exv4w3






Exhibit 4.3




EXECUTION VERSION




PLEDGE AGREEMENT




          This PLEDGE AGREEMENT dated as of May 19, 2009, is made by Mirage Resorts Incorporated, a
Nevada corporation, as Grantor (the “Grantor”) and U.S. Bank National Association, as the
trustee and collateral agent for the benefit of the Secured Parties (as defined below) (in such
capacity, together with its successors in such capacity, “Collateral Agent”), with
reference to the following facts:




RECITALS




          A. MGM MIRAGE, a Delaware corporation (in such capacity, the “Issuer”) concurrently
entered into that certain Indenture dated as of May 19, 2009 (as amended, supplemented or otherwise
modified from time to time, the “Indenture”), among Issuer, the guarantors party thereto
(including the Grantor, Bellagio, LLC, a Nevada limited liability company (“Bellagio”) and
The Mirage Casino-Hotel, a Nevada corporation (“TMCH”)) and the Collateral Agent, pursuant
to which Issuer issued those certain 10.375 % senior secured notes due 2014 and those certain
11.125 % senior secured notes due 2017 (collectively, the “Notes”).



          B. The holders of the Notes (collectively, the “Noteholders”) are willing to purchase
the Notes for the purposes of, among other things, providing Issuer and its subsidiaries funds to
repay existing indebtedness and provide working capital.



          C. The Grantor will derive substantial benefit from the purchase of the Notes by the
Noteholders.



          D. As a condition precedent to purchasing the Notes, the Noteholders require that the Grantor
enter into this Agreement and grant the Security Interest to Collateral Agent as herein provided as
security for Issuer’s obligations under the Indenture.



          E. Pursuant to the 13% Secured Notes Indenture, the holders of the 13% Secured Notes issued
under the 13% Secured Notes Indenture (the “13% Secured Notes Secured Parties”) purchased
the 13% Secured Notes of the Issuer upon the terms and subject to the conditions set forth therein.



          F. The 13% Secured Notes Indenture restricts the ability of the Grantor to grant a security
interest in the Pledged Collateral to secure the Notes Obligations, unless the Grantor grant an
equal and ratable security interest in the Pledged Collateral to secure the Obligations under the
13% Secured Notes and 13% Secured Notes Indenture (the “13% Secured Notes Obligations”).



AGREEMENT




          NOW, THEREFORE, for other good and valuable consideration, the receipt and adequacy of which
hereby are acknowledged, the Grantor represents, warrants, covenants, agrees, assigns and grants as
follows:




 









 








          1. Definitions. This Agreement is the “Pledge Agreement” referred to in the Indenture.
Terms defined in the Indenture and not otherwise defined in this Agreement shall have the meanings
given those terms in the Indenture as though set forth herein in full. Terms defined in the Nevada
Uniform Commercial Code and not otherwise defined in this Agreement or in the Indenture shall have
the meanings defined for those terms in the Nevada Uniform Commercial Code. The following terms
shall have the meanings respectively set forth after each:




          “13% Secured Notes Obligations” shall have the meaning assigned to such term in
Recital F.




          “13% Secured Notes Secured Parties” shall have the meaning assigned to such term in
Recital E.




          “Agreement” means this Pledge Agreement, and any extensions, modifications, renewals,
restatements, supplements or amendments hereof, including, without limitation, any documents or
agreements by which additional Grantors become party hereto.




          “Bellagio” shall have the meaning assigned to such term in Recital A.




          “Certificates” means all certificates, instruments or other documents now or hereafter
representing or evidencing any Pledged Securities.




          “Gaming Authority” means the Nevada Gaming Commission, the Nevada State Gaming Control
Board or any similar commission or agency which has, or may at any time after the date of this
Indenture have, jurisdiction over the gaming activities of the Grantor or a Restricted Subsidiary
of the Grantor or any successor thereto.




          “Gaming Laws” means all Laws pursuant to which any Gaming Authority possesses
regulatory, licensing or permit authority over gambling, gaming or casino activities conducted by
Issuer and its Subsidiaries within its jurisdiction.




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




          “Issuer” shall have the meaning assigned to such term in Recital A.




          “Intercompany Notes” means, collectively, any intercompany promissory note executed by
Bellagio, TMCH, any Subsidiary of Bellagio or TMCH or any Affiliate of Bellagio or TMCH evidencing
any Indebtedness of such party to the Grantor and any indebtedness of any such party to the Grantor
that the Grantor acquires in substitution for any of the foregoing, together with all instruments
and other agreements evidencing, securing, guaranteeing or otherwise supporting such indebtedness.




          “Interest Issuer” means each corporation, partnership, limited liability company or
limited liability partnership that issued the Pledged Securities.




          “Law” means, collectively, all international, foreign, United States federal and state
and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative
or judicial precedents or authorities, including the interpretation or administration thereof by



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any Governmental Authority charged with the enforcement, interpretation or administration
thereof, and all applicable administrative orders, directed duties, requests, licenses,
authorizations and permits of, and agreements with, any Governmental Authority.



          “Note Documents” means this Agreement, the Indenture, the Notes, the Subsidiary
Guarantees, the Registration Rights Agreement, the Security Agreement, and the Trademark Security
Agreement dated as of the date hereto between the grantors party thereto and the Collateral Agent,
or any other document, instrument or agreement arising out of or relating to any of the foregoing,
in each case as amended, supplemented or otherwise modified from time to time.




          “Note Obligations” means any and all present and future Obligations of any type or
nature of the Grantor arising under or relating to the Indenture, the Notes, the Subsidiary
Guarantees and the other Note Documents to which the Grantor is a party.




          “Noteholders” shall have the meaning assigned to such term in Recital B.




          “Notes” shall have the meaning assigned to such term in Recital A.




          “Pledged Collateral” means (a) the Pledged Securities, and any Certificates or other
written evidences representing the Pledged Securities and any interest of the Grantor in the
entries on the books of any securities intermediary or financial intermediary pertaining to the
Pledged Securities, (b) any and all existing and future Intercompany Notes, (c) the by-laws,
partnership or operating agreement(s) and other charter documents of each Interest Issuer, in each
case as amended from time to time (each, a “Governing Agreement”), (d) any and all rights,
powers, remedies and privileges of the Grantor as a general or limited partner or member of the
Interest Issuer, including all rights under the Governing Agreement and applicable Law (i) to
receive its share of profits, income, capital distributions and surplus from each Interest Issuer,
whether in the form of cash, properties or other assets, and whether upon a sale or refinancing of
any of the Interest Issuer’s assets, in the ordinary course of business, upon dissolution and
liquidation or otherwise, and (ii) to vote the Pledged Securities or manage the Interest Issuer,
and (e) any and all proceeds and products of any of the foregoing, whether now held and existing or
hereafter acquired or arising, including any and all cash, securities, instruments and other
property from time to time paid, payable or otherwise distributed in respect of or in exchange for
any or all of the foregoing (collectively, the “Proceeds”).




