Common use of Initial Advances on the Closing Date Clause in Contracts

Initial Advances on the Closing Date. The obligation of each Bank to make the initial Advance to be made by it on the Closing Date, is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the Banks, in their sole and absolute discretion, shall agree otherwise): (a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs): (1) at least one executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Banks, Borrower, Atlantic City and Detroit; (2) Notes executed by Borrower, Atlantic City and Detroit in favor of each Bank, each in a principal amount equal to that Bank's Pro Rata Share of $800,000,000; (3) with respect to Borrower, Atlantic City, Detroit and each Guarantor (including Mirage, New York and their respective Subsidiaries), such documentation as the Administrative Agent may require to establish the due organization, valid existence and good standing of Borrower, Atlantic City, Detroit, and each of the Guarantors, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including (if applicable) certified copies of articles of incorporation or organization and amendments thereto, bylaws or operating agreements and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate or other organizational resolutions, incumbency certificates, Certificates of Responsible Officials, and the like; (4) the Guaranty executed by each Guarantor which is a Restricted Subsidiary of Borrower; (5) the Opinions; (6) a Request for Loan in compliance with Article 2; (7) the letter agreement described in Sections 3.3 and 3.6; (8) such assurances as the Administrative Agent deems appropriate that the relevant Gaming Boards have approved the transactions contemplated by the Loan Documents to the extent that such approval is required by applicable Gaming Laws; (9) a Certificate signed by a Senior Officer of Borrower and Atlantic City certifying that the conditions specified in Section 8.1(d) and (e) have been satisfied; and (10) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require. (b) The fees payable on the Closing Date pursuant to Article 3 shall have been paid. (c) The reasonable costs and expenses of the Administrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower prior to the Closing Date, shall have been paid. (d) The representations and warranties of Borrower and the Co-Borrowers contained in Article 4 shall be true and correct. (e) Borrower, each Co-Borrower and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the initial Advance, no Default or Event of Default shall have occurred and be continuing. (f) All legal matters relating to the Loan Documents shall be satisfactory to Sheppard, Mullin, ▇▇▇▇▇▇▇ & Hampton LLP, special counsel to the Administrative Agent. (g) The Closing Date shall have occurred by April 6, 2001. (h) The proceeds of the initial Loans shall be used to refinance any outstanding loans under the Existing Loan Agreement. (i) The Other Loan Agreement shall have been or shall be concurrently amended in the form of the proposed Third Amendment Agreement thereto heretofore distributed to the Lenders. Concurrently with the making of the initial Loan hereunder, the commitments of those lenders under the Existing Loan Agreement which are not parties to this Agreement shall be deemed terminated.

Initial Advances on the Closing Date. The obligation of each Bank to make the initial Advance to be made by it on the Closing Date, is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the Banks, in their sole and absolute discretion, shall agree otherwise): (a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs): (1) at least one executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Banks, Borrower, Atlantic City and Detroit; (2) Notes executed by Borrower, Atlantic City and Detroit in favor of each Bank, each in a principal amount equal to that Bank's Pro Rata Share of $800,000,000525,000,000; (3) with respect to Borrower, Atlantic City, Detroit and each Guarantor (including Mirage, New York and their respective Subsidiaries), such documentation as the Administrative Agent may require to establish the due organization, valid existence and good standing of Borrower, Atlantic City, Detroit, and each of the Guarantors, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including (if applicable) certified copies of articles of incorporation or organization and amendments thereto, bylaws or operating agreements and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate or other organizational resolutions, incumbency certificates, Certificates of Responsible Officials, and the like; (4) the Guaranty executed by each Guarantor which is a Restricted Subsidiary of Borrower; (5) such documentation as required by the Intercreditor Agreement in order to designate the obligations evidenced by this Agreement as additional Qualified Obligations thereunder, including executed amendments to any Collateral Documents (as such term is defined in the Intercreditor Agreement) in order to include the obligations evidenced by this Agreement among the obligations secured by such Collateral Documents; (6) the Opinions; (67) a Request for Loan in compliance with Article 2; (7) 8) the letter agreement described in Sections 3.3 and 3.63.5; (8) 9) such assurances as the Administrative Agent deems appropriate that the relevant Gaming Boards have approved the transactions contemplated by the Loan Documents to the extent that such approval is required by applicable Gaming Laws; (910) a Certificate signed by a Senior Officer of Borrower and Atlantic City certifying that the conditions specified in Section 8.1(d) and (e) have been satisfied; and (1011) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require. (b) The fees payable on the Closing Date pursuant to Article 3 shall have been paid. (c) The reasonable costs and expenses of the Administrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower prior to the Closing Date, shall have been paid. (d) The representations and warranties of Borrower and the Co-Borrowers contained in Article 4 shall be true and correct. (e) Borrower, each Co-Borrower and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the initial Advance, no Default or Event of Default shall have occurred and be continuing. (f) All legal matters relating to the Loan Documents shall be satisfactory to Sheppard, Mullin, ▇▇▇▇▇▇▇ & Hampton ▇▇▇▇▇▇▇ LLP, special counsel to the Administrative Agent. (g) The Closing Date shall have occurred by April 64, 20012003. (h) The proceeds of the initial Loans shall be used to refinance any outstanding loans under the Existing Loan Agreement. (i) The An amendment to the Other Loan Agreement shall have been or conforming the covenants set forth therein to those set forth in this Agreement, and in a form otherwise reasonably acceptable to the Administrative Agent, shall be in a position to concurrently amended in close. (j) Each lender and the form of the proposed Third Amendment Agreement thereto heretofore distributed to the LendersAdministrative Agent shall be satisfied that no circumstance or event has occurred that constitutes a Material Adverse Effect since December 31, 2002. Concurrently with the making of the initial Loan hereunder, the commitments of those lenders under the Existing Loan Agreement which are not parties to this Agreement shall be deemed terminated.

