SECURITY AGREEMENT

Exhibit 4.2

EXECUTION VERSION

SECURITY AGREEMENT

     This SECURITY AGREEMENT dated as of May 19, 2009, is made by BELLAGIO, LLC, a Nevada limited liability company (“ Bellagio ”) and THE MIRAGE CASINO-HOTEL, a Nevada corporation (“ TMCH ”) 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 Secured Parties (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:

RECITALS

     A. MGM MIRAGE, a Delaware corporation (“ 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 Grantors) and the Trustee, 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. Each Grantor is a subsidiary of Issuer, and 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 each Grantor enter into this Agreement and grant the security interests 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 each Grantor to grant a security interest in the Collateral to secure the Notes Obligations, unless such Grantor grants an equal and ratable security interest in the 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, each Grantor hereby represents, warrants, covenants, agrees, assigns and grants as follows:

     1.  Definitions . This Agreement is the “ Security Agreement ” referred to in the Indenture. Terms defined in the Indenture and not otherwise defined in this Agreement shall have the meanings defined for those terms in the Indenture. Terms defined in the Nevada Uniform Commercial Code (“ NVUCC ”) 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. As used in this Agreement, 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 Security Agreement, and any extensions, modifications, renewals, restatements, supplements or amendments hereof.

     “ Capital Stock ” means:

   (a) in the case of a corporation, corporate stock;

   (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

   (c) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

   (d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets or properties of, the issuing Person.

     “ Collateral ” means and includes all present and future right, title and interest of any Grantor in or to any personal property or assets whatsoever, and all rights and powers of such Grantor to transfer any interest in or to any personal property or assets whatsoever, including, without limitation, any and all of the following personal property:

   (a) All present and future accounts, accounts receivable, payment intangibles, agreements, contracts, leases, contract rights, rights to payment, instruments, promissory notes, documents, chattel paper, security agreements, guaranties, undertakings, surety bonds, health-care-insurance receivables, insurance policies, commercial tort claims listed on Schedule 4(h), notes and drafts, and all forms of obligations owing to any Grantor or in which any Grantor may have any interest, however created or arising;

   (b) All present and future general intangibles, all tax refunds of every kind and nature to which any Grantor now or hereafter may become entitled, however arising, all other refunds, and all deposits, reserves, loans, royalties, cost savings, deferred payments, goodwill, choses in action, trade secrets, computer programs, software, customer

lists, trademarks (including any applications therefor), trade names, service marks, patents (including any applications therefor), licenses (including, without limitation, the Trademark License Agreement) or sublicenses (to the extent that there exists no prohibition as a matter of law or pursuant to any agreements governing such licenses or sublicenses on the transfer thereof for security as contemplated by this Agreement), copyrights (including any applications therefor), technology, processes, proprietary information and insurance proceeds of which such Grantor is a beneficiary (other than any licenses issued by a Gaming Authority or pursuant to any Gaming Laws but only to the extent that granting a security interest in such licenses would violate applicable Gaming Law);

   (c) Whether characterized as accounts, general intangibles or otherwise, all rents (including, without limitation, prepaid rents, fixed, additional and contingent rents), issues, profits, receipts, earnings, revenue, income, security deposits, occupancy charges, hotel room charges, cabana charges, casino revenues, show ticket revenues, food and beverage revenues, room service revenues, merchandise sales revenues, parking, maintenance, common area, tax, insurance, utility and service charges and contributions, instruction fees, membership charges, restaurant and snack bar revenues;

   (d) All present and future letter-of-credit rights of each Grantor;

   (e) All present and future books and records, including, without limitation, books of account and ledgers of every kind and nature, all electronically recorded data relating to each Grantor or their business, all receptacles and containers for such records, and all files and correspondence;

   (f) All present and future goods, including, without limitation, all farm products, inventory, equipment, video lottery terminals, slot machines and other gaming devices and associated equipment, machinery, tools, molds, dies, furniture, furnishings, trade fixtures, trade fixtures, motor vehicles, aircraft, documented and undocumented vessels, ships and other watercraft, and all other goods used in connection with or in the conduct of each Grantor’s business;

   (g) All present and future inventory and merchandise, including, without limitation, all present and future goods held for sale or lease or to be furnished under a contract of service, all raw materials, work in process and finished goods, all packing materials, supplies and containers relating to or used in connection with any of the foregoing, and all bills of lading, warehouse receipts or documents of title relating to any of the foregoing;

