Exhibit 10.17


CONFIDENTIAL


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


Comerica Bank


Execution Copy





CONFIDENTIAL


TABLE OF CONTENTS


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 PAGE

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SECTION 1.

 	
  

 	
 DEFINITIONS;
 GRANT OF SECURITY.

 	
  

 	
 1

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 1.1

 	
  

 	
  

 	
 General
 Definitions

 	
  

 	
 1

 
	
 1.2

 	
  

 	
  

 	
 Definitions;
 Interpretation

 	
  

 	
 8

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SECTION 2.

 	
  

 	
 GRANT OF
 SECURITY.

 	
  

 	
 8

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2.1

 	
  

 	
  

 	
 Grant of
 Security

 	
  

 	
 8

 
	
 2.2

 	
  

 	
  

 	
 Certain
 Limited Exclusions

 	
  

 	
 9

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SECTION 3.

 	
  

 	
 SECURITY FOR
 OBLIGATIONS; GRANTORS REMAIN LIABLE.

 	
  

 	
 10

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 3.1

 	
  

 	
  

 	
 Security for
 Obligations

 	
  

 	
 10

 
	
 3.2

 	
  

 	
  

 	
 Continuing
 Liability Under Collateral

 	
  

 	
 11

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SECTION 4.

 	
  

 	
 CERTAIN
 PERFECTION REQUIREMENTS

 	
  

 	
 11

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 4.1

 	
  

 	
  

 	
 Delivery
 Requirements

 	
  

 	
 11

 
	
 4.2

 	
  

 	
  

 	
 Control
 Requirements

 	
  

 	
 11

 
	
 4.3

 	
  

 	
  

 	
 Intellectual
 Property Recording Requirements

 	
  

 	
 12

 
	
 4.4

 	
  

 	
  

 	
 Other
 Actions

 	
  

 	
 13

 
	
 4.5

 	
  

 	
  

 	
 Timing and
 Notice

 	
  

 	
 13

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SECTION 5.

 	
  

 	
 REPRESENTATIONS
 AND WARRANTIES.

 	
  

 	
 13

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 5.1

 	
  

 	
  

 	
 Grantor
 Information & Status

 	
  

 	
 13

 
	
 5.2

 	
  

 	
  

 	
 Collateral
 Identification, Special Collateral

 	
  

 	
 14

 
	
 5.3

 	
  

 	
  

 	
 Ownership of
 Collateral and Absence of Other Liens

 	
  

 	
 15

 
	
 5.4

 	
  

 	
  

 	
 Status of
 Security Interest

 	
  

 	
 15

 
	
 5.5

 	
  

 	
  

 	
 Goods &
 Receivables

 	
  

 	
 16

 
	
 5.6

 	
  

 	
  

 	
 Pledged
 Equity Interests, Investment Related Property

 	
  

 	
 16

 
	
 5.7

 	
  

 	
  

 	
 Intellectual
 Property

 	
  

 	
 17

 
	
 5.8

 	
  

 	
  

 	
 Contracts

 	
  

 	
 18

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SECTION 6.

 	
  

 	
 COVENANTS
 AND AGREEMENTS.

 	
  

 	
 18

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 6.1

 	
  

 	
  

 	
 Grantor
 Information & Status

 	
  

 	
 18

 
	
 6.2

 	
  

 	
  

 	
 Collateral
 Identification; Special Collateral

 	
  

 	
 19

 
	
 6.3

 	
  

 	
  

 	
 Ownership of
 Collateral and Absence of Other Liens

 	
  

 	
 19

 
	
 6.4

 	
  

 	
  

 	
 Status of
 Security Interest

 	
  

 	
 19

 
	
 6.5

 	
  

 	
  

 	
 Goods &
 Receivables

 	
  

 	
 20

 
	
 6.6

 	
  

 	
  

 	
 Pledged
 Equity Interests, Investment Related Property

 	
  

 	
 21

 
	
 6.7

 	
  

 	
  

 	
 Intellectual
 Property

 	
  

 	
 22

 
	
 6.8

 	
  

 	
  

 	
 Non-Assignable
 Contracts

 	
  

 	
 24

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SECTION 7.

 	
  

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

 	
  

 	
 24

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7.1

 	
  

 	
  

 	
 Access;
 Right of Inspection; Insurance

 	
  

 	
 24

 
	
 7.2

 	
  

 	
  

 	
 Further
 Assurances

 	
  

 	
 25

 
	
 7.3

 	
  

 	
  

 	
 Additional
 Grantors

 	
  

 	
 26

 













	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SECTION 8.

 	
  

 	
 BANK
 APPOINTED ATTORNEY-IN-FACT.

 	
  

 	
 26

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 8.1

 	
  

 	
  

 	
 Power of
 Attorney

 	
  

 	
 26

 
	
 8.2

 	
  

 	
  

 	
 No Duty on
 the Part of Bank

 	
  

 	
 27

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SECTION 9.

 	
  

 	
 REMEDIES.

