding
anything herein to the contrary, in no event shall the Trademark Collateral
include or the security interest granted under Section 2.1 hereof attach to any
“intent-to-use” application for registration of a Trademark filed pursuant to
Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, prior to the filing of a
“Statement of Use” pursuant to Section 1(d) of the Lanham Act or an “Amendment
to Allege Use” pursuant to Section 1(c) of the Lanham Act with respect thereto,
solely to the extent, if any, that, and solely during the period, if any, in
which, the grant of a security interest therein would impair the validity or
enforceability of any registration that issues from such intent-to-use
application under applicable federal law. 


SECTION 3.   Security Agreement 


          The
security interest granted pursuant to this Agreement is granted in conjunction
with the security interest granted to the Collateral Agent for the Secured
Parties pursuant to the Pledge and Security Agreement, and the Grantors hereby
acknowledge and affirm that the rights and remedies of the Collateral Agent
with respect to the security interest in the Trademark Collateral made and
granted hereby are more fully set forth in the Pledge and Security Agreement,
the terms and provisions of which are incorporated by reference herein as if
fully set forth herein. In the event that any provision of this Agreement is
deemed to conflict with the Pledge and Security Agreement, the provisions of
the Pledge and Security Agreement shall control. 


SECTION 4.   Governing Law 


          THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ALL
CLAIMS AND CONTROVERSIES ARISING OUT OF THE SUBJECT MATTER HEREOF WHETHER
SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE SHALL BE GOVERNED BY, AND SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THAT WOULD RESULT IN THE
APPLICATION OF ANY OTHER LAW (OTHER THAN ANY MANDATORY PROVISIONS OF LAW
RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE
SECURITY INTEREST). 


SECTION 5.   Counterparts 


EXHIBIT E-2






          This
Agreement may be executed in one or more counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered
shall be deemed an original, but all such counterparts together shall
constitute but one and the same instrument. 


SECTION 6.   Intercreditor Agreement 


          Notwithstanding
anything herein to the contrary, the lien and security interest granted to the
Second Lien Collateral Agent pursuant to this Agreement and the exercise of any
right or remedy by the Second Lien Collateral Agent hereunder are subject to
the provisions of the Collateral Agency and Intercreditor Agreement, dated as
of June 30, 2010 (as amended, restated, supplemented or otherwise modified from
time to time, the “Intercreditor Agreement”), among Greektown Superholdings,
Inc., the other Grantors party thereto, Comerica Bank, as First Lien
Administrative Agent, Comerica Bank, as First Lien Collateral Agent, Wilmington
Trust FSB, as Second Lien Trustee, and Wilmington Trust FSB, as Second Lien
Collateral Agent and certain other persons party or that may become party
thereto from time to time. In the event of any conflict between the terms of
the Intercreditor Agreement and this Agreement, the terms of the Intercreditor
Agreement shall govern and
control. 


EXHIBIT E-3






IN WITNESS WHEREOF, each
Grantor has caused this Agreement to be executed and delivered by its duly
authorized officer as of the date first set forth above.  


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  [NAME OF
 GRANTOR]

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By:

 	
  

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
  

 	
 Title:

 






	
  

 	
  

 
	
 Accepted and Agreed:

 
	
  

 
	
 WILMINGTON TRUST FSB,

 
	
 as Collateral Agent

 
	
  

 
	
 By:

 	
  

 
	
  

 	

 


 
	
  

 	
 Name:

 
	
  

 	
 Title

 


EXHIBIT E-4






SCHEDULE A 

to

TRADEMARK SECURITY AGREEMENT


TRADEMARK REGISTRATIONS AND APPLICATIONS


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Mark

 	
  

 	
 Serial No.

 	
  

 	
 Filing Date

 	
  

 	
 Registration No.

 	
  

 	
 Registration

 Date

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 


EXHIBIT E-1






EXHIBIT F 

TO PLEDGE AND SECURITY AGREEMENT 


FORM OF PATENT SECURITY AGREEMENT


          This
PATENT SECURITY AGREEMENT, dated
as of ______, 2010 (as it may be amended, restated, supplemented or otherwise
modified from time to time, this “Agreement”),
is made by the entities identified as grantors on the signature pages hereto
(collectively, the “Grantors”) in favor of Wilmington Trust FSB, as collateral
agent for the Secured Parties (in such capacity, together with its successors
and permitted assigns, the “Collateral Agent”).