          “Pledged Securities” means (a) the equity, partnership, limited liability company or
limited liability partnership interests described in Schedule 1 (the “Pledged
Interests”), (b) any and all securities, security entitlements and, equity, limited liability
company, partnership, limited liability partnership or other interests issued by an Interest Issuer
or any successor to any such issuer, in each case that the Grantor acquires or has the right to
acquire from time to time in any manner in substitution for or in addition to any of the foregoing
and any and all certificates, instruments or other documents representing or evidencing such
securities or interests and (c) any and all warrants, options or other rights to subscribe to or
acquire any of the Pledged Interests or any of the foregoing.




          “Secured Obligations” means (i) the Note Obligations and (ii) the 13% Secured Notes
Obligations.




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          “Secured Parties” means, collectively, Collateral Agent, the Trustee, the Noteholders,
the 13% Secured Notes Secured Parties and the trustee under the 13% Secured Notes Indenture.




          “TMCH” shall have the meaning assigned to such term in Recital A.




          2. Representations and Warranties. The Grantor represents and warrants to Collateral
Agent as follows:





     (a) The Grantor has good and marketable title to the Pledged Collateral in which the
Grantor is purporting to grant a security interest to Collateral Agent, and the Pledged
Collateral is not subject to any Lien;




     (b) Subject to applicable Gaming Laws, the Grantor has the right and power to pledge
the Pledged Collateral owned by the Grantor to Collateral Agent without the consent,
approval or authorization of, or notice to, any Person (other than such consents, approvals,
authorization or notices which have been obtained or given prior to the date hereof) and
upon the receipt of approval of the Nevada Gaming Commission of the pledge described herein,
such pledge will constitute the valid, binding and enforceable obligation of the Grantor,
enforceable against the Grantor in accordance with the terms hereof and the other Note
Documents, except as enforcement may be limited by applicable bankruptcy, insolvency,
moratorium, reorganization or other similar laws affecting the enforcement of creditors’
rights or by equitable principles relating to the granting of specific performance and other
equitable remedies as a matter of judicial discretion;




     (c) Upon delivery to the Collateral Agent of the Certificates evidencing the Pledged
Interests, Collateral Agent will have a valid and first priority perfected security interest
in the Pledged Collateral securing the Secured Obligations for the benefit of Collateral
Agent on behalf of the Secured Parties;




     (d) All member or other equity interests that constitute a portion of the Pledged
Collateral are duly authorized, validly issued in accordance with all applicable laws, fully
paid and non-assessable, and represent one hundred percent (100%) of the issued and
outstanding shares of member or other equity interest of Bellagio, LLC and The Mirage
Casino-Hotel. There are no outstanding options, warrants, convertible securities or other
rights, contingent or absolute, to acquire any member or other equity interest of any
Interest Issuer, except as set forth in Schedule 1.



          3. Creation of Security Interest.



               3.1 Pledge of Pledged Collateral. To secure the payment and performance of the Secured
Obligations of the Grantor as and when due, effective upon receipt of the approval of the Nevada
Gaming Commission, the Grantor hereby conveys, pledges, assigns and transfers to the Collateral
Agent, and grants to the Collateral Agent, as agent and representative for the benefit of the
Secured Parties, a security interest (the “Security Interest”) in, all right, title, claim
and interest of the Grantor in and to the Pledged Collateral. Subject to Section 3.3 of
this Agreement, the Security Interest created by this Section 3.1 shall continue in effect
so long
as any Note Obligation is owed to Collateral Agent or any of the Notes remain outstanding.



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Upon receipt of the approval of the Nevada Gaming Commission, the Secured Obligations will be
secured by a valid and enforceable Security Interest in the Pledged Interests, and upon the
delivery to Collateral Agent or its agent of Certificates representing the Pledged Interests, the
Security Interest and the related Lien will be perfected and superior to and prior to the Liens of
all third persons.



               3.2 Delivery of Certain Pledged Collateral. Subject to compliance with applicable
Gaming Laws, Grantor shall cause to be delivered to Collateral Agent or its agent for the benefit
of the Secured Parties (a) the Certificates evidencing the Pledged Interests, (b) the Intercompany
Notes listed on Schedule 2 hereto and (c) any other certificates, instruments or other
agreements now or hereafter representing or evidencing any of the Pledged Collateral. To the extent
required by applicable Gaming Laws, all such Certificates shall be held in the State of Nevada at a
location approved by the Nevada State Gaming Control Board and shall be made available for
inspection by agents or employees of the Nevada State Gaming Control Board immediately upon request
during normal business hours. All Certificates at any time delivered to Collateral Agent for the
benefit of the Secured Parties shall be in suitable form for transfer by delivery, or shall be
accompanied by duly executed and undated instruments of transfer or assignment in blank, all in
form and substance reasonably satisfactory to Collateral Agent. Collateral Agent or its agent shall
hold all Certificates and the Intercompany Notes pledged hereunder pursuant to this Agreement
unless and until released in accordance with Section 3.3 of this Agreement.



               3.3 Release of Pledged Collateral. The Security Interest shall be released upon the
terms and conditions of Sections 11.04 and 11.05 of the Indenture. Any release of the Pledged
Collateral shall comply with Section 11.08 of the Indenture. Collateral Agent, at the expense of
Grantor, promptly shall redeliver all Certificates and Intercompany Notes and shall execute and
deliver to Grantor all documents requested by Grantor that are reasonably necessary to release
Pledged Collateral of record whenever Grantor shall be entitled to the release thereof in
accordance with this Section 3.3. The Security Interest shall be released with respect to
the 13% Secured Notes Secured Parties in the event the 13% Secured Notes Obligations are no longer
required to be secured hereby as a result of the release of the Lien on the Pledged Collateral
under the 13% Secured Notes Indenture.