 	
  

 	
 27

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 9.1

 	
  

 	
  

 	
 Generally

 	
  

 	
 27

 
	
 9.2

 	
  

 	
  

 	
 Application
 of Proceeds

 	
  

 	
 29

 
	
 9.3

 	
  

 	
  

 	
 Sales on
 Credit

 	
  

 	
 29

 
	
 9.4

 	
  

 	
  

 	
 Investment
 Related Property

 	
  

 	
 29

 
	
 9.5

 	
  

 	
  

 	
 Grant of
 Intellectual Property License

 	
  

 	
 29

 
	
 9.6

 	
  

 	
  

 	
 Intellectual
 Property

 	
  

 	
 30

 
	
 9.7

 	
  

 	
  

 	
 Cash
 Proceeds; Deposit Accounts

 	
  

 	
 31

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SECTION 10.

 	
  

 	
 [RESERVED].

 	
  

 	
 31

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SECTION 11.

 	
  

 	
 CONTINUING
 SECURITY INTEREST; TRANSFER OF NOTES AND OTHER INDEBTEDNESS.

 	
  

 	
 32

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SECTION 12.

 	
  

 	
 STANDARD OF
 CARE; BANK MAY PERFORM.

 	
  

 	
 32

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SECTION 13.

 	
  

 	
 MISCELLANEOUS.

 	
  

 	
 32

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 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

 	
  

 	
  

 


ii





CONFIDENTIAL


          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 Comerica Bank (“Bank”).


RECITALS:


          WHEREAS,
reference is made to that certain Credit Agreement, dated as of the date hereof
(as it may be amended, restated, supplemented or otherwise modified from time
to time, the “Credit Agreement”), by and among the Company and Bank; 


          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 Credit Agreement, 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 Bank, the Second 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


          WHEREAS, in order to secure the Grantors’
obligations under the Credit Agreement, each Grantor intends to grant the Bank
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 Bank 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 First Lien Documents.


                    “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 Bank.


                    “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 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).


2





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


                    “Event of Default” shall have the meaning
given to such term in the First Lien Credit Agreement.


                    “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.


                    “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 


3





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.


                    “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 mean that certain Indenture dated as of the date hereof (as it may be
amended, restated, supplemented or otherwise modified from time to time, by and
among the Company, the Subsidiaries of the Company parity thereto and
Wilmington Trust FSB, as Trustee (in such capacity, together with its
successors and permitted assigns in such capacity, the Trustee.


                    “Insurance”
shall mean (i) all insurance policies covering any or all of the Collateral
(regardless of whether the Bank 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
Pledged 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 


4





prohibition or
otherwise irrespective of whether such prohibition or restriction is
enforceable under Section 9-406 through 409 of the UCC).


                    “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 Credit
Agreement.


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


                    “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.


                    “Pledged
Equity Interests” shall mean all Pledged Stock, Pledged LLC
Interests, Pledged Partnership Interests and any other participation or
interests in any equity or profits of any business entity including, without
limitation, any trust and all management rights relating to any entity whose equity interests
are included as Pledged Equity Interests.


                    “Pledged LLC
Interests” shall mean all interests in any limited liability company
and each series thereof including, without limitation, all limited liability
company interests listed on Schedule 5.2(I) under the heading “Pledged LLC
Interests” (as such schedule may be amended or supplemented from time to time)
and the certificates, if any, representing such limited liability company
interests and any interest of such Grantor on the books and records 


5





of such
limited liability company or on the books and records of any securities
intermediary pertaining to such interest and all dividends, distributions,
cash, warrants, rights, options, instruments, securities 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 such limited liability company interests
and all rights as a member of the related limited liability company. 


                    “Pledged
Partnership Interests” shall mean all interests in any general
partnership, limited partnership, limited liability partnership or other
partnership including, without limitation, all partnership interests listed on
Schedule 5.2(I) under the heading “Pledged Partnership Interests” (as such
schedule may be amended or supplemented from time to time) and the
certificates, if any, representing such partnership interests and any interest
of such Grantor on the books and records of such partnership or on the books
and records of any securities intermediary pertaining to such interest and all
dividends, distributions, cash, warrants, rights, options, instruments,
securities 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 such partnership interests and all rights as a partner of the related
partnership.


                    “Pledged
Stock” shall mean all shares of capital stock owned by such Grantor,
including, without limitation, all shares of capital stock described on
Schedule 5.2(I) under the heading “Pledged Stock” (as such schedule may be
amended or supplemented from time to time), and the certificates, if any,
representing such shares and any interest of such Grantor in the entries on the
books of the issuer of such shares or on the books of any securities
intermediary pertaining to such shares, and all dividends, distributions, cash,
warrants, rights, options, instruments, securities 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 such shares.


                    “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,
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
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.


6





                    “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 “First 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 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 


7





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.


                    “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 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 Bank, 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 


8





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; 


                    (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 Bank (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 


9





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 Bank 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; 


                    (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; or


                    (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.