   (h) All present and future investment property, stocks, bonds, debentures, securities, security entitlements, securities accounts, commodity contracts, commodity accounts, subscription rights, options, warrants, puts, calls, certificates, partnership interests, limited liability company membership or other interests, certificates of deposit, joint venture interests, Investments and/or brokerage accounts and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments with respect thereto;

   (i) All present and future accessions, appurtenances, components, repairs, repair parts, spare parts, replacements, substitutions, additions, issue and/or improvements to or of or with respect to any of the foregoing;

   (j) All other tangible and intangible personal property of each Grantor;

   (k) All rights, remedies, powers and/or privileges of each Grantor with respect to any of the foregoing; and

   (l) Any and all proceeds and products of any of the foregoing, including, without limitation, all accounts, general intangibles, payment intangibles, documents, promissory notes, instruments, certificates of deposit, chattel paper, investment property, goods, insurance proceeds, and any other tangible or intangible property received upon the sale or disposition of any of the foregoing.

     Notwithstanding anything to the contrary in this Agreement, the term “Collateral” shall not include (i) any of the Excluded Assets, (ii) any license, permit, or authorization issued by any of the Gaming Authorities or any other Governmental Authority, or any other Collateral, which may not be pledged or in which a security interest may not be granted under Gaming Laws, or other applicable law, or under the terms of any such license, permit, or authorization, or which would require a finding of suitability or other similar approval or procedure by any of the Gaming Authorities or any other Governmental Authority prior to being pledged, hypothecated, or given as collateral security (collectively, the “ Gaming Collateral ”) (to the extent such finding or approval has not been obtained) or (iii) any lease, license, contract, general intangible or agreement to which any Grantor is a party or any of its rights or interests thereunder if and for so long as the grant of such security interest shall constitute or result in (1) the abandonment, invalidation or unenforceability of any right, title or interest of such Grantor therein or (2) in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, general intangible or agreement (in each case, other than to the extent that any such term would be rendered ineffective pursuant to Sections 104.9401, 104.9406, 104.9407, 104.9408 or 104.9409 of the NVUCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable Law), provided , however , that the Collateral shall include and such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied and to the extent severable, shall attach immediately to any portion of such lease, license, contract, general intangible or agreement that does not result in any of the consequences specified in (1) or (2) above; and (iv) any asset owned by any Grantor that is subject to a Lien securing Indebtedness (including Capitalized Lease Obligations) incurred to finance the purchase, lease or improvement of such asset and permitted to be incurred pursuant to the provisions of the Indenture if the contract or other agreement in which such Lien is granted (or the documentation providing for such Indebtedness) validly prohibits the creation of any other Lien on such asset.

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

     “ Excluded Assets ” means the means MH, Inc. MRGS, LLC, the tradename “Bellagio” and related trademarks, service marks and copyrights ( provided that upon the transfer of the Bellagio trademark to another Restricted Subsidiary that is not a Grantor such Subsidiary will grant to Bellagio a royalty free perpetual non-exclusive license to such trademark, which license and rights thereunder will be Collateral) and interests in the nightclubs Light, Bella and Mist.

     “ 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 each Grantor or a Restricted Subsidiary of any Grantor or any successor thereto.

     “ 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 any Subsidiary of any Grantor or any Affiliate of any Grantor evidencing any Indebtedness of such party to such Grantor.

     “ 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 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.

     “ Mortgaged Property ” shall have the meaning given to the term “Trust Estate” in each Mortgage.

     “ Note Documents ” means this Agreement, the Indenture, the Notes, the Subsidiary Guarantees, the Registration Rights Agreement, the Pledge Agreement 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 any Grantor arising under or relating to the Indenture, the Notes, the Subsidiary Guarantees and the other Note Documents to which such 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.

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

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

     “ Trademark License Agreement ” means the Trademark License Agreement dated as of May 18, 2009, by and between Mirage Resorts, Incorporated, a Nevada corporation, as Licensor and Bellagio, for its and on behalf of each of its subsidiaries, collectively, as licensee.