          4. Further Assurances.



               4.1 Subject to compliance with applicable Gaming Laws, the Grantor agrees that at any time,
and from time to time, at its own expense the Grantor will promptly execute, deliver and file (or
authorize Collateral Agent to file) or record all further financing statements, instruments and
documents, and will take all further actions, including, without limitation, causing the issuers
of, or obligors on, any of the Pledged Collateral to so execute, deliver, file or take other
actions, that may be necessary or desirable, or that Collateral Agent reasonably may request, in
order to perfect and protect any pledge or security interest granted hereby or to enable Collateral
Agent to exercise and enforce its rights and remedies hereunder with respect to any Pledged
Collateral and to preserve, protect and maintain the Pledged Collateral and the value thereof,
including, without limitation, payment of all taxes, assessments and other charges imposed on or
relating to the Pledged Collateral other than claims being contested in good faith by
appropriate proceedings diligently conducted. Subject to compliance with applicable Gaming



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Laws, Grantor hereby (a) irrevocably directs the issuers of or obligors on any such Pledged
Collateral, or each securities intermediary, registrar, transfer agent or trustee for any such
Pledged Collateral, to accept the provisions of this Agreement as conclusive evidence of the right
of Collateral Agent to effect any transfer or exercise any right hereunder or with respect to any
such Pledged Collateral, notwithstanding any other notice or direction to the contrary heretofore
or hereafter given by the Grantor or any other Person to any of such parties; and (b) covenants and
agrees to transfer or reinvest any such Pledged Collateral, promptly upon Collateral Agent’s
written request, in such manner as may be deemed necessary or desirable by Collateral Agent to
create and perfect, and to continue and preserve, a security interest in such Pledged Collateral in
favor of Collateral Agent, or the priority, control and exclusivity thereof, free of all other
Liens and claims except as may be permitted by the terms hereof or of the Indenture.



               4.2 The Grantor agrees to use commercially reasonable efforts to obtain all approvals of the
Nevada Gaming Commission or any other Gaming Authority that are required by law for or in
connection with any action or transaction contemplated by this Agreement or by Article 8 or Article
9 of the Uniform Commercial Code as in effect in the State of Nevada and, at Collateral Agent’s
written request after and during the continuance of an Event of Default, to prepare, sign and file
with the appropriate Gaming Authority the transferor’s portion of any application or applications
for consent to the transfer of control thereof necessary or appropriate under applicable Gaming
Laws for approval of any sale or transfer of the Pledged Collateral pursuant to the exercise of
Collateral Agent’s remedies hereunder and under the Note Documents.



          5. Voting Rights; Dividends; etc. So long as no Event of Default shall have occurred
and be continuing, and until Collateral Agent suspends such rights, Grantor will be entitled to
receive the benefit of all distributions and other Proceeds made upon or with respect to the
Collateral by them and to exercise any voting and other consensual rights pertaining to the
Collateral pledged by them; provided, however, that any and all such distributions
and other Proceeds received in the form of capital stock (or other equity interest) shall be, and
the Certificates representing such capital stock (or other equity interest) forthwith shall be
delivered subject to compliance with Gaming Laws to Collateral Agent or its agent to hold as
Pledged Collateral and shall, if received by the Grantor, be received in trust for the benefit of
the Secured Parties, be segregated from the other property of the Grantor, and forthwith be
delivered to Collateral Agent or its agent for the benefit of the Secured Parties as Pledged
Collateral in the same form as so received (with any necessary endorsements) in suitable form for
transfer by delivery or accompanied by executed and undated instruments of transfer or assignment
in blank, all in form and substance reasonably satisfactory to Collateral Agent.




          Upon the occurrence and during the continuance of an Event of Default, at the election of
Collateral Agent or the Noteholders holding a majority in aggregate principal amount of the
Outstanding Notes pursuant to Section 6.12 of the Indenture to suspend such rights:





     (a) Voting Rights. Upon the receipt of all required approvals from any
applicable Gaming Authority, all rights of Grantor to exercise such voting or other
consensual rights shall cease, and all such rights shall become vested in the Collateral
Agent which, to the extent permitted by law, will have the sole right to exercise such
rights.



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     (b) Interest and Distribution Rights. All rights of Grantor to receive all
distributions and other Proceeds made upon or with respect to the Collateral will cease, and
upon the receipt of all required approvals from any applicable Gaming Authority, such cash
dividends, interest and other payments will be paid to Collateral Agent.



          6. Rights During Event of Default. When an Event of Default has occurred and is
continuing, subject to receipt of all required approvals from any applicable Gaming Authority:



               6.1 Proceeds Held in Trust. All distributions and other Proceeds which are received by
the Grantor contrary to the provisions of this Agreement shall be received in trust for the benefit
of the Secured Parties, shall be segregated from other funds of the Grantor, and forthwith shall be
paid over to Collateral Agent for the account of Collateral Agent as Pledged Collateral in the same
form as so received (with any necessary endorsements).



               6.2 Irrevocable Proxy. The Grantor hereby revokes all previous proxies with regard to
the Pledged Securities and, to the extent allowable under applicable Gaming Laws, appoints
Collateral Agent for the benefit of the Secured Parties as its proxyholder to attend and vote at
any and all meetings of the members (or other equity holders, as applicable) of the limited
liability companies (or other entities, as applicable) which issued the Pledged Securities, and any
adjournments thereof, held on or after the date of the giving of this proxy and prior to the
termination of this proxy and to execute any and all written consents of members (or other equity
holders, as applicable) of such limited liability companies (or other entities, as applicable)
executed on or after the date of the giving of this proxy and prior to the termination of this
proxy, with the same effect as if the Grantor had personally attended the meetings or had
personally voted its interests (or other equity interests, as applicable) or had personally signed
the written consents; provided, however, that the proxyholder shall have rights
hereunder only upon the occurrence and during the continuance of an Event of Default under the
Indenture and subject to compliance with Gaming Laws. The Grantor hereby authorizes Collateral
Agent to, subject to compliance with Gaming Laws, substitute another Person as the proxyholder and,
upon the occurrence or during the continuance of any Event of Default, hereby authorizes and
directs the proxyholder to file this proxy and the substitution instrument with the secretary or
other appropriate officer of the appropriate limited liability company or other entity as
applicable. This proxy is coupled with an interest and is irrevocable until such time as the
Security Interest is released pursuant to Section 3.3.



          7. Transfers and Other Liens. The Grantor agrees that, except as permitted under the
Note Documents, it will not (i) sell, assign, exchange, transfer or otherwise dispose of, or
contract to sell, assign, exchange, transfer or otherwise dispose of, or grant any option with
respect to, any of the Pledged Collateral, (ii) create or permit to exist any Lien upon or with
respect to any of the Pledged Collateral, except for Permitted Liens and other encumbrances
permitted pursuant to the Indenture, or (iii) take any action with respect to the Pledged
Collateral which is inconsistent with the provisions or purposes of this Agreement or any other
Note Document.