Initial Advances on the Closing Date. The obligation of ------------------------------------ each Bank to make the initial Advance to be made by it on the Closing Date, is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the Banks, in their sole and absolute discretion, shall agree otherwise): (a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs): (1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Banks, Banks and Borrower, Atlantic City and Detroit; (2) Notes executed by Borrower, Atlantic City and Detroit Borrower in favor of each Bank, each in a principal amount equal to that Bank's Pro Rata Share of $800,000,000Share; (3) the Irrevocable Security Agreement - Defeasance executed by Borrower and each other party thereto; (4) such documentation with respect to Borrower, Atlantic City, Detroit and each Guarantor (including Mirage, New York and their respective Subsidiaries), such documentation Borrower as the Administrative Agent may require to establish the Borrower's due organization, valid existence and good standing of Borrower, Atlantic City, Detroit, and each of the Guarantorsstanding, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including (if applicable) certified copies of --------- articles of incorporation or organization and amendments thereto, bylaws or operating agreements and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate or other organizational resolutions, incumbency certificates, Certificates of Responsible Officials, and the like; (4) the Guaranty executed by each Guarantor which is a Restricted Subsidiary of Borrower; (5) the OpinionsOpinions of Christensen, White, Miller, Fink, ▇▇▇▇▇▇, ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇, LLP, and ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, substantially in the form of Exhibit J-1 and J-2, together with ----------- --- an opinion as to matters of Illinois law from ▇▇▇▇▇▇ & Whitney which is in form and substance acceptable to the Administrative Agent; (6) a Request for Loan in compliance with Article 22 --------- executed by Borrower; (7) the Memorandum of Understanding and the fee letter agreement described in Sections 3.2, 3.3 and 3.6;3.5; --- --- --- (8) such assurances as the Administrative Agent deems appropriate that the relevant Gaming Boards have approved the transactions contemplated by the Loan Documents to the extent that the such approval is required by applicable Gaming Laws; (9) a Certificate signed by a Senior Officer of Borrower and Atlantic City certifying that the conditions specified in Section 8.1(dSections 8.1(b), ------ 8.1(c), 8.1(i) and (e8.1(j) have been satisfied; andand ------ ------ ------ (10) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require. (b) Borrower shall have received, or shall concurrently receive, net cash proceeds of not less than $300,000,000 from the issuance and sale of its common stock. (c) Borrower and its Subsidiaries shall substantially concurrently deposit approximately $523,000,000 of Cash Equivalents with or for the account of the trustee for the First Mortgage Notes for the purpose of defeasing the First Mortgage Notes. (d) Borrower shall have granted or shall concurrently grant a first lien in not less than $157,500,000 of United States Treasury obligations or similar Cash Equivalents acceptable to the Administrative Agent pursuant to the Irrevocable Security Agreement - Defeasance. (e) The underwriting fee payable on the Closing Date pursuant to Section 3.2 shall have been paid. --- (f) The upfront fees payable on the Closing Date pursuant to Article 3 Section 3.3 shall have been paid.. --- (cg) The agency fees payable on the Closing Date pursuant to Section 3.6 shall have been paid. --- (h) The reasonable costs and expenses of the Administrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower ---- prior to the Closing Date, shall have been paid. (di) The representations and warranties of Borrower and the Co-Borrowers contained in Article 4 shall be true and correct.. --------- (ej) Borrower, each Co-Borrower and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the initial Advance, no Default or Event of Default shall have occurred and be continuing. (fk) All legal matters relating to the Loan Documents shall be satisfactory to Sheppard, Mullin, ▇▇▇▇▇▇▇ & Hampton ▇▇▇▇▇▇▇, LLP, special counsel to the Administrative Agent. (g) The Closing Date shall have occurred by April 6, 2001. (h) The proceeds of the initial Loans shall be used to refinance any outstanding loans under the Existing Loan Agreement. (i) The Other Loan Agreement shall have been or shall be concurrently amended in the form of the proposed Third Amendment Agreement thereto heretofore distributed to the Lenders. Concurrently with the making of the initial Loan hereunder, the commitments of those lenders under the Existing Loan Agreement which are not parties to this Agreement shall be deemed terminated.