     2.  Further Assurances . Subject to compliance with applicable Gaming Laws, at any time and from time to time at the written request of Collateral Agent, each Grantor shall execute and deliver to Collateral Agent all such financing statements and other instruments and documents in form and substance satisfactory to Collateral Agent as shall be necessary or desirable to fully perfect, when filed and/or recorded, Collateral Agent’s security interests granted pursuant to Section 3 of this Agreement. At any time and from time to time, Collateral Agent shall be entitled to authenticate on behalf and in the name of either Grantor, file and/or record any or all such financing statements, instruments and documents held by it, and any or all such further financing statements, documents and instruments, and to take all such other actions, as Collateral Agent may deem appropriate to perfect and to maintain perfected the security interests granted in Section 3 of this Agreement. Before and after the occurrence of any Event of Default, at Collateral Agent’s written request, each Grantor shall execute all such further financing statements, instruments and documents, and shall do all such further acts and things, as may be deemed necessary or desirable by Collateral Agent to create and perfect, and to continue and preserve, an indefeasible security interest in the Collateral in favor of Collateral Agent, or the priority thereof. With respect to any Collateral consisting of securities, instruments, partnership or joint venture interests or the like, each Grantor hereby consents and agrees that the issuers of, or obligors on, any such Collateral, or any registrar or transfer agent or trustee for any such Collateral, shall be entitled 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 Collateral, notwithstanding any other notice or direction to the contrary heretofore or hereafter given by such Grantor or any other Person to such issuers or such obligors or to any such registrar or transfer agent or trustee.

     3.  Security Agreement . For valuable consideration, each Grantor hereby assigns and pledges to Collateral Agent, and grants to Collateral Agent for the benefit of the Secured Parties, a security interest in, all Collateral, whether presently existing or hereafter acquired, as security for the timely and complete payment and performance of the Secured Obligations, and each of them. This Agreement is a continuing and irrevocable agreement and all the rights, powers, privileges and remedies hereunder shall apply to any and all Secured Obligations, including those arising under successive transactions which shall either continue the Secured Obligations, increase or decrease them and notwithstanding the bankruptcy of any Grantor or any other Person or any other event or proceeding affecting any Person.

     4.  Grantors’ Representations and Warranties . To induce the Collateral Agent to enter into the Indenture and to induce the Noteholders to purchase the Notes, each Grantor hereby represents and warrants to the Collateral Agent and each Secured Party that:

   (a) Title; No Other Liens. Except for the security interest granted to the Collateral Agent pursuant to this Agreement and other Permitted Liens, Grantors own each item of the Collateral free and clear of any and all Liens except for Permitted Liens.

   (b) Perfected Liens. The security interests granted pursuant to this Agreement (i) constitute valid security interests in all of the Collateral in favor of the Collateral Agent, for the benefit of the Secured Parties, as collateral security for the Secured Obligations, perfected to the extent perfection may be achieved by filing UCC1 financing statements or by other action required to be taken by the terms of this Agreement and enforceable in accordance with the terms hereof against all creditors of such Grantors, 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 related to the granting of specific performance and other equitable remedies as a matter of judicial discretion; and (ii) are prior to all other Liens on the Collateral.

   (c) Securities Accounts. Schedule 4(c) sets forth a complete list of all securities accounts maintained by each Grantor on the date hereof, except for securities accounts which have an account balance in the aggregate not exceeding $1,000,000, and includes the name and location of the securities intermediaries with which such securities accounts are maintained and the account numbers. No agreement or arrangement establishing “control” within the meaning of the NVUCC has been entered into with respect to any securities account maintained by the Grantors.

   (d) Goods Covered by Certificate of Title. Schedule 4(d) sets forth a complete list of all goods owned by each Grantor on the date hereof which are covered by a certificate of title, including, without limitation, motor vehicles, except for goods that have a fair value in the aggregate not exceeding $1,000,000.

   (e) Investment Property. Schedule 4(e) sets forth a complete list of all investment property of each Grantor, except for investment property having a fair value in the aggregate not exceeding $1,000,000.

   (f) Instruments. Schedule 4(f) sets forth a complete list of all instruments of each Grantor, including, without limitation, Intercompany Notes, except for instruments which have a face value not exceeding $1,000,000.

   (g) Chattel Paper. No Grantor owns any material amount of chattel paper.

   (h) Commercial Tort Claims. Schedule 4(h) sets forth a complete list of all commercial tort claims of each Grantor that have been asserted in judicial or arbitration proceedings.