          8. Collateral Agent Appointed Attorney-in-Fact. The Grantor hereby irrevocably
appoints Collateral Agent for the benefit of the Secured Parties as the Grantor’s attorney-



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in-fact for the following purposes: (a) to do all acts and things and to execute all documents
which Collateral Agent may deem necessary or advisable to perfect and continue perfected the
Security Interest created by this Agreement, and, upon the occurrence and during the continuance of
an Event of Default, to preserve, process, develop, maintain and protect the Pledged Collateral;
(b) upon the occurrence and during the continuance of an Event of Default, to do any and every act
which the Grantor is obligated to do under this Agreement; (c) to prepare, sign, file and record,
in the Grantor’s name, any financing statement covering the Pledged Collateral; and (d) to endorse
and transfer the Pledged Collateral upon foreclosure by Collateral Agent; provided,
however, that Collateral Agent shall be under no obligation whatsoever to take any of the
foregoing actions, and, absent bad faith or actual malice, Collateral Agent shall have no liability
or responsibility for any act taken or omission with respect thereto. The foregoing power of
attorney is coupled with an interest and is irrevocable. The Grantor hereby agrees to repay
promptly upon demand all reasonable costs and expenses incurred or expended by Collateral Agent in
exercising any right or taking any action under this Agreement.



          9. Collateral Agent May Perform Obligations. If the Grantor fails to perform any
Obligation contained herein, Collateral Agent for the benefit of the Secured Parties may, but
without any obligation to do so and without further notice to or demand upon Grantor, perform the
same and take such other action as Collateral Agent may deem necessary or desirable to protect the
Pledged Collateral or Collateral Agent’s Security Interest therein, Collateral Agent being hereby
authorized (without limiting the general nature of the authority hereinabove conferred) to pay,
purchase, contest and compromise any Lien which in the reasonable judgment of Collateral Agent
appears to be prior or superior to Collateral Agent’s Security Interest, and in exercising any such
powers and authority to pay necessary expenses, employ counsel and pay reasonable attorneys’ fees.
The Grantor hereby agrees to repay promptly following demand all sums so expended by Collateral
Agent, together with interest from the date of expenditure at the rates provided for in the
Indenture. Collateral Agent shall not be under any duty or obligation to preserve, maintain or
protect the Pledged Collateral or any of the Grantor’s rights or interest therein, exercise any
voting rights with respect to the Pledged Collateral, whether or not a Default or Event of Default
has occurred or is continuing, or make or give any notices of default, presentments, demands for
performance, notices of non-performance or dishonor, protests, notices of protest or notice of any
other nature whatsoever in connection with the Pledged Collateral on behalf of the Grantor or any
other Person having any interest therein; and neither Collateral Agent nor any noteholder assumes
and none shall be obligated to perform the Secured Obligations of the Grantor, if any, with respect
to the Pledged Collateral.



          10. Reasonable Care. Collateral Agent shall be deemed to have exercised reasonable
care in the custody and preservation of the Pledged Collateral in its possession if the Pledged
Collateral is accorded treatment substantially similar to that which Collateral Agent accords its
own property, it being understood that Collateral Agent shall not have any responsibility for
ascertaining or taking action with respect to maturities, calls, conversions, exchanges, tenders or
other matters relative to any Pledged Collateral, whether or not Collateral Agent has or is deemed
to have knowledge of such matters, or taking any necessary steps to preserve rights against any
Person with respect to any Pledged Collateral. The Collateral Agent shall comply with the
conditions, if any, imposed by the Gaming Authority in connection with the approvals of the
Security Interest granted hereunder by the Grantor, including, without limitation, any conditions requiring Collateral Agent to permit representatives of the Gaming Authority to
inspect



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such securities and Certificates. Collateral Agent shall not surrender possession of any
Pledged Collateral to any party other than Grantor without the prior approval of the Gaming
Authority or as otherwise permitted by applicable Gaming Laws.



          11. Events of Default and Remedies.



               11.1 Rights Upon Event of Default. Upon the occurrence and during the continuance of
an Event of Default under the Indenture, Grantor shall be in default hereunder and Collateral Agent
shall have in any jurisdiction where enforcement is sought, in addition to all other rights and
remedies that Collateral Agent may have under this Agreement, under any other Note Document, the
13% Secured Notes, the 13% Secured Notes Indenture and under applicable Law or in equity, all of
its rights and remedies as a secured party under the Uniform Commercial Code as enacted in any such
jurisdiction, and in addition the following rights and remedies, all of which may be exercised with
or without further notice to the Grantor, subject to receipt of all required approvals from any
applicable Gaming Authority:




     (a) to notify any Interest Issuer of any Pledged Securities and any and all other
obligors on any Pledged Collateral that the same has been pledged to Collateral Agent for
the benefit of the Secured Parties and that all distributions and other Proceeds thereon are
to be made directly and exclusively to Collateral Agent for the account of Collateral Agent;
to renew, extend, modify, amend, accelerate, accept partial payments on, make allowances and
adjustments and issue credits with respect to, release, settle, compromise, compound,
collect or otherwise liquidate, on terms acceptable to Collateral Agent, in whole or in
part, the Pledged Collateral and any amounts owing thereon or any guaranty or security
therefor; to enter into any other agreement relating to or affecting the Pledged Collateral;
and to give all consents, waivers and ratifications with respect to the Pledged Collateral
and exercise all other rights (including voting rights), powers and remedies and otherwise
act with respect thereto as if Collateral Agent were the owner thereof;




     (b) to enforce payment and prosecute any action or proceeding with respect to any and
all of the Pledged Collateral and take or bring, in Collateral Agent’s name(s) or in the
name of the Grantor, all steps, actions, suits or proceedings deemed by Collateral Agent
necessary or desirable to effect collection of or to realize upon the Pledged Collateral;




     (c) in accordance with applicable Law, to take possession of the Pledged Collateral
with or without judicial process;




     (d) to endorse, in the name of the Grantor, all checks, notes, drafts, money orders,
instruments and other evidences of payment relating to the Pledged Collateral;




     (e) to transfer any or all of the Pledged Collateral into the name of Collateral Agent
or its nominee or nominees; and




     (f) in accordance with applicable Law (including applicable Gaming Laws), to foreclose
the Liens and Security Interest created under this Agreement or under any other agreement
relating to the Pledged Collateral by any available judicial procedure or



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without judicial
process, and to sell, assign or otherwise dispose of the Pledged Collateral or any part
thereof, either at public or private sale or at any broker’s board or securities exchange,
in lots or in bulk, for cash, on credit or on future delivery, or otherwise, with or without
representations or warranties, and upon such terms as shall be acceptable to Collateral
Agent; all at the sole option of and in the sole discretion of Collateral Agent.