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, 


10





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 First 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 Bank, (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
Pledged Partnership Interests or Pledged LLC Interests, to perform all of the
obligations undertaken by it thereunder all in accordance with and pursuant to
the terms and provisions thereof and the Bank shall not 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 Bank 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 Pledged
Partnership Interests or Pledged LLC Interests, and (iii) the exercise by the
Bank 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


          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 Bank, 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 Bank, or in
blank. In addition, each Grantor shall cause any certificates evidencing
any Pledged Equity Interests (other than Excluded Securities), including,
without limitation, any Pledged Partnership Interests or Pledged LLC Interests,
to be similarly delivered to the Bank regardless of whether such Pledged 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 Bank, all such Instruments or
Tangible Chattel Paper to the Bank 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 Bank 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 


11





such
Securities Account or Security Entitlement to enter into an agreement
substantially in the form of Exhibit C hereto (or such other agreement in form
and substance reasonably satisfactory to the Bank) pursuant to which the
Securities Intermediary shall agree to comply with the Bank’s Entitlement
Orders, 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 (or such other agreement in form and substance reasonably satisfactory
to the Bank), pursuant to which the Bank shall agree to comply with the Bank’s
instructions 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 Bank in
a manner reasonably acceptable to the Bank.


                    (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 Bank, 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 (or such other agreement in form and substance reasonably satisfactory
to the Bank), pursuant to which such issuer agrees to comply with the Bank’s
instructions with respect to such Uncertificated Security without further
consent by such Grantor; provided that the Bank 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 Bank has a valid and perfected security
interest), each Grantor shall ensure that Bank 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 Bank.


                    (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 Bank 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.


                    (e)
Notwithstanding the foregoing, the Bank agrees with each Grantor that the Bank
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 an Event of Default 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 Bank 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
Bank. 


12





                    (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 Bank 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 Bank. 


                    (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 Bank 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 Bank. 


          4.4 Other Actions. 


                    (a)
If any issuer of any Pledged Equity Interest 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 Bank. 


                    (b)
With respect to any Pledged Partnership Interests and Pledged LLC Interests
included in the Collateral, if the Grantors own less than 100% of the equity
interests in any issuer of such Pledged Partnership Interests or Pledged LLC
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 Bank hereunder
and following an Event of Default, the transfer of such Pledged Partnership
Interests and Pledged LLC Interests to the Bank or its designee, and to the
substitution of the Bank 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 Bank and
without limiting the generality of the foregoing consents to the transfer of
any Pledged Partnership Interest and any Pledged LLC Interest to the Bank or
its designee following an Event of Default, and to the substitution of the Bank
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 Bank 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 Bank 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. 


13





                    (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 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)
Pledged 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;


14





                    (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 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 Credit Agreement), 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 Bank, 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 Bank for
filing and (y) financing statements filed in connection with Permitted Prior
Liens. Other than the Bank, the Second 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
Bank 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
Bank 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. Each agreement purporting to
give the Bank Control over any Collateral is effective to establish the Bank’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 Bank 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 Bank hereunder or (ii) the exercise by 


15





Bank 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.


          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 Pledged Equity Interests, Investment Related
Property. 


                    (a)
it is the record and beneficial owner of the Pledged 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 Pledged 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 Bank in any Pledged Equity
Interests or the exercise by the Bank 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 Pledged LLC Interests and Pledged 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;


16





                    (d)
Grantor has caused each partnership or limited liability company included in
the Pledged 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 an
Event of 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, 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
Bank 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 Bank or any designee of the Bank. Bank is a
third party beneficiary of this provision and this provision cannot be amended
or repealed without the consent of the Bank until the First 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;


17





                    (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;


                    (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 Bank 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 Credit Agreement and other First 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 Bank 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 


18





person), chief
executive office, jurisdiction of organization or trade name and providing such
other information in connection therewith as the Bank 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 Bank’s security
interest in the Collateral granted or intended to be granted and agreed to
hereby, which shall include, without limitation, executing and delivering to
the Bank 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 Bank thereof in
writing and take such actions and execute such documents and make such filings
all at such Grantor’s expense as the Bank may reasonably request in order to
ensure that the Bank 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 Bank 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 Bank 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 Bank to dispose of the Collateral or
any material portion thereof, or the rights and remedies of the Bank 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 Credit Agreement and other First 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 Bank 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.


