Common use of Acquisition Financing Clause in Contracts

Acquisition Financing. If any Loan Party (the “Acquiring Loan Party”) desires to incur Acquisition Financing, the Borrower Representative shall give notice thereof to the Administrative Agent not less than forty-five (45) days prior to the incurrence of such Acquisition Financing (the “Financing Notice”), which notice shall describe in reasonable detail the Business Acquisition such Acquisition Financing is intended to finance (the “Contemplated Acquisition”) and the terms and conditions of such proposed Acquisition Financing, including the principal amount thereof, the interest rate payable thereunder, the repayment terms thereof, descriptions of any applicable collateral and guarantees, and all other material terms thereof. The Lenders shall have the right to provide all or any portion of the Acquisition Financing under the terms set forth in the Financing Notice. If the Majority Lenders elect to provide all or any portion of the Acquisition Financing, they shall waive compliance with Section 7.1 with respect thereto. If the Majority Lenders do not elect to provide any of the Acquisition Financing and do not waive compliance with Section 7.1 with respect thereto within forty-five (45) days after the giving of the Financing Notice, subject to the consummation of the Acquisition Financing, Borrowers shall promptly (but in no event later than five Business Days) after such consummation, prepay the outstanding principal balance of the Loans, ratably as to each Lender, in whole, but not less than whole. Borrower Representative shall give Administrative Agent at least five Business Days’ prior notice of such prepayment, specifying the date and amount thereof. Administrative Agent will promptly notify each Lender of its receipt of any such notice and of such Lender’s Pro Rata Share of such prepayment. The payment amount specified in such notice shall be due and payable on the date specified therein. If (x) the Prepayment Date is on or before the Second Anniversary, such prepayment shall be made together with the Non-Call Make-Whole Premium; and (y) if the Prepayment Date is after the Second Anniversary and (1) the Contemplated Acquisition is not consummated for any reason within ninety (90) days after the giving of the Financing Notice, or (2) the Acquiring Loan Party incurs the Acquisition Financing described in the Financing Notice upon terms more favorable to the lenders thereof than those described in the Financing Notice, then Borrowers shall pay to Administrative Agent, within five (5) Business Days after the occurrence of any event described in clause (1) or (2), the difference between the amount Borrowers would have been required to pay pursuant to Section 2.3(c)(iii) (other than subclause (F)) had they prepaid the Loans in whole on such Prepayment Date pursuant to Section 2.3(c)(iii) (other than subclause (F)) and the amount Borrowers actually paid on such Prepayment Date. Administrative Agent will promptly notify each Lender of its receipt of any such payment and of such Lender’s Pro Rata Share thereof. Nothing in this paragraph shall require any Lender to provide any Acquisition Financing.

Acquisition Financing. If any Loan Party (a) On or before Call Option Completion MGM Grand Diamond shall procure:- (i) that the “Acquiring Loan Party”) desires to incur Acquisition Financing, the Borrower Representative shall give notice thereof to the Administrative Agent not less than forty-five (45) days prior to the incurrence of such Acquisition Financing (the “Financing Notice”), which notice shall describe in reasonable detail the Business Acquisition such Acquisition Financing is intended repaid in full from the proceeds of an equity subscription made by MGM Grand Diamond, or any wholly owned Subsidiary of MGM Grand Diamond, to finance (the “Contemplated Acquisition”) MGM Grand Australia as contemplated by Clause 4.1 and the terms and conditions of such proposed Acquisition Financing, including the principal amount thereof, the interest rate payable thereunder, the repayment terms thereof, descriptions of that any applicable collateral and guarantees, and all other material terms thereofEncumbrances provided by any member of the MGM Grand Australia Group in relation to the Acquisition Financing is unconditionally released; or (ii) the rights and obligations (including contingent obligations) of MGM Grand Australia pursuant to or arising from the Acquisition Financing are assigned or novated in full, without recourse to any member of the MGM Grand Australia Group and any and all Encumbrances provided by any member of the MGM Grand Australia Group in-relation to the Acquisition Financing is unconditionally released. The Lenders shall have However, if MGM Grand Diamond is