               11.2 Notice of Sale. Collateral Agent shall give Grantor at least 10 days’ written
notice of sale of all or any part of the Pledged Collateral. Subject to compliance with Gaming
Laws, any sale of the Pledged Collateral shall be held at such time or times and at such place or
places as Collateral Agent may determine in the exercise of its sole and absolute discretion.
Collateral Agent may bid (which bid may be, in whole or in part, in the form of cancellation of
Secured Obligations) for and purchase for the account of Collateral Agent or any nominee of
Collateral Agent the whole or any part of the Pledged Collateral. Collateral Agent shall not be
obligated to make any sale of the Pledged Collateral if it shall determine not to do so regardless
of the fact that notice of sale of the Pledged Collateral may have been given. Collateral Agent
may, without notice or publication, adjourn the sale from time to time by announcement at the time
and place fixed for sale, and such sale may, without further notice, be made at the time and place
to which the same was so adjourned.



               11.3 Private Sales. Subject to compliance with Gaming Laws, upon the occurrence and
during the continuance of an Event of Default under the Indenture, whether or not any of the
Pledged Collateral has been effectively registered under the Securities Act of 1933, as amended, or
other applicable Laws, Collateral Agent may, in its sole and absolute discretion, sell all or any
part of the Pledged Collateral at private sale in such manner and under such circumstances as
Collateral Agent may deem necessary or advisable in order that the sale may be lawfully conducted.
Without limiting the foregoing, Collateral Agent may (i) approach and negotiate with a limited
number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to Persons
who will represent and agree that they are purchasing the Pledged Collateral for their own account
for investment and not with a view to the distribution or resale thereof. In the event that any of
the Pledged Collateral is sold at private sale, the Grantor agrees that if the Pledged Collateral
is sold for a price which Collateral Agent in good faith believes to be reasonable, then, (A) the
sale shall be deemed to be commercially reasonable in all respects, (B) the Grantor shall not be
entitled to a credit against the Secured Obligations in an amount in excess of the purchase price,
and (C) Collateral Agent shall not incur any liability or responsibility to the Grantor in
connection therewith, notwithstanding the possibility that a substantially higher price might have
been realized at a public sale. The Grantor recognizes that a ready market may not exist for
Pledged Collateral which is not regularly traded on a recognized securities exchange or in another
recognized market, and that a sale by Collateral Agent of any such Pledged Collateral for an amount
substantially less than a pro rata share of the fair market value of such Interest Issuer’s assets
minus liabilities may be commercially reasonable in view of the difficulties that may be
encountered in attempting to sell a large amount of Pledged Collateral or Pledged Collateral that
is privately traded.



               11.4 Title of Purchasers. Subject to compliance with Gaming Laws, upon consummation of
any sale of Pledged Collateral pursuant to this Section 11, Collateral Agent shall have the
right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral
so sold. Each such purchaser at any such sale shall hold the Pledged



-10-









 







Collateral sold absolutely
free from any claim or right on the part of Grantor or any other Person, and the Grantor hereby
waives (to the extent permitted by applicable Laws) all rights of redemption, stay and 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. If the sale of all or any part of the Pledged Collateral is made on
credit or for future delivery, Collateral Agent shall not be required to apply any portion of the
sale price to the Secured Obligations until such amount actually is received by Collateral Agent,
and any Pledged Collateral so sold may be retained by Collateral Agent until the sale price is paid
in full by the purchaser or purchasers thereof. Collateral Agent shall not incur any liability in
case any such purchaser or purchasers shall fail to pay for the Pledged Collateral so sold, and, in
case of any such failure, the Pledged Collateral may be sold again upon like notice.



               11.5 Disposition of Proceeds of Sale. The net cash proceeds resulting from the
collection, liquidation, sale or other disposition of the Pledged Collateral shall be applied,
first, to the costs and expenses (including attorneys’ fees) of retaking, holding, storing,
processing and preparing for sale, selling, collecting and liquidating the Pledged Collateral, and
the like; and thereafter pro rata to the satisfaction of the Secured Obligations (i) as among the
Noteholders, pursuant to Section 6.06 of the Indenture and (ii) as among the 13% Secured Notes
Secured Parties, as set forth in the 13% Secured Notes Indenture. In making the determination and
allocations required by this Section 11.5, the Collateral Agent may conclusively rely upon
information supplied by the 13% Secured Notes Secured Parties or the trustee for the 13% Secured
Notes as to the amounts of unpaid principal and interest and other amounts outstanding with respect
to the 13% Secured Notes Obligations and the Collateral Agent shall have no liability to any of the
Secured Parties for actions taken in reliance on such information. All distributions made by the
Collateral Agent pursuant to this Section 11.5 shall be final, and the Collateral Agent shall have
no duty to inquire as to the application by the 13% Secured Notes Secured Parties or trustee for
the 13% Secured Notes of any amounts distributed to the 13% Secured Notes Secured Parties.



          12. Continuing Effect. This Agreement shall remain in full force and effect and
continue to be effective should any petition be filed by or against the Grantor for liquidation or
reorganization, should the Grantor become insolvent or make an assignment for the benefit of
creditors or should a receiver or trustee be appointed for all or any significant part of the
Grantor’s assets, and shall continue to be effective or be reinstated, as the case may be, if at
any time payment and performance of the Secured Obligations, or any part thereof, is, pursuant to
applicable Law, rescinded or reduced in amount, or must otherwise be restored or returned by
Collateral Agent or any Secured Party, whether as a “voidable preference,” “fraudulent conveyance”
or otherwise (and whether by litigation, settlement, demand or otherwise), all as though such
payment or performance had not been made. In the event that any payment or any part thereof is
rescinded, reduced, restored or returned, the Secured Obligations shall be reinstated and deemed
reduced only by such amount paid and not so rescinded, reduced, restored or returned.



