Cash Collateral. Cash Collateral may be invested, at Agent's discretion (and with the prior written consent of Borrowers, as long as no Event of Default exists), but Agent shall have no duty to do so, regardless of any agreement or course of dealing with Borrowers, and shall have no responsibility for any investment or loss. As security for their Obligations, Borrowers hereby grant to Agent, for the benefit of Secured Parties, a security interest in and Lien upon all Cash Collateral held from time to time and all proceeds thereof, whether held in a Cash Collateral Account or otherwise. Agent may apply Cash Collateral to the payment of Obligations as they become due, in such order as Agent may elect. Each Cash Collateral Account and all Cash Collateral shall be under the sole dominion and control of Agent, and neither Borrowers nor any other Person (other than the applicable depository bank) shall have any right to any Cash Collateral, until Full Payment of the Obligations.

Collateral Documents. The provisions of the Collateral Documents are effective to create, in favor of the Administrative Agent for the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien (subject to Permitted Liens) on all right, title and interest of the respective Loan Parties in the Collateral described therein.

Collateral Agent. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank, and a potential Cash Management Bank) and the L/C Issuer hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding 1204724.01-CHISR02A - MSW

Collateral Matters. Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to # release any Lien granted to or held by Administrative Agent under any Collateral Document # upon termination of the Total Commitments and payment in full of all Obligations, the expiration, termination or cash collateralization (to the satisfaction of Administrative Agent) of all Letters of Credit and, to the extent required by Administrative Agent in its sole discretion, the expiration, termination or cash collateralization (to the satisfaction of Administrative Agent) of all Swap Agreements secured, in whole or in part, by any Collateral; or # constituting property sold or disposed of as part of or in connection with any disposition permitted under any Loan Document (it being understood and agreed that Administrative Agent may conclusively rely without further inquiry on a certificate of a Responsible Officer as to the sale or other disposition of property being made in full compliance with the provisions of the Financing Documents) and # release or subordinate any Lien granted to or held by Administrative Agent under any Collateral Document. Upon request by Administrative Agent at 4823-2057-1839.3

Cash Collateral. Upon the request of the Administrative Agent, # if any L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or # if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrowers shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations in an amount equal to 103% of such L/C Obligations or otherwise in an amount and/or in a manner reasonably acceptable to the applicable L/C Issuer. Sections 2.04 and 9.02(c[[Company:Organization]] set forth certain additional requirements to deliver Cash Collateral hereunder. Derivatives of such term have corresponding meanings. Each Borrower hereby grants to the Administrative Agent, for the benefit of such L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at [[Administrative Agent:Organization]]. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent and Liens arising by operation of Law that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of # such aggregate Outstanding Amount over # the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse such L/C Issuer.

Cash Collateral. If the reallocation described in [clause (ii[[Company:Organization]]) above] cannot, or can only partially, be effected, the Borrowers shall, without prejudice to any right or remedy available to it hereunder or under law, Cash Collateralize L/C Issuer’s Fronting Exposure in accordance with the procedures set forth in Section 2.18(d[[Company:Organization]].

Cash Collateral. At any time that there shall exist a Defaulting Lender, within one Business Day following the written request of the Administrative Agent or L/C Issuer (with a copy to the Administrative Agent[[Company:Organization]] the Borrowers shall Cash Collateralize L/C Issuer’s Fronting Exposure in an amount equal to 103% of such Fronting Exposure or otherwise in an amount and/or in a manner reasonably acceptable to the applicable L/C Issuer with respect to such Defaulting Lender (determined after giving effect to Section 2.18(a[[Company:Organization]](iii[[Company:Organization]] and any Cash Collateral provided by such Defaulting Lender[[Company:Organization]].

Collateral Matters. Following a Collateral Trigger Event, each Loan Party that owns OP Units at such time or at any time thereafter (each such Loan Party, a “Pledgor”) shall promptly (and in any event within 90 days of the Collateral Trigger Event with respect to any OP Units owned at such time and within 90 days of the date of acquisition or formation thereof with respect to any OP Units acquired after the initial Collateral Trigger Event Date or, in each case, such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval[[Company:Organization]] (the latest such date with respect to any OP Units, the “Collateral Trigger Event Date”), subject to compliance with applicable Gaming Laws, grant the Administrative Agent valid and perfected First Priority Liens in all of the OP Units held by such Loan Party following a Collateral Trigger Event and all proceeds thereof and rights thereunder (subject to # such OP Units not constituting Excluded Assets, # the limitations set forth in the MGM Growth Properties Operating Partnership LP Agreement, # the maximum aggregate amount of the secured obligations secured at any time by any such Pledge Agreement being limited in a manner that will not require Liens to be granted under any then outstanding senior unsecured notes of the Company and # compliance with applicable Gaming Laws[[Company:Organization]].

[Schedule I] automatically shall be, and shall be deemed to have been, updated and supplemented to include # all fuel cells and fuel cell modules located at 1366 Railroad Avenue, Bridgeport, Connecticut and/or utilized or comprising the Facility, and # all fuel cells and fuel cell modules identified on any [Schedule I] Supplement (as defined herein). From time to time, but in any event after the occurrence of any restacking of any fuel cells and/or fuel cell modules, Debtor shall provide Secured Party with a supplement to [Schedule I] (each, a “[Schedule I] Supplement”), each of which [Schedule I] Supplements shall identify all fuel cells and fuel cell modules located at 1366 Railroad Avenue, Bridgeport, Connecticut and/or utilized or comprising the Facility by serial number, make and model.

Collateral Documents. Any Collateral Document after delivery thereof pursuant to the terms of the Loan Documents shall for any reason cease to create a valid and perfected first priority Lien (subject to Permitted Liens) on the Collateral purported to be covered thereby, or any Loan Party shall assert the invalidity of such Liens; or