unable, after using its best endeavours, to procure the right to provide all assignment or any portion novation of the Acquisition Finance, without recourse, and the unconditional release of all of the Encumbrances to the extent they relate to or secure any of the Acquisition Finance then MGMG covenants for the benefit of the Option Holders and separately for the benefit of the MGM Grand Australia Group to indemnify and hold harmless the MGM Grand Australia Group from and against all such claims, damages, liabilities and costs arising therefrom. For the avoidance of doubt this indemnity shall apply notwithstanding that MGM Grand Diamond contrary to its obligations under this Clause has not used its best endeavours to procure the necessary event to occur. (b) Without limitation to the obligations of MGM Grand Diamond pursuant to Clause 3.10(a), as and from Call Option Exercise Date, MGMG and MGM Grand Diamond shall indemnify and keep indemnified, the Option Holders notwithstanding Call Option Completion, for any loss, damage, cost or expenses incurred or suffered by any of them as a direct or indirect result of the obligations of MGM Grand Diamond pursuant to Clause 3.10(a) not being satisfied in full to the reasonable satisfaction of the Nominated Option Holder at or before Call Option Completion. Without limiting the generality of the aforegoing it is expressly agreed that the loss of the Option Holders will include:- (i) 22.5% of the amount (after all related tax benefits to the MGM Grand Australia Group, properly claimed in respect of and arising from the Acquisition Finance) by which the assets of the MGM Grand Australia Group have been reduced by payments made (whether before or after Call Option Completion) pursuant to the Acquisition Financing under the terms set forth in the Financing Notice. If the Majority Lenders elect to provide all or any portion Encumbrance granted by any member of the MGM Grand Australia Group in connection with the Acquisition Financing, they which payments have not been taken into account in the calculation of the Call Option Consideration or which have not been reimbursed to the MGM Grand Australia Group PROVIDED HOWEVER to the extent such payment is made to the Option Holders, MGM Grand Diamond shall waive compliance with Section 7.1 with respect thereto. If the Majority Lenders do not elect be released from its obligation pursuant to provide any Clause 3.10 (a) for that part of the Acquisition Financing and do not waive compliance with Section 7.1 with respect thereto within forty-five Finance to which the payment relates; and (45ii) days after the giving 22.5% of the additional borrowing costs, if any, in relation to other Debt Financing Notice, subject Facilities due to the consummation gearing of the MGM Grand Australia Group or the unavailability of collateral in either case as a consequence of the Acquisition Financing, Borrowers shall promptly (but Finance has been taken into account in no event later than five Business Days) after such consummation, prepay the outstanding principal balance calculation of the Loans, ratably as to each Lender, in whole, but not less than whole. Borrower Representative shall give Administrative Agent at least five Business Days’ prior notice of such prepayment, specifying the date and amount thereof. Administrative Agent will promptly notify each Lender of its receipt of any such notice and of such Lender’s Pro Rata Share of such prepayment. The payment amount specified in such notice shall be due and payable on the date specified therein. If (x) the Prepayment Date is on or before the Second Anniversary, such prepayment shall be made together with the Non-Call Make-Whole Premium; and (y) if the Prepayment Date is after the Second Anniversary and (1) the Contemplated Acquisition is not consummated for any reason within ninety (90) days after the giving of the Financing Notice, or (2) the Acquiring Loan Party incurs the Acquisition Financing described in the Financing Notice upon terms more favorable to the lenders thereof than those described in the Financing Notice, then Borrowers shall pay to Administrative Agent, within five (5) Business Days after the occurrence of any event described in clause (1) or (2), the difference between the amount Borrowers would have been required to pay pursuant to Section 2.3(c)(iii) (other than subclause (F)) had they prepaid the Loans in whole on such Prepayment Date pursuant to Section 2.3(c)(iii) (other than subclause (F)) and the amount Borrowers actually paid on such Prepayment Date. Administrative Agent will promptly notify each Lender of its receipt of any such payment and of such Lender’s Pro Rata Share thereof. Nothing in this paragraph shall require any Lender to provide any Acquisition FinancingOption Consideration.