          WHEREAS, the Grantors are party to a Pledge
and Security Agreement dated as of June 30, 2010 (the “Pledge and Security Agreement”) among the
Grantors, the other grantors party thereto and the Collateral Agent pursuant to
which the Grantors granted a security interest to the Collateral Agent in the
Patent Collateral (as defined below) and are required to execute and deliver
this Agreement. 


          NOW, THEREFORE, in consideration of the
foregoing and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Grantors hereby agree with the
Collateral Agent as follows: 


SECTION. 1.  Defined Terms 


          Unless
otherwise defined herein, terms defined in the Pledge and Security Agreement
and used herein have the meaning given to them in the Pledge and Security
Agreement. 


SECTION 2.  Grant of 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, in each case whether
now owned or hereafter acquired, developed, or created by such Grantor or
otherwise arising in such Grantor and wherever located (collectively, the “Patent Collateral”): 


          (a)
all United States and foreign patents and certificates of invention, or similar
industrial property rights, and applications for any of the foregoing,
including, without limitation: (i) each patent and patent application required
to be listed in Schedule A attached hereto (as such schedule may be amended or
supplemented from time to time), (ii) all reissues, divisions, continuations,
continuations-in-part, extensions, renewals, and reexaminations thereof, (iii)
all patentable inventions and improvements thereto, (iv) the right to sue or
otherwise recover for any past, present and future infringement or other
violation thereof, and (v) all Proceeds of the foregoing, including, without
limitation, license fees, royalties, income, payments, claims, damages, and
proceeds of suit now or hereafter due and/or payable with respect thereto; and  


          (b)
to the extent not otherwise included, all Proceeds, Supporting Obligations and
products of any and all of the foregoing and all collateral security and
guarantees given by any Person with respect to any of the foregoing. 


EXHIBIT F-1






SECTION 3.   Security Agreement 


          The
security interest granted pursuant to this Agreement is granted in conjunction
with the security interest granted to the Collateral Agent for the Secured
Parties pursuant to the Pledge and Security Agreement, and the Grantors hereby
acknowledge and affirm that the rights and remedies of the Collateral Agent
with respect to the security interest in the Patent Collateral made and granted
hereby are more fully set forth in the Pledge and Security Agreement, the terms
and provisions of which are incorporated by reference herein as if fully set
forth herein. In the event that any provision of this Agreement is deemed to
conflict with the Pledge and Security Agreement, the provisions of the Pledge
and Security Agreement shall control. 


SECTION 4.   Governing Law 


          THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ALL
CLAIMS AND CONTROVERSIES ARISING OUT OF THE SUBJECT MATTER HEREOF WHETHER
SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE SHALL BE GOVERNED BY, AND SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THAT WOULD RESULT IN THE
APPLICATION OF ANY OTHER LAW (OTHER THAN ANY MANDATORY PROVISIONS OF LAW
RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE
SECURITY INTEREST). 


SECTION 5.   Counterparts 


          This
Agreement may be executed in one or more counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered
shall be deemed an original, but all such counterparts together shall
constitute but one and the same instrument. 


SECTION 6.   Intercreditor
Agreement  


          Notwithstanding
anything herein to the contrary, the lien and security interest granted to the
Second Lien Collateral Agent pursuant to this Agreement and the exercise of any
right or remedy by the Second Lien Collateral Agent hereunder are subject to
the provisions of the Collateral Agency and Intercreditor Agreement, dated as
of June 30, 2010 (as amended, restated, supplemented or otherwise modified from
time to time, the “Intercreditor Agreement”),
among Greektown Superholdings, Inc., the other Grantors party thereto, Comerica
Bank, as First Lien Administrative Agent, Comerica Bank, as First Lien
Collateral Agent, Wilmington Trust FSB, as Second Lien Trustee, and Wilmington
Trust FSB, as Second Lien Collateral Agent and certain other persons party or
that may become party thereto from time to time. In the event of any conflict
between the terms of the Intercreditor Agreement and this Agreement, the terms
of the Intercreditor Agreement shall govern and control. 