19





          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
therefor and the Bank;


                    (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), such Grantor shall join with the Bank in notifying the third
party of the Bank’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 Bank and that it will permit the
Bank to have access to Equipment or Inventory for purposes of inspecting such
Collateral or, following an Event of Default, to remove same from such premises
if the Bank 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 Bank in writing, by executing and delivering to the Bank 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 Bank 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 an Event of
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 Bank 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 Bank’s security interest in the Receivables
and any Supporting Obligation and, in addition, at any time following the
occurrence and during the continuation of an Event of Default, the Bank 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 Bank;
(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 payment to remit all 


20





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 Bank;
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 Bank notifies any Grantor that it has elected to collect the Receivables 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 Bank if required, in the Collateral Account maintained under the
sole dominion and control of the Bank, 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 Bank 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 Pledged 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 Pledged Equity Interest or other
Investment Related Property, upon the merger, consolidation, liquidation or
dissolution of any issuer of any Pledged 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 Bank over such
Investment Related Property (including, without limitation, delivery thereof to
the Bank) 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 Bank and shall
segregate such dividends, distributions, Securities or other property from all
other property of such Grantor. Notwithstanding the foregoing, so long as no
Event of Default shall have occurred and be continuing, the Bank 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 Event of 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, 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 an Event of Default: 

 






	
  

 	
  

 	
  

 
	
  

 	
 (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
 Bank 

 


21









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 who shall
 thereupon have the sole right to exercise such voting and other consensual
 rights; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (2)

 	
 in order to
 permit the Bank 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 Bank all proxies, dividend payment orders and other
 instruments as the Bank may from time to time reasonably request and (2) each
 Grantor acknowledges that the Bank may utilize the power of attorney set
 forth in Section 8.1.

 



                    (c)
without the prior written consent of the Bank, 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 Bank’s security interest,
(ii) permit any issuer of any Pledged 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 Pledged Equity
Interest or the terms of any Pledged Debt, or (iv) cause any issuer of any
Pledged Partnership Interests or Pledged LLC Interests which are not securities
(for purposes of the UCC) on the date hereof to elect or otherwise take any
action to cause such Pledged Partnership Interests or Pledged LLC Interests to
be treated as securities for purposes of the UCC; provided, however,
notwithstanding the foregoing, if any issuer of any Pledged Partnership
Interests or Pledged LLC Interests takes any such action in violation of the
foregoing in this clause (iv), such Grantor shall promptly notify the Bank in
writing of any such election or action and, in such event, shall take all steps
necessary or advisable to establish the Bank’s Control thereof; 


                    (d)
without the prior written consent of the Bank, it shall not permit any issuer
of any Pledged 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 Bank of any default under any Pledged Debt that has
caused, either in any individual case or in the aggregate, a material adverse
effect.


          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, 


22





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 Bank 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 Bank’s reasonable direction, shall take) such action as such Grantor or the
Bank may deem reasonably necessary or advisable to enforce collection of such
amounts. Notwithstanding the foregoing, the Bank shall have the right at any
time, to notify, or require any Grantor 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 


23





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 Bank, 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 Bank 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
Bank and its representatives may examine the same, take extracts therefrom and
make photocopies thereof, and each Grantor agrees to render to the Bank, at
such Grantor’s cost and expense, such clerical and other assistance as may be
reasonably requested with regard thereto. The Bank 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 Bank 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 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 Bank as an additional insured thereunder
as its interests may appear, (B) in the case of each casualty insurance policy,
contain a loss payable 


24





clause or
endorsement, reasonably satisfactory in form and substance to the Bank, that
names the Bank as loss payee thereunder and provide for at least 30 days’ prior
written notice to the Bank 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 Bank 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 Bank 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 such
 other agreements, instruments, endorsements, powers of attorney or notices,
 as may be necessary or as the Bank 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 Bank’s reasonable request, appear in and defend any action or
 proceeding that may affect such Grantor’s title to or the Bank’s security
 interest in all or any material part of the Collateral, except for Permitted
 Liens; and

 
	
  

 	
  

 
	
  

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

 



                    (b)
Each Grantor hereby authorizes the Bank 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 Bank may determine, in its
sole discretion, are necessary to perfect the security interest granted to the
Bank herein. 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 Bank 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 Bank
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 Bank from time to time
statements and schedules further identifying and describing the Collateral and
such other reports in connection with the Collateral as the Bank may reasonably
request, all in reasonable detail.


25





                    (c)
Each Grantor hereby authorizes the Bank 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 Bank, 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 Bank 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 First 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 Bank in connection with this Agreement, and to
take all actions necessary to grant and to perfect a first priority Lien in
favor of the Bank (subject, in
the case of priority only, to Permitted Prior Liens) on the collateral
described therein. 


SECTION 8. BANK APPOINTED ATTORNEY-IN-FACT.


          8.1 Power of Attorney. Each Grantor hereby
irrevocably appoints the Bank (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 Bank or otherwise, from
time to time in the Bank’s discretion:


                    (a)
upon the occurrence and during the continuance of any Event of Default, to
obtain and adjust insurance required to be maintained by such Grantor or paid
to the Bank pursuant to this Agreement and/or the Credit Agreement; 


                    (b)
upon the occurrence and during the continuance of any Event of Default, 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 Event of Default, 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 Event of Default, to file any
claims or take any action or institute any proceedings that the Bank may deem 


26





necessary for the collection
of any of the Collateral or otherwise to enforce the rights of the Bank 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 Event of 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 Bank in its sole discretion, any such payments made by the
Bank to become obligations of such Grantor to the Bank, due and payable
immediately without demand; and 


                    (h)
upon the occurrence and during the continuance of any Event of Default,
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 Bank were the absolute owner thereof for all purposes, and to do,
at the Bank’s option and such Grantor’s expense, at any time or from time to
time, all acts and things that the Bank deems reasonably necessary to protect,
preserve or realize upon the Collateral and the Bank’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 Bank. The powers
conferred on the Bank hereunder are solely to protect the interests of the
Secured Parties in the Collateral and shall not impose any duty upon the Bank
to exercise any such powers. The Bank 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
responsible to any Grantor for any act or failure to act hereunder, except for
their own gross negligence or willful misconduct. 