          13. Regulatory Matters. Collateral Agent, on behalf of Secured Parties, acknowledges
and agrees that:




     (a) In the event that Collateral Agent exercises one or more of the remedies set forth
in Section 11 of this Agreement, including but not limited to re-registration of



-11-









 







the
Pledged Collateral pursuant to applicable Gaming Laws, such exercise of remedies would be
deemed a separate transfer of the Pledged Collateral and would require the separate and
prior approval of the Gaming Authority pursuant to applicable Gaming Laws as in effect on
the date hereof.




     (b) The approval by the Gaming Authority of this Agreement shall not act or be
construed as the approval, either express or implied, for the Collateral Agent to take any
actions or steps provided for in this Agreement for which prior approval of the Gaming
Authority is required, without first obtaining such prior and separate approval of the
Gaming Authority to the extent then required by this Agreement.



          14. Covenant Not To Issue Uncertificated Securities. The Grantor represents and
warrants to Collateral Agent that all of the capital stock (or other equity interests) of Bellagio
and TMCH are securities in certificated form (in each case as contemplated by Article 8 of the
Uniform Commercial Code as in effect in the State of Nevada), and covenants to Collateral Agent
that, subject to the receipt of all required approvals from the applicable Gaming Authority, it
will not cause or permit Bellagio or TMCH (or any other Interest Issuer) to issue any member
interests (or other equity interest) in a form that is not a security, or in any uncertificated
form, or seek to convert all or any part of its existing member interests (or other equity
interest) into instruments or other documents that are not securities, or into securities in
uncertificated form (in each case as contemplated by Article 8 of the Uniform Commercial Code as in
effect in the State of Nevada). The foregoing representations, warranties and covenants shall
survive the execution and delivery of this Agreement.



          15. Covenant Not To Dilute Interests of Collateral Agent in Pledged Securities. The
Grantor represents, warrants and covenants to Collateral Agent that it will not at any time cause
or permit Bellagio or TMCH to issue any additional member interests (or other equity interest), or
any warrants, options or other rights to acquire any additional capital stock (or other equity
interest), if the effect thereof would be to dilute in any way the interests of Collateral Agent in
any Pledged Securities or in any Interest Issuer.



          16. Indemnity. The Grantor agrees to indemnify and hold harmless Collateral Agent, and
each of them, from and against any and all claims, demands, losses, judgments and liabilities
(including without limitation liabilities for penalties) of whatsoever kind or nature, and to
reimburse Collateral Agent for (a) all costs and expenses including, without limitation, attorneys’
fees and expenses and/or costs and expenses associated with, arising out of or in connection with
this Agreement, or any waiver, supplementation, extension, renewal or amendment of any term or
provision hereof, and (b) all costs and expenses including, without limitation, attorneys’ fees and
expenses and/or costs and expenses associated with, arising out of or in connection with the
exercise by Collateral Agent of any right or remedy Granted to it hereunder or under the other Note
Documents (including in connection with any workout, restructuring or bankruptcy, insolvency or
other similar proceeding) or the 13% Secured Notes Indenture; except, in
each case, to the extent arising from the gross negligence or willful misconduct of Collateral
Agent as determined by a court of competent jurisdiction by final and nonappealable judgment. In no
event shall Collateral Agent be liable for any matter or thing in connection with this Agreement
other than to account for monies actually received by Collateral Agent in accordance with the terms
hereof. If and to the extent that the agreements of the Grantor under this Section 16



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 are
unenforceable for any reason, the Grantor hereby agrees to make the maximum contribution to the
payment and satisfaction of such obligations which is permissible under applicable Law.



          17. Waivers and Consents. The Grantor acknowledges that the Liens created or granted
herein will or may secure obligations of Persons other than the Grantor and, in full recognition of
that fact, the Grantor consents and agrees that Collateral Agent may, but is not obligated to as
determined in its sole discretion, and shall upon the direction of the Noteholders in accordance
with Section 6.12 of the Indenture, at any time and from time to time, without notice or demand,
and without affecting the enforceability or security hereof:




     (a) supplement, modify, amend, extend, renew, accelerate, or otherwise change the time
for payment or the terms of the Notes Obligations or any part thereof, including any
increase or decrease of the rate(s) of interest thereon;




     (b) supplement, modify, amend or waive, or enter into or give any agreement, approval
or consent with respect to, the Notes Obligations or any part thereof or any of the Note
Documents or any additional security or guaranties, or any condition, covenant, default,
remedy, right, representation or term thereof or thereunder;




     (c) accept new or additional instruments, documents or agreements in exchange for or
relative to any of the Note Documents or the Notes Obligations or any part thereof;




     (d) accept partial payments on the Notes Obligations;




     (e) receive and hold additional security or guaranties for the Notes Obligations or any
part thereof;




     (f) release, reconvey, terminate, waive, abandon, subordinate, exchange, substitute,
transfer and enforce any security or guaranties, and apply any security and direct the order
or manner of sale thereof as Collateral Agent in its sole and absolute discretion may
determine;




     (g) release any Person or any guarantor from any personal liability with respect to the
Notes Obligations or any part thereof;




     (h) settle, release on terms satisfactory to Collateral Agent or by operation of
applicable laws or otherwise liquidate or enforce any Notes Obligations and any security or
guaranty therefor in any manner, consent to the transfer of any security and bid and
purchase at any sale; and




     (i) consent to the merger, change or any other restructuring or termination of the
corporate or other existence of Issuer or any other Person, and correspondingly restructure
the Notes Obligations, and any such merger, change, restructuring or termination shall not
affect the liability of the Grantor or the continuing existence of any Lien hereunder, under
any other Loan Document to which the Grantor is a party or the enforceability hereof or
thereof with respect to all or any part of the Notes Obligations;



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provided, however, that the requisite written consent of the 13% Secured Notes Secured Parties
pursuant to the 13% Secured Notes Indenture shall be required with respect to any release, waiver,
amendment or other modification of this Agreement that would materially and adversely affect the
rights of the 13% Secured Notes Secured Parties to equally and ratably share in the security
provided for herein with respect to the Pledged Collateral. Except as set forth in this
Section 17, the 13% Secured Notes Secured Parties shall not have any rights to approve any
release, waiver, amendment, modification, charge, discharge or termination with respect to this
Agreement.