Acquisition Financing. If any Loan Party (a) Prior to the execution hereof, Purchaser has delivered to Seller complete and correct copies of duly executed and delivered debt commitment letters (the “Acquiring Loan PartyAcquisition Financing Commitment Letters”) desires with respect to incur the financing to be obtained in connection with the Acquisition FinancingFinancing and which are attached hereto as Exhibit E. The commitments made thereto as set forth in the Acquisition Financing Commitment Letters are in an amount (the “Acquisition Financing Amount”) that, together with Purchaser’s cash on hand as of the Closing Date, is sufficient to fund the Purchase Price and all other payments required to be made hereunder by Purchaser under this Agreement. (b) As of the date of this Agreement, the Borrower Representative shall give notice thereof Acquisition Financing Commitment Letters are in full force and effect and are legal, valid, binding and enforceable obligations of each of Purchaser and the other parties thereto, enforceable in accordance with their terms. (c) The Acquisition Financing Commitment Letters have not been amended or modified and the commitments contained in such Acquisition Financing Commitment Letters have not been terminated, reduced, withdrawn or rescinded in any respect and, to the Administrative Agent knowledge of Purchaser, no such termination, reduction, withdrawal or rescission is contemplated. (d) As of the date hereof, there are no side letters or other agreements, contracts or arrangements related to the funding or investing, as applicable, of the full amount evidenced by the Acquisition Financing Commitment Letters other than as expressly set forth in or contemplated by the Acquisition Financing Commitment Letters and any financing commitment fees or expenses payable by Purchaser to the other parties thereto. (e) The obligations to fund the Acquisition Financing under the Acquisition Financing Commitment Letters are not less subject to any condition other than forty-five as expressly set forth in the Acquisition Financing Commitment Letters. (45f) days As of the date of this Agreement, Purchaser has no basis to believe that (i) any condition to the Acquisition Financing will not be satisfied on a timely basis on or prior to the incurrence of such Closing or (ii) the Acquisition Financing (will not be made available to Purchaser at the “Financing Notice”)Closing. As of the date of this Agreement, which notice shall describe neither Purchaser nor any Affiliate of Purchaser is in reasonable detail the Business Acquisition such Acquisition Financing is intended to finance (the “Contemplated Acquisition”) and default or breach under the terms and conditions of such proposed the Acquisition FinancingFinancing Commitment Letters and no event has occurred which, including the principal amount thereofwith or without notice, the interest rate payable thereunderlapse of time or both, the repayment terms thereof, descriptions of any applicable collateral and guarantees, and all other material terms thereof. The Lenders shall have the right would constitute a default or breach or a failure to provide all satisfy a condition by Purchaser or any portion other party thereto, under the terms and conditions of the Acquisition Financing under Commitment Letters. (g) Purchaser will have as of immediately prior to the terms set forth in the Financing Notice. If the Majority Lenders elect to provide all or any portion of the Acquisition FinancingClosing, they shall waive compliance with Section 7.1 with respect thereto. If the Majority Lenders do not elect to provide any of the Acquisition Financing and do not waive compliance Amount that, together with Section 7.1 with respect thereto within forty-five (45) days after the giving Purchaser’s cash on hand as of the Financing NoticeClosing Date, subject is sufficient to fund the consummation of the Acquisition Financing, Borrowers shall promptly (but in no event later than five Business Days) after such consummation, prepay the outstanding principal balance of the Loans, ratably as Purchase Price and all other payments required to each Lender, in whole, but not less than whole. Borrower Representative shall give Administrative Agent at least five Business Days’ prior notice of such prepayment, specifying the date and amount thereof. Administrative Agent will promptly notify each Lender of its receipt of any such notice and of such Lender’s Pro Rata Share of such prepayment. The payment amount specified in such notice shall be due and payable on the date specified therein. If (x) the Prepayment Date is on or before the Second Anniversary, such prepayment shall be made together with the Non-Call Make-Whole Premium; and (y) if the Prepayment Date is after the Second Anniversary and (1) the Contemplated Acquisition is not consummated for any reason within ninety (90) days after the giving of the Financing Notice, or (2) the Acquiring Loan Party incurs the Acquisition Financing described in the Financing Notice upon terms more favorable to the lenders thereof than those described in the Financing Notice, then Borrowers shall pay to Administrative Agent, within five (5) Business Days after the occurrence of any event described in clause (1) or (2), the difference between the amount Borrowers would have been required to pay pursuant to Section 2.3(c)(iii) (other than subclause (F)) had they prepaid the Loans in whole on such Prepayment Date pursuant to Section 2.3(c)(iii) (other than subclause (F)) and the amount Borrowers actually paid on such Prepayment Date. Administrative Agent will promptly notify each Lender of its receipt of any such payment and of such Lender’s Pro Rata Share thereof. Nothing in hereunder by Purchaser under this paragraph shall require any Lender to provide any Acquisition FinancingAgreement.