SECTION 9. REMEDIES.


          9.1 Generally. 


                    (a)
If any Event of Default shall have occurred and be continuing, subject to
applicable Gaming Law, the Bank 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 Bank 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 Bank forthwith, assemble all or part
 of the Collateral as directed by the Bank and make it available to the Bank
 at a place to be designated by the Bank that is reasonably convenient to both
 parties; 

 


27









	
  

 	
  

 
	
  

 	
                (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 Bank 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 Bank’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 Bank may deem commercially reasonable.

 



          (b)
The Bank 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
Bank 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 Bank at such sale. Each purchaser at any such sale
shall hold the property sold 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 Bank shall not
be obligated to make any sale of Collateral regardless of notice of sale having
been given. The Bank 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 Bank 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 Bank 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 Bank 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 Bank 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 Bank,
that the Bank 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
Bank hereunder. 


28





                    (c)
The Bank may sell the Collateral without giving any warranties as to the
Collateral. The Bank 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 Bank 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 Bank 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 Bank in accordance with Section 8.25 of the
Intercreditor Agreement.


          9.3 Sales on Credit. If Bank sells any of
the Collateral upon credit, Grantor will be credited only with payments
actually made by purchaser and received by Bank and applied to indebtedness of
the purchaser. In the event the purchaser fails to pay for the Collateral, Bank
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 Bank 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 Bank 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 Bank 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 Pledged
Stock to be sold hereunder, each partnership and each limited liability company
from time to time to furnish to the Bank all such information as the Bank 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 Bank 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 Bank, during the continuance of an Event of
Default to exercise rights and remedies under Section 9 hereof at such time as
the Bank 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 Bank, 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 


29





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 an Event of Default:


	
  

 	
  

 
	
  

 	
                (i)
 the Bank 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
 Bank or otherwise, in the Bank’s sole discretion, to enforce any Intellectual
 Property rights of such Grantor, in which event such Grantor shall, at the
 request of the Bank, do any and all lawful acts and execute any and all
 documents reasonably requested by the Bank in aid of such enforcement, and
 such Grantor shall promptly, upon demand, reimburse and indemnify the Bank 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 Bank shall elect not 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 Bank, each Grantor shall grant, assign, convey
 or otherwise transfer to the Bank or such Bank’s designee all of such
 Grantor’s right, title and interest in and to any Intellectual Property and
 shall execute and deliver to the Bank 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
 Bank 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 Bank, each
 Grantor shall make available to the Bank, to the extent within such Grantor’s
 power and authority, such personnel in such Grantor’s employ on the date of
 such Event of Default as the Bank 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 Bank’s behalf and to be compensated by the Bank 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 Event of
 Default; and

 
	
  

 	
  

 
	
  

 	
                (v)
 the Bank 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 

 


30









	
  

 	
  

 
	
  

 	
 interest
 created herein, to direct such obligors to make payment of all such amounts
 directly to the Bank, 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 Bank
 hereunder, shall be segregated from other funds of such Grantor and shall be
 forthwith paid over or delivered to the Bank 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.

 



                    (b)
if (i) an Event of Default shall have occurred and, by reason of cure, waiver,
modification, amendment or otherwise, no longer be continuing, (ii) no other
Event of Default shall have occurred and be continuing, (iii) an assignment or
other transfer to the Bank 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 Bank 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 Bank as aforesaid, subject to any disposition
thereof that may have been made by the Bank; provided, after giving effect to
such reassignment, the Bank’s security interest granted pursuant hereto, as
well as all other rights and remedies of the Bank granted hereunder, shall
continue to be in full force and effect.


          9.7 Cash Proceeds; Deposit Accounts. (a) If
any Event of Default shall have occurred and be continuing, in addition to the
rights of the Bank 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 Bank, segregated from other funds of such Grantor, and
shall, forthwith upon receipt by such Grantor, be turned over to the Bank in
the exact form received by such Grantor (duly indorsed by such Grantor to the
Bank, if required) and held by the Bank in a Collateral Account. Any Cash
Proceeds received by the Bank (whether from a Grantor or otherwise) may, in the
sole discretion of the Bank, (A) be held by the Bank 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 Bank against the Secured Obligations then due and owing. 


                    (b)
If any Event of Default shall have occurred and be continuing, the Bank 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 Bank.


SECTION 10. [RESERVED].