          Upon the occurrence of and during the continuance of any Event of Default, Collateral Agent
may enforce this Agreement independently as to the Grantor and independently of any other remedy or
security Collateral Agent at any time may have or hold in connection with the Secured Obligations,
and it shall not be necessary for Collateral Agent to marshal assets in favor of the Grantor or any
other Person or to proceed upon or against and/or exhaust any other security or remedy before
proceeding to enforce this Agreement. The Grantor expressly waives any right to require Collateral
Agent to marshal assets in favor of the Grantor, or any other Person or to proceed against any
other Person or any collateral provided by any other Person, and agrees that Collateral Agent may
proceed against any Person and/or collateral in such order as it shall determine in its sole and
absolute discretion. Collateral Agent may file a separate action or actions against the Grantor,
whether or not action is brought or prosecuted with respect to any other security or against any
other Grantor, Issuer or any other Person, or whether or not any other Person is joined in any such
action or actions. The Grantor agrees that Collateral Agent and Issuer and any Person may deal with
each other in connection with the Secured Obligations or otherwise, or alter any contracts or
agreements now or hereafter existing between any of them, in any manner whatsoever, all without in
any way altering or affecting the validity of, or the pledge or Security Interest granted or
created by, this Agreement. Collateral Agent’s rights hereunder shall be reinstated and revived,
and the enforceability of this Agreement shall continue, with respect to any amount at any time
paid on account of the Secured Obligations which thereafter shall be required to be restored or
returned by Collateral Agent upon the bankruptcy, insolvency or reorganization of the Grantor or
any other Person or otherwise (and whether by litigation, settlement, demand or otherwise), all as
though such amount had not been paid. The Grantor agrees that the Liens created or granted herein
and the enforceability of this Agreement at all times shall remain effective to secure the full
amount of all the Secured Obligations including, without limitation, the amount of all loans and
interest thereon at the rates provided for in the Indenture, the 13% Secured Notes Indenture and
the note(s) thereunder, even though the Secured Obligations, including any part thereof or
any other security or guaranty therefor, maybe or hereafter may become invalid or otherwise
unenforceable as against Issuer or any other Person and whether or not Issuer or any other Person
shall have any personal liability with respect thereto. The Grantor expressly waives any and all
defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of Issuer or any other Person with respect to the Secured
Obligations, (b) the unenforceability or invalidity of any security or guaranty for the Secured
Obligations or the lack of perfection or continuing perfection or failure or subordination of
priority of any security for the Secured Obligations, (c) the cessation for any cause whatsoever of
the liability of Issuer or any other Grantor (other than by reason of the full payment and
performance of all Secured Obligations), (d) any failure of Collateral Agent to marshal assets in
favor of the Grantor or any other Person, (e) except as otherwise provided in this Agreement, any
failure of Collateral Agent to give notice of sale or other disposition of collateral to the
Grantor or any other Person or any



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defect in any notice that may be given in connection with any
sale or disposition of collateral, (f) except as otherwise provided in this Agreement, any failure
of Collateral Agent to comply with applicable Laws in connection with the sale or other disposition
of any Pledged Collateral or other security for any Secured Obligation, including, without
limitation, any failure of Collateral Agent to conduct a commercially reasonable sale or other
disposition of any Pledged Collateral or other security for any Secured Obligation, (g) any act or
omission of Collateral Agent or others that directly or indirectly results in or aids the discharge
or release of Issuer or any other Person or the Secured Obligations or any other security or
guaranty therefor by operation of Law or otherwise, (h) any Law which provides that the obligation
of a surety or guarantor must neither be larger in amount nor in other respects more burdensome
than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to
the principal obligation, (i) any failure of Collateral Agent to file or enforce a claim in any
bankruptcy or other proceeding with respect to any Person, (j) the election by Collateral Agent, in
any bankruptcy proceeding of any Person, of the application or non-application of Section
1111(b)(2) of the United States Bankruptcy Code, (k) any extension of credit or the grant of any
Lien under Section 364 of the United States Bankruptcy Code, (l) any use of cash collateral under
Section 363 of the United States Bankruptcy Code, (m) any agreement or stipulation with respect to
the provision of adequate protection in any bankruptcy proceeding of any Person, (n) the avoidance
of any Lien in favor of Collateral Agent for any reason, (o) any bankruptcy, insolvency,
reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced
by or against any Person, including any discharge of, or bar or stay against collecting,
all or any of the Secured Obligations (or any interest thereon) in or as a result of any such
proceeding, (p) to the extent permitted by applicable Law, the benefits of any form of one-action
rule under any applicable Law, or (q) any action taken by Collateral Agent that is authorized by
this Section 1 or any other provision of any Loan Document. Until no part of any commitment to lend
remains outstanding and all of the Secured Obligations have been paid and performed in full,
Grantor shall have no right of subrogation, contribution, reimbursement or indemnity, and the
Grantor expressly waives any right to enforce any remedy that Collateral Agent now has or hereafter
may have against any other Person and waives the benefit of, or any right to participate in, any
other security now or hereafter held by Collateral Agent. The Grantor waives all rights and
defenses arising out of an election of remedies by Collateral Agent, even though that election of
remedies, such as a non-judicial foreclosure with respect to security for the Secured Obligations
has destroyed the Grantor’s rights of subrogation and reimbursement against the principal. The
Grantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or
performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of
dishonor and all other notices or demands of any kind or nature whatsoever with respect to the
Secured Obligations, and all notices of acceptance of this Agreement or of the existence, creation
or incurring of new or additional Secured Obligations.



          Notwithstanding anything contained herein to the contrary, the right of the Collateral Agent
to perform any discretionary act enumerated herein or in any other Collateral Documents to which it
is a party (including the right to consent to or approve of any action or document which requires
their consent or approval and the right to waive any provision of, or consent to any change or
amendment to, any of the Collateral Documents) shall not be construed as giving rise to any
expressed or implied duty owed by the Collateral Agent, and the Collateral Agent shall not be
answerable in connection with any of the foregoing for, or have any liability whatsoever as a
result of, (i) its refusal to perform, consent or approve of such discretionary acts without



-15-









 







 the
prior consent or direction of the applicable percentage of the Noteholders that would be required
if such consent or direction was obtained under the Indenture or Collateral documents, as the case
may be, or (ii) its performance of any such discretionary act (except for any gross negligence or
willful misconduct in the performance of such acts). In connection with any such discretionary
acts, the Collateral Agent may in its sole discretion (but shall not, except as otherwise provided
in the Indenture or as otherwise required by applicable Law, have any obligation to) request the
approval of the Noteholders.