Initial Advances on the Closing Date. The obligation of each ------------------------------------ Bank to make the initial Advance to be made by it on the Closing Date, is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the Banks, in their sole and absolute discretion, shall agree otherwise): (a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs): (1) at least one executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Banks, Borrower, Atlantic City and Detroit; (2) Notes executed by Borrower, Atlantic City and Detroit in favor of each Bank, each in a principal amount equal to that Bank's Pro Rata Share of $800,000,0001,000,000,000; (3) [Reserved]; (4) with respect to Borrower, Atlantic City, Detroit and each Guarantor (including Mirage, New York and their respective Subsidiaries), such documentation as the Administrative Agent may require to establish the due organization, valid existence and good standing of Borrower, Atlantic City, Detroit, and each of the Guarantors, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including (if applicable) certified copies of articles of --------- incorporation or organization and amendments thereto, bylaws or operating agreements and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate or other organizational resolutions, incumbency certificates, Certificates of Responsible Officials, and the like; (45) [Reserved]; (6) the Guaranty executed by each Guarantor which is a Restricted Subsidiary of BorrowerMGM immediately prior to the consummation of the transactions contemplated by the Mirage Merger Agreement; (57) a certificate of insurance issued by Borrower's insurance carrier or agent; (8) the Opinions; (69) a Request for Loan in compliance with Article 2; (710) a completed Pricing Certificate; (11) the letter agreement described in Sections 3.3 and 3.6; (8) 12) such assurances as the Administrative Agent deems appropriate that the relevant Gaming Boards have approved the transactions contemplated by the Loan Documents to the extent that such approval is required by applicable Gaming Laws; (913) a Certificate signed by a Senior Officer and attaching thereto the Detroit Operating Agreement and the Mirage Merger Agreement; (14) a Certificate signed by a Senior Officer of Borrower and Atlantic City certifying that the conditions specified in Section 8.1(d8.1(b), (c), (f) and (eg) have been satisfied; and (1015) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require. (b) The board of directors of Mirage (as heretofore constituted), shall have approved the election of new directors of Mirage nominated by Borrower and shall have approved the transactions contemplated by Mirage Merger Agreement (in a manner which results in such transactions not constituting a "Change in Control" under the Indentures governing the Mirage Senior Notes) and the acquisition of Mirage and its Merger with MGMGMR Acquisition, Inc. contemplated by the Mirage Merger Agreement shall be in a position to substantially concurrently close in accordance with the Mirage Merger Agreement and all applicable Laws, and Borrower and its Subsidiaries shall be in a position to concurrently repay all of the outstanding obligations under the Mirage Loan Agreement. (c) Mirage and its Subsidiaries shall be in a position to enter into joinders to the Guaranty immediately following the consummation of the Mirage Merger Agreement in accordance with Section 5.8 (acting through the replacement boards of directors and officers contemplated by the Mirage Merger Agreement) (d) The trustees for the holders of the MGM Senior Notes shall have agreed to concurrently release all Liens in the assets of Borrower and its Subsidiaries securing the MGM Senior Notes (or securing any guarantee thereof) under the now existing terms of the related Indentures, without any amendment or consent from the holders thereof, and without any repayment of the MGM Senior Notes, pursuant to arrangements acceptable to the Administrative Agent and its counsel. (e) The fees payable on the Closing Date pursuant to Article 3 shall have been paid. (cf) The reasonable costs and expenses of the Administrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower prior to the Closing Date, shall have been paid. (dg) The representations and warranties of Borrower and the Co-Co- Borrowers contained in Article 4 shall be true and correct. (eh) Borrower, each Co-Borrower and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the initial Advance, no Default or Event of Default shall have occurred and be continuing. (fi) The Other Loan Agreements shall have been executed by all parties thereto, Borrower and the Co-Borrowers shall be in compliance with the terms thereof, and all conditions precedent to the making of loans thereunder shall be concurrently satisfied. (j) All legal matters relating to the Loan Documents shall be satisfactory to Sheppard, Mullin, ▇▇▇▇▇▇▇ & Hampton LLP, special counsel to the Administrative Agent. (gk) The Closing Date shall have occurred by April 6the last day upon which the acquisition of Mirage may occur under the Mirage Merger Agreement, but in any event by March 31, 2001. (hl) The proceeds