31





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 Bank hereunder, to the benefit of the Bank and its successors, transferees and assigns.
Without limiting the generality of the foregoing, but subject to the terms of
the applicable First Lien Documents, Bank may assign or otherwise transfer the
Obligations held by it to any other Person to the extent permitted under the
applicable First Lien Documents, and such other Person shall thereupon become
vested with all the benefits in respect thereof granted to herein or otherwise.
Upon the payment in full of all Secured Obligations and the termination of all
commitments on the part of the Bank to extend credit to Grantors, 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 Bank 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 First 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 Bank 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 Bank, including financing statement amendments to evidence such release.


SECTION 12. STANDARD OF CARE; BANK MAY
PERFORM.


          The
powers conferred on the Bank 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 Bank 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 Bank 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 Bank accords its own property. If any Grantor fails to perform any
agreement contained in Section 7.1(b) of this Agreement, the Bank may itself
perform, or cause performance of, such agreement, and the expenses of the Bank
incurred in connection therewith shall be payable by each Grantor as set forth
in the Intercreditor Agreement and the other applicable First 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 Bank in the exercise of any power, right or privilege
hereunder or under any other First 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 First 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 


32





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 Credit Agreement
if such action is taken or condition exists. This Agreement shall be binding
upon and inure to the benefit of the Bank and the Grantors and their respective
successors and assigns. No Grantor shall, without the prior written consent of
the Bank given in accordance with the Credit Agreement, assign any right, duty
or obligation hereunder. This Agreement and the other First Lien Documents
embody the entire agreement and understanding between the Grantors and the Bank
and supersede all prior agreements and understandings between such parties relating
to the subject matter hereof and thereof. Accordingly, the First 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.


          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 MICHIGAN, 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.


33





          IN
WITNESS WHEREOF, each Grantor and the Bank 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: 

 


34









	
  

 	
  

 	
  

 
	
  

 	
 GREEKTOWN
 NEWCO SUB, INC.,

 
	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 
	
  

 	
 Title: 

 
	
  

 	
  

 
	
  

 	
 COMERICA
 BANK

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Title: 

 


35







EXHIBIT A

TO PLEDGE AND SECURITY AGREEMENT


PLEDGE SUPPLEMENT


          This
PLEDGE SUPPLEMENT, dated [_____],
2010, 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 Comerica Bank. 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 Bank set forth in the Security Agreement of,
and does hereby grant to the Bank, 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
MICHIGAN, 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)

 	
 Pledged
 Stock:

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Grantor

 	
  

 	
 Stock 

 Issuer

 	
  

 	
 Class of 

 Stock

 	
  

 	
 Certificated 

 (Y/N)

 	
  

 	
 Stock 

 Certificate 

 No.

 	
  

 	
 Par Value

 	
  

 	
 No. of 

 Pledged 

 Stock

 	
  

 	
 Percentage of 

 Outstanding 

 Stock of the 

 Stock Issuer

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 






	
  

 	
  

 
	
  

 	
 Pledged LLC
 Interests:

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 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

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 



            Pledged
Partnership Interests:


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 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”),
Comerica Bank (the “Bank”) 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 Bank (the “Security
Agreement”). All references herein to the “UCC” shall mean the Uniform Commercial Code as in effect in the
State of Michigan.


          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 Bank.


          Section 2.
Instructions. If at any time the Issuer shall receive instructions
originated by the Bank 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 Bank:


          (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 Bank 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 Bank 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 Bank 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 Michigan.


          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 Bank 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 Bank 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 Bank hereby agree
that (a) the Issuer is released from any and all liabilities to the Pledgor and
the Bank 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]

 	
  

 
	
  

 	
  

 	
 Attention: [________________]

 	
  

 
	
  

 	
  

 	
 Telecopier:
 [________________]

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Bank:

 	
 [Name and Address of Bank]

 	
  

 
	
  

 	
  

 	
 Attention: [________________]

 	
  

 
	
  

 	
  

 	
 Telecopier:
 [________________] 

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Issuer:

 	
 [Name and Address of Issuer] 

 	
  

 
	
  

 	
  

 	
 Attention: [________________]

 	
  

 
	
  

 	
  

 	
 Telecopier:
 [________________] 

 	
  

 



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


          Section 10.
Termination. The obligations of the Issuer to the Bank 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 Bank has notified the Issuer of such
termination in writing. The Bank 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 Bank’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.


