0000950153-08-001980 Sample Contracts

PLEDGE AGREEMENT
Pledge Agreement • November 20th, 2008 • MGM Mirage • Services-miscellaneous amusement & recreation • Nevada

This PLEDGE AGREEMENT dated as of November 14, 2008, is made by MGM MIRAGE, a Delaware corporation, New PRMA Las Vegas, Inc., a Nevada corporation (“New PRMA”) and each of them, jointly and severally, as Grantors (each a “Grantor” and collectively, “Grantors”) and U.S. Bank National Association, as the trustee and collateral agent for the benefit of the Noteholders (as defined below) under the Indenture (as defined below) (in such capacity, together with its successors in such capacity, “Collateral Agent”), with reference to the following facts:

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SECURITY AGREEMENT
Security Agreement • November 20th, 2008 • MGM Mirage • Services-miscellaneous amusement & recreation

This SECURITY AGREEMENT dated as of November 14, 2008, is made by NEW YORK-NEW YORK HOTEL & CASINO, LLC, a Nevada limited liability company, as Grantor (“Grantor”) and U.S. Bank National Association, as the Trustee and collateral agent for the benefit of the Noteholders (as defined below) under the Indenture (as defined below) (in such capacity, together with its successors in such capacity, “Collateral Agent”), with reference to the following facts:

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