          The obligations of the Collateral Agent to the 13% Secured Notes Secured Parties hereunder and
under the other Collateral Documents shall be limited solely to (i) holding the Pledged Collateral
for the benefit of the 13% Secured Notes Secured Parties for so long as (A) any Notes Obligations
remain outstanding and (B) any 13% Secured Notes Obligations are secured by such Pledged Collateral
and (ii) distributing any proceeds received by the Collateral Agent from the sale, collection or
realization of the Pledged Collateral to the 13% Secured Notes Secured Parties in respect of the
13% Secured Notes Obligations in accordance with the terms of this Agreement. The 13% Secured
Notes Secured Parties shall not be entitled to exercise (or direct the Collateral Agent to
exercise) any rights or remedies hereunder with respect to the 13% Secured Notes Obligations,
including without limitation the right to enforce the security interest in the Pledged Collateral,
request any action, institute proceedings, give any instructions, make any election, give any
notice to account debtors, make collections, sell or otherwise foreclose on any portion of the
Pledged Collateral or execute any amendment, supplement, or acknowledgment hereof or of any other
Collateral Document. This Agreement shall not create any liability of the Collateral Agent or the
Noteholders to any of the 13% Secured Notes Secured Parties by reason of actions taken with respect
to the creation, perfection or continuation of the security interest on the Collateral, actions
with respect to the occurrence of an Event of Default, actions with respect to the foreclosure
upon, sale, release, or depreciation of, or failure to realize upon, any of the Collateral or
action with respect to the collection of any claim for all or any part of the Secured Obligations
from any account debtor, guarantor or any other party or the valuation, use or protection of the
Pledged Collateral. By acceptance of the benefits under this Agreement and the other Collateral
Documents, the 13% Secured Notes Secured Parties will be deemed to have acknowledged and agreed
that the provisions of the preceding sentence are intended to induce the Noteholders to permit such
persons to be Secured Parties under this Agreement and certain of the other Collateral Documents
and are being relied upon by the Noteholders as consideration therefor. The Collateral Agent shall
not be required to ascertain or inquire as to the performance by the Issuer or any other obligor of
the 13% Secured Notes Obligations.



          Notwithstanding anything to the contrary herein, nothing in this Agreement shall or shall be
construed to (i) result in the security interest in the Pledged Collateral securing the
13% Secured Notes Obligations less than equally and ratably with the Notes Obligations
pursuant to the 13% Secured Notes Indenture to the extent required or (ii) modify or affect the
rights of the 13% Secured Notes Secured Parties to receive the pro rata share specified in Section
11.5 of any proceeds of any collection or sale of Collateral.



          The parties hereto agree that the 13% Secured Notes Obligations and the Notes Obligations are,
and will be, equally and ratably secured with each other by the Liens on the Pledged Collateral,
and that it is their intention to give full effect to the equal and ratable provisions of the 13%
Secured Notes Indenture, as in effect on the date hereof. To the extent that the



-16-









 







rights and
benefits herein or in any other Collateral Document conferred on the 13% Secured Notes Secured
Parties shall be held to exceed the rights and benefits required so to be conferred by such
provisions, such rights and benefits shall be limited so as to provide such 13% Secured Notes
Secured Parties only those rights and benefits that are required by such provisions. Any and all
rights not herein expressly given to the 13% Secured Notes Secured Parties are expressly reserved
to the Collateral Agent and the Noteholders.



          18. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEVADA.



          19. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original and all of which, taken together, shall constitute one and the
same agreement.



          20. Additional Powers and Authorization. The Collateral Agent has been appointed as
the Collateral Agent hereunder pursuant to the Indenture and shall be entitled to the benefits of
the Indenture and the other Note Documents. By accepting the benefits of this Agreement and the
other Collateral Documents, each 13% Secured Notes Secured Party hereby appoints the Collateral
Agent, to serve as collateral agent of the 13% Secured Notes Secured Parties under each of this
Agreement and the other Collateral Documents on the terms set forth herein and in the other
Collateral Documents. Notwithstanding anything contained herein to the contrary, the Collateral
Agent may employ agents, trustees, or attorneys-in-fact and may vest any of them with any property
(including, without limitation, the Pledged Collateral), title, right or power deemed necessary for
the purposes of such appointment.



          21. Notices. The Grantor hereby irrevocably appoints Issuer as its agent for the
purpose of receiving notices hereunder, and agrees that the Grantor conclusively shall be deemed to
have received any notice when such notice has been given to Issuer in the manner provided for in
the Indenture.



          22. Consent To Transfer of Pledged Collateral. Notwithstanding any restrictions or
prohibitions on assignment, transfer or other hypothecation of the Pledged Collateral contained in
any articles of organization, articles or certificate of incorporation, operating agreement,
by-laws, shareholder agreement or any similar instrument (a) with respect to Grantor or any
Subsidiary of the Grantor or (b) otherwise entered into by the Grantor or any other party which may
from time to time become a Grantor hereunder, the Grantor hereby consents to (i) the pledge of the
Pledged Collateral hereunder, (ii) the assignment, pledge, transfer or other hypothecation of the Pledged Collateral in connection with this Agreement or (iii) the exercise
of any rights or remedies hereunder, including transfers to the Collateral Agent or third parties
pursuant to foreclosure or other exercise of remedies.



          23. WAIVER OF JURY TRIAL. THE GRANTOR HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER NOTE DOCUMENT OR
THE TRANSACTIONS



-17-









 







CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). THE GRANTOR (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER NOTE DOCUMENTS BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.



          24. Rights, Privileges and Protections. The rights, privileges, protections,
immunities and benefits given to the Trustee by the terms of the Indenture, including, without
limitation, its rights to be reimbursed or indemnified, are extended to, and shall be enforceable
by, the Trustee in its capacity as Collateral Agent hereunder, and each agent, custodian and other
Person employed to act hereunder.



[The remainder of this page is intentionally left blank — signature page follows]




-18-









 








          IN WITNESS WHEREOF, the Grantor has caused this Agreement to be duly executed as of the date
first above written.



	 	 	 	 	 
	 	“Grantor”



MIRAGE RESORTS INCORPORATED,

a Nevada corporation

 	 
	 	By:  	/s/
John M. McManus
 	 
	 	 	Name:  	John M. McManus 	 
	 	 	Title:  	Assistant Secretary 	 
	 



ACCEPTED AND AGREED

AS OF THE DATE FIRST

ABOVE WRITTEN:

“Collateral Agent”




U.S. Bank National Association




	 	 	 	 	 
	 	 	 
	 	By:  	/s/
Raymond S. Haverstock
 	 
	 	 	Name:  	Raymond S. Haverstock 	 
	 	 	Title:  	Vice President 	 
	 




-19-