EXHIBIT B-2





          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:

 
	
  

 	
  

 	
  

 
	
  

 	
 [NAME OF
 BANK]

 
	
  

 	
  

 
	
  

 	
 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,

 Comerica Bank

 
	
  

 	
  

 	
  

 
	
  

 	
 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 (including its successors and assigns from time to time, the “Bank”), [______________], 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
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 Bank, 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 Bank, 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 Bank and the Second Lien Collateral Agent,
respectively. Bank and Second Lien Collateral Agent, the Debtor and the
Securities Intermediary are entering into this Agreement to perfect each of the
Bank’s and the Second Lien Collateral Agent’s security interests in such
Securities Account. As between the Bank and the Second Lien Collateral Agent,
the Bank 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 Bank 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 Bank in the form of Exhibit A attached hereto (“Notice of Termination of First Lien Obligations”), the Bank, (ii)
subsequent to delivery of a Notice of Termination of First Lien Obligations
sent by the Bank, the Second Lien Collateral Agent, and (iii) prior to delivery
pursuant to Section 9(a) of a Blocking Notice delivered by the Bank or Second
Lien Collateral Agent, as applicable, in substantially the form set forth in
Exhibit B attached hereto (“Blocking Notice”),
the Debtor;


EXHIBIT C-1





          (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 Bank the Securities
Intermediary shall receive any order from the Bank 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 Bank, the
Securities Intermediary shall not comply with any entitlement order issued by
the Second Lien Collateral Agent without the written consent of the Bank. 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 Bank or the Second Lien Collateral Agent
(either with the written consent of the Bank or following the receipt by
Securities Intermediary of a Notice of Termination of First Lien Obligations
sent by the Bank), 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 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 


EXHIBIT C-2





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. 


          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 Bank or, after delivery of a Notice
of Termination of First Lien Obligations sent by the Bank, the Second Lien
Collateral Agent, as the case may be, delivers to the Securities Intermediary a
Blocking Notice in substantially the form 


EXHIBIT C-3





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.


          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.


EXHIBIT C-4





          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]

 	
  

 
	
  

 	
  

 	
 Attention: [_______________]

 	
  

 
	
  

 	
  

 	
 Telecopier:
 [_______________] 

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Bank:

 	
 [Name and Address of Bank]

 	
  

 
	
  

 	
  

 	
 Attention: [_______________]

 	
  

 
	
  

 	
  

 	
 Telecopier:
 [_______________] 

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Second Lien
 Collateral Agent:

 	
 [Name and Address of Second Lien Collateral Agent]

 	
  

 
	
  

 	
  

 	
 Attention: [_______________]

 	
  

 
	
  

 	
  

 	
 Telecopier:
 [_______________] 

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 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 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-5





          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:

 
	
  

 	
  

 
	
  

 	
  [NAME OF BANK],

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 
	
  

 	
 Title:

 
	
  

 	
  

 
	
  

 	
  [NAME OF SECOND LIEN COLLATERAL AGENT],

 
	
  

 	
 as Second
 Lien Collateral Agent

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

  


 
	
  

 	
 Name:

 
	
  

 	
 Title:

 
	
  

 	
  

 
	
  

 	
  [NAME OF SECURITIES INTERMEDIARY], 

 
	
  

 	
 as
 Securities Intermediary

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 
	
  

 	
 Title:

 


EXHIBIT C-6





EXHIBIT A

TO SECURITIES ACCOUNT CONTROL AGREEMENT


NOTICE OF TERMINATION OF
FIRST LIEN OBLIGATIONS


[Name of Financial
Institution]

[Address]


 [NAME OF SECOND LIEN COLLATERAL AGENT]

[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”),
[_________], as Comerica Bank (in such capacity, the “Bank”), [___________], 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,

 
	
  

 	
 [_____________________], 

 
	
  

 	
 as Bank

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
 Authorized Signatory

 	
  

 
	
 Cc: [Debtor]

 	
  

 	
  

 	
  

 


EXHIBIT C-7





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 or Bank, as applicable]
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,

 
	
  

 	
  

 
	
  

 	
 [BANK/SECOND
 LIEN COLLATERAL AGENT],

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
 [Authorized
 Signatory / Name:

 	
  

 
	
  

 	
 Title:]

 	
  

 
	
 cc: [Name of Debtor]

 	
  

 	
  

 	
  

 


EXHIBIT C-8





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 or Bank, as applicable] 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,

 
	
  

 	
  

 
	
  

 	
 [BANK/SECOND
 LIEN COLLATERAL AGENT],

 
	
  

 	
 as
 [BANK/SECOND LIEN COLLATERAL AGENT]

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
 [Authorized
 Signatory / Name:

 	
  

 
	
  

 	
 Title:]

 	
  

 


EXHIBIT C-9





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
(including its successors and assigns from time to time, the “Bank”),
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 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 Bank, 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 Bank, 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 Bank and the Second Lien Collateral Agent,
respectively. The Bank and Second Lien Collateral Agent, the Debtor and the
Financial Institution are entering into this Agreement to perfect each of the
Bank’s and the Second Lien Collateral Agent’s security interests in such
Deposit Account. As between the Bank and the Second Lien Collateral Agent, the
Bank 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 Bank 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 (i) prior to
delivery of a Notice of Termination of First Lien Obligations sent by the Bank
in the form of Exhibit A attached hereto (“Notice of Termination of First Lien
Obligations”), the Bank, (ii) subsequent to delivery of a Notice of Termination
of First Lien Obligations sent by the Bank, the Second Lien Collateral Agent,
and (iii) prior to delivery pursuant to Section 8(a) of a Blocking Notice
delivered by the Bank or Second Lien Collateral Agent, as applicable, in
substantially the form set forth in Exhibit B attached hereto (“Blocking
Notice”), the Debtor; 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 of First Lien Obligations by
the Bank the Financial Institution shall receive any instructions originated by
the Bank 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 Bank, the Financial Institution shall not comply with
instructions originated by Second Lien Collateral Agent without the written
consent of the Bank. 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 Bank or the Second
Lien Collateral Agent (either with the written consent of the Bank or following
the receipt by Financial Institution of a Notice of Termination of First Lien
Obligations sent by the Bank), 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 Michigan. Regardless
of any provision in any other agreement, for purposes of the UCC, Michigan
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 Michigan. 