     5.  Covenants . Each Grantor covenants and agrees that, from and after the date of this Agreement until the Notes Obligations shall have been paid in full or the relevant Collateral has been released in accordance with Section:

   (a) Delivery of Collateral Perfected by Possession. With respect to any Collateral consisting of securities, instruments or the like, as to which Collateral Agent’s security interest need be perfected by, or the priority thereof need be assured by, possession of such Collateral, each Grantor will promptly deliver possession of any such Collateral with a fair value or face value equal to or exceeding $1,000,000 individually or $5,000,000 in the aggregate in pledge to Collateral Agent or as directed by the Collateral Agent, and each Grantor will take all actions necessary to vest such possession in Collateral Agent or any agent of the Collateral Agent as directed by the Collateral Agent;

   (b) Securities Accounts. If any Grantor maintains any securities accounts in which balances exceed $1,000,000 in the aggregate for any period of thirty consecutive days, such Grantor will deliver a duly executed control agreement with respect to such Collateral in form and substance reasonably satisfactory to Collateral Agent;

   (c) Motor Vehicles. If any Grantor at any time has motor vehicles or other Collateral subject to certificates of title having an aggregate value exceeding $1,000,000, such Grantor will cause certificates of title evidencing such excess amount of Collateral to reflect the Lien in favor of Collateral Agent and notify Collateral Agent of such circumstance;

   (d) Commercial Tort Claims. Each Grantor shall notify Collateral Agent of any material commercial tort claim asserted by it in any judicial or arbitration proceeding within thirty days of the assertion thereof and unless consented otherwise by Collateral Agent, such Grantor shall enter into such supplemental documentation as Collateral Agent may reasonably request to perfect a Lien in favor of Collateral Agent, for the benefit of the Secured Parties, in such commercial tort claim;

   (e) Taxes. Each Grantor will pay, prior to delinquency, all taxes, charges, Liens and assessments against the Collateral, except such as are expressly permitted by the Indenture or are timely contested in good faith, and upon its failure to pay or so contest such taxes, charges, Liens and assessments, Collateral Agent at its option, following written notice to such Grantor of its intention to do so, may pay any of them, and Collateral Agent shall be the sole judge of the legality or validity thereof and the amount necessary to discharge the same;

   (f) Compliance with Law. The Collateral will not be knowingly used for any unlawful purpose or in violation of any Law, nor used in any way that will void or impair any insurance required to be carried in connection therewith;

   (g) Preservation. Each Grantor will, to the extent consistent with good business practice, keep the Collateral in reasonably good repair, working order and condition, and from time to time make all needful and proper repairs, renewals, replacements, additions and improvements thereto and, as appropriate and applicable, will otherwise deal with the Collateral in all such ways as are considered good practice by owners of like property, and will take all commercially reasonable steps to preserve and protect the Collateral;

   (h) Insurance. Until the release of the Liens or the Collateral as provided in this Agreement, each Grantor will maintain insurance with respect to the Collateral with carriers against such risks, in such amounts and with such deductibles as each Grantor determines to be reasonably prudent (as determined by the board of directors in good faith) and consistent with the past practices of such Grantor, and name Collateral Agent as an additional insured or, with respect to casualty insurance, loss payee , as the case may be, with losses in excess of $1,000,000 payable jointly to such Grantor and Collateral Agent (unless a Default has occurred and is then continuing, in which case all losses are payable solely to Collateral Agent), with no recourse against Trustee or Collateral Agent for the payment of premiums, deductibles, commissions or club calls, and will furnish copies of such insurance policies or certificates to Collateral Agent promptly upon request therefor;

   (i) Notification of Damage. Each Grantor will promptly notify Collateral Agent in writing in the event of any substantial or material damage to the Collateral from any source whatsoever, and, except for the disposition of collections and other proceeds of the Collateral permitted by Section 6 hereof, such Grantor will not remove or permit to be removed any material part of the Collateral from its place of business without the prior written consent of Collateral Agent, except for such items of the Collateral as are removed in the ordinary course of business or in connection with any transaction or disposition otherwise permitted by the Indenture; and

   (j) Changes of Name or Address. In the event any Grantor changes its name, its address or its jurisdiction of organization as are set forth herein or in the Indenture, such Grantor will notify Collateral Agent of such name and/or address change promptly, but in any event within 5 business days and such Grantor shall take all action necessary to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral.