EXHIBIT F-2






          IN
WITNESS WHEREOF, each
Grantor has caused this Agreement to be executed and delivered by its duly
authorized officer as of the date first set forth above. 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  [NAME OF
 GRANTOR]

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By:

 	
  

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
  

 	
 Title:

 






	
  

 	
  

 
	
 Accepted and Agreed:

 
	
  

 
	
 WILMINGTON
 TRUST FSB,

 
	
 as Collateral Agent

 
	
  

 
	
 By:

 	
  

 
	
  

 	

 


 
	
  

 	
 Name:

 
	
  

 	
 Title:

 


EXHIBIT F-3






SCHEDULE A 

to 

PATENT SECURITY AGREEMENT


PATENTS AND PATENT APPLICATIONS


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Title

 	
  

 	
 Application No.

 	
  

 	
 Filing Date

 	
  

 	
 Patent No.

 	
  

 	
 Issue Date

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 


EXHIBIT F-4






EXHIBIT G 

TO PLEDGE AND SECURITY AGREEMENT 


FORM OF COPYRIGHT SECURITY AGREEMENT


          This
COPYRIGHT SECURITY AGREEMENT,
dated as of _______, 2010 (as it may be amended, restated, supplemented or
otherwise modified from time to time, this “Agreement”),
is made by the entities identified as grantors on the signature pages hereto
(collectively, the “Grantors”) in favor of Wilmington Trust FSB, as collateral
agent for the Secured Parties (in such capacity, together with its successors
and permitted assigns, the “Collateral Agent”). 



          WHEREAS, the Grantors are party to a Pledge
and Security Agreement dated as of June 30, 2010 (the “Pledge and Security Agreement”) among the
Grantors and the other grantors party thereto and the Collateral Agent pursuant
to which the Grantors granted a security interest to the Collateral Agent in
the Copyright Collateral (as defined below) and are required to execute and
deliver this Agreement. 


          NOW, THEREFORE, in consideration of the
foregoing and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Grantors hereby agree with the
Collateral Agent as follows: 


SECTION 1.   Defined Terms 


          Unless
otherwise defined herein, terms defined in the Pledge and Security Agreement
and used herein have the meaning given to them in the Pledge and Security
Agreement. 


SECTION 2.   Grant of 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, in each case whether
now owned or hereafter acquired, developed, or created by such Grantor or
otherwise arising in such Grantor and wherever located (collectively, the
“Copyright Collateral”):  


                    (b)
all United States,
and foreign copyrights (whether or not the underlying works of authorship have
been published), including but not limited to copyrights in software and all
rights in and to databases, all designs (including but not limited to
industrial designs, Protected Designs within the meaning of 17 U.S.C. 1301 et.
Seq. and Community designs), and all Mask Works (as defined under 17 U.S.C. 901
of the U.S. Copyright Act), whether registered or unregistered, as well as all
moral rights, reversionary interests, and termination rights, and, with respect
to any and all of the foregoing: (i) all registrations and applications
therefor including, without limitation, the registrations and applications
required to be listed in Schedule A attached hereto (as such schedule
may be amended or supplemented from time to time), (ii) all extensions and
renewals thereof, (iii) the right to sue or otherwise recover for any past,
present and future infringement or other violation thereof, and (iv) all
Proceeds of the foregoing, including, without limitation, license fees, royalties,
income, payments, claims, damages and proceeds of suit now or hereafter due
and/or payable with respect thereto (collectively, “Copyrights”);  


                    (c)
any and all
agreements, licenses and covenants providing for the granting of any exclusive
right to such Grantor in or to any registered Copyright or otherwise providing
for a covenant not to sue for infringement or other violation of any Copyright
(whether such Grantor 


EXHIBIT G-1






is
licensee or licensor thereunder) including, without limitation, each agreement
required to be listed in Schedule A attached hereto, and the right to sue or
otherwise recover for past, present and future infringement, dilution,
misappropriation, or other violation or impairment thereof, including the right
to receive all Proceeds therefrom, including without limitation license fees,
royalties, income, payments, claims, damages and proceeds of suit, now or
hereafter due and/or payable with respect thereto; and 


                    (c)
to the extent not otherwise included, all Proceeds, Supporting Obligations, and
products of any and all of the foregoing and all collateral security and
guarantees given by any Person with respect to any of the foregoing. 


SECTION 3.   Security Agreement 


          The
security interest granted pursuant to this Agreement is granted in conjunction
with the security interest granted to the Collateral Agent for the Secured
Parties pursuant to the Pledge and Security Agreement, and the Grantors hereby
acknowledge and affirm that the rights and remedies of the Collateral Agent
with respect to the security interest in the Copyright Collateral made and
granted hereby are more fully set forth in the Pledge and Security Agreement,
the terms and provisions of which are incorporated by reference herein as if
fully set forth herein. In the event that any provision of this Agreement is
deemed to conflict with the Pledge and Security Agreement, the provisions of
the Pledge and Security Agreement shall control. 


SECTION 4.   Governing Law 


          THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ALL
CLAIMS AND CONTROVERSIES ARISING OUT OF THE SUBJECT MATTER HEREOF WHETHER
SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE SHALL BE GOVERNED BY, AND SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THAT WOULD RESULT IN THE
APPLICATION OF ANY OTHER LAW (OTHER THAN ANY MANDATORY PROVISIONS OF LAW
RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE
SECURITY INTEREST). 


SECTION 5.   Counterparts 


          This
Agreement may be executed in one or more counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered
shall be deemed an original, but all such counterparts together shall
constitute but one and the same instrument. 


SECTION 6.   Intercreditor Agreement 


          Notwithstanding
anything herein to the contrary, the lien and security interest granted to the
Second Lien Collateral Agent pursuant to this Agreement and the exercise of any
right or remedy by the Second Lien Collateral Agent hereunder are subject to
the provisions of the Collateral Agency and Intercreditor Agreement, dated as
of June 30, 2010 (as amended, restated, supplemented or otherwise modified from
time to time, the “Intercreditor Agreement”),
among Greektown Superholdings, Inc., the other Grantors party thereto, Comerica
Bank, as First Lien Administrative Agent, Comerica Bank, as First Lien
Collateral Agent, Wilmington Trust FSB, as Second Lien Trustee, and Wilmington
Trust FSB, as Second Lien Collateral Agent and certain other persons party or
that may become party thereto from time to time. In the event of any 


EXHIBIT G-2






conflict
between the terms of the Intercreditor Agreement and this Agreement, the terms
of the Intercreditor Agreement shall govern and control. 


EXHIBIT G-3






          IN
WITNESS WHEREOF, each
Grantor has caused this Agreement to be executed and delivered by its duly
authorized officer as of the date first set forth above. 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  [NAME OF
 GRANTOR]

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By:

 	
  

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
  

 	
 Title:

 






	
  

 	
  

 
	
 Accepted and Agreed:

 
	
  

 
	
 WILMINGTON
 TRUST FSB,

 
	
 as Collateral Agent

 
	
  

 
	
 By:

 	
  

 
	
  

 	

 


 
	
  

 	
 Name:

 
	
  

 	
 Title:

 


EXHIBIT G-4






SCHEDULE A

to 

COPYRIGHT SECURITY AGREEMENT


COPYRIGHT REGISTRATIONS AND APPLICATIONS


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Title

 	
  

 	
 Application No.

 	
  

 	
 Filing Date

 	
  

 	
 Registration No.

 	
  

 	
 Registration

 Date

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 


EXCLUSIVE COPYRIGHT LICENSES


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Description of Copyright

 License

 	
  

 	
 Name of Licensor

 	
  

 	
 Registration Number of

 underlying Copyright

 
	

 


 	
  

 	

 


 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 
	

 


 	
  

 	

 


 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 
	

 


 	
  

 	

 


 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 
	

 


 	
  

 	

 


 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 
	

 


 	
  

 	

 


 	
  

 	

 


 


EXHIBIT G-5