          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. 

 



          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 Bank or, after delivery of a Notice
of Termination of First Lien Obligations sent by the Bank, 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 the Bank. 


          (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: 


          (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 


EXHIBIT D-3





          (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 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 only with the express
written consent of the Financial Institution and by sending written notice of
such assignment to the Debtor. 


          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]

 
	
  

 	
  

 	
 Attention:
 [______________]

 
	
  

 	
  

 	
 Telecopier:
 [______________]

 
	
  

 	
  

 	
  

 
	
 First Lien
 Collateral Agent:

 	
  

 	
 [Name and
 Address of Bank]

 
	
  

 	
  

 	
 Attention:
 [______________]

 
	
  

 	
  

 	
 Telecopier:
 [______________]

 
	
  

 	
  

 	
  

 
	
 Second Lien
 Collateral Agent:

 	
  

 	
 [Name and
 Address of Second Lien Collateral Agent]

 
	
  

 	
  

 	
 Attention:
 [______________]

 
	
  

 	
  

 	
 Telecopier:
 [______________]

 
	
  

 	
  

 	
  

 
	
 Financial
 Institution:

 	
  

 	
 [Name and
 Address of Financial Institution]

 
	
  

 	
  

 	
 Attention:
 [______________]

 
	
  

 	
  

 	
 Telecopier:
 [______________]

 



          Any
party may change its address for notices 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 


EXHIBIT D-4





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 Security Agreement 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:

 
	
  

 	
  

 	
  

 
	
  

 	
  [NAME OF BANK]

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 
	
  

 	
 Title:

 
	
  

 	
  

 	
  

 
	
  

 	
  [NAME OF SECOND LIEN COLLATERAL AGENT],

 
	
  

 	
 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 Bank] 


NOTICE OF
TERMINATION OF FIRST LIEN OBLIGATIONS 


[Name of
Financial Institution]

[Address] 


 [Name of Second Lien
Collateral Agent]

[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 (the
 “Bank”), [___________], 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.
You are hereby instructed that you may comply with instructions issued by the
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. 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Sincerely,

 
	
  

 	
  

 	
  

 
	
  

 	
 [NAME OF
 BANK],

 
	
  

 	
  

 	
  

 
	
  

 	
 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,

 
	
  

 	
  

 	
  

 
	
  

 	
 [BANK/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 [__________], 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 Comerica Bank (the “Bank”). 


          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 Bank pursuant to which the Grantors granted a
security interest to the Bank 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 Bank as follows: 


SECTION 1. Defined Terms 


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


SECTION 2. Grant of Security Interest in
Trademark Collateral 


          SECTION
2.1 Grant of Security 


          Each
Grantor hereby grants to the Bank, 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”); 


          (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 


EXHIBIT E-1





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 Bank pursuant to the Pledge and
Security Agreement, and the Grantors hereby acknowledge and affirm that the
rights and remedies of the Bank 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. 


          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:

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 COMERICA BANK

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	
  

 
	
  

 	
 Name:

 	
  

 	
  

 	
  

 
	
  

 	
 Title

 	
  

 	
  

 	
  

 


EXHIBIT E-3





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 [__________], 20[__] (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 Comerica Bank (together with its successors and
permitted assigns, the “Bank”). 


          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 Bank pursuant to which the Grantors granted a
security interest to the Bank 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 Bank 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 Bank 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. 


SECTION 3. Security Agreement 


          The
security interest granted pursuant to this Agreement is granted in conjunction
with the security interest granted to the Bank pursuant to the Pledge and
Security Agreement, and the Grantors hereby acknowledge and affirm that the
rights and remedies of the Bank with respect to 


EXHIBIT F-1





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. 


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:

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 COMERICA BANK

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 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 Comerica Bank (together with its successors and
permitted assigns, the “Bank”). 


          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 Bank pursuant to which the Grantors granted a
security interest to the Bank 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 Bank 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 Bank 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 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 


EXHIBIT G-1





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 Bank pursuant to the Pledge and Security
Agreement, and the Grantors hereby acknowledge and affirm that the rights and
remedies of the Bank 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. 


EXHIBIT G-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:

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 COMERICA BANK

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	
  

 
	
  

 	
 Name:

 	
  

 	
  

 	
  

 
	
  

 	
 Title:

 	
  

 	
  

 	
  

 


EXHIBIT G-3





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-4