     6.  Collateral Agent’s Rights Regarding Collateral . Subject to the limitations set forth below Collateral Agent may, subject to Gaming Laws, to the extent it may be necessary or desirable to protect the security hereunder, but Collateral Agent shall not be obligated to, enter upon any premises on which Collateral is situated during regular office business hours and upon reasonable notice and examine the same. Collateral Agent may perform such Collateral inspections no more than twice in each calendar year, unless the applicable Grantor provides consent for additional inspections after written request from Collateral Agent, which consent shall not be unreasonably withheld. If an Event of Default has occurred and is continuing, without notice or demand and at the expense of Grantors, Collateral Agent may, subject to Gaming Laws, to the extent it may be necessary or desirable to protect the security hereunder, but Collateral Agent shall not be obligated to, enter upon any premises on which Collateral is situated at any time without notice and examine the same. Upon any Event of Default, Collateral Agent may, subject to Gaming Laws, to the extent it may be necessary or desirable to protect the security hereunder, but Collateral Agent shall not be obligated to, perform any obligation of Grantors under this Agreement or any obligation of any other Person under the Note Documents, the 13% Secured Notes or 13% Secured Notes Indenture. Each Grantor shall maintain books and records pertaining to the Collateral in such detail, form and scope as is consistent with such Grantor’s past practices. Each Grantor shall at any time at Collateral Agent’s request mark the Collateral

and/or such Grantor’s ledger cards, books of account and other records relating to the Collateral with appropriate notations reasonably satisfactory to Collateral Agent disclosing that they are subject to Collateral Agent’s security interests. Prior to an Event of Default, subject to the limitation set forth below, at any time during regular office business hours and upon reasonable notice to the applicable Grantor, Collateral Agent shall have reasonable access to and the right to audit any and all of each Grantor’s books and records pertaining to the Collateral, and to confirm and verify the value of the Collateral and to do whatever else Collateral Agent reasonably may deem necessary or desirable to protect its interests. Collateral Agent may perform such audit of the each Grantor’s books and records twice in each calendar year, unless such Grantor provides consent to additional audits after written request from Collateral Agent, which consent shall not be unreasonably withheld. If an Event of Default has occurred and is continuing, at all times on reasonable notice to Grantors, Collateral Agent shall have full access to and the right to audit any and all of each Grantor’s books and records pertaining to the Collateral, and to confirm and verify the value of the Collateral and to do whatever else Collateral Agent reasonably may deem necessary or desirable to protect its interests; provided , however , that any such action which involves communicating with customers of any Grantor shall be carried out by Collateral Agent through such Grantor’s independent auditors unless Collateral Agent shall then have the right directly to notify obligors on the Collateral as provided in Section 10 . Collateral Agent shall be under no duty or obligation whatsoever to take any action to preserve any rights of or against any prior or other parties in connection with the Collateral, to exercise any voting rights or managerial rights with respect to any Collateral, whether or not an Event of Default shall have occurred, or to make or give any presentments, demands for performance, notices of non-performance, protests, notices of protests, notices of dishonor or notices of any other nature whatsoever in connection with the Collateral or the Secured Obligations. Collateral Agent shall be under no duty or obligation whatsoever to take any action to protect or preserve the Collateral or any rights of any Grantor therein, or to make collections or enforce payment thereon, or to participate in any foreclosure or other proceeding in connection therewith.

     7.  Collections on the Collateral . So long as no Event of Default shall have occurred and be continuing, and until Collateral Agent suspends such rights, each Grantor will be entitled to receive the benefit of all cash dividends, interest and other payments made upon or with respect to the Collateral by such Grantor. 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 Notes then outstanding pursuant to Section 6.12 of the Indenture to suspend such rights, (i) all rights of each Grantor to receive all cash dividends, interest and other payments made upon or with respect to the Collateral will cease, and such cash dividends, interest and other payments will be paid to Collateral Agent; (ii) all rights of the Grantors to exercise such voting or other consensual rights shall cease, and all such rights shall become vested in Collateral Agent which, to the extent permitted by law, will have the sole right to exercise such rights; and (iii) Collateral Agent may sell the Collateral or any part thereof in accordance with the terms of this Agreement. Any remittance received by any Grantor from any Person shall be presumed to relate to the Collateral and to be subject to Collateral Agent’s security interests. Upon the occurrence and during the continuance of an Event of Default, Collateral Agent shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of Collateral Agent or in the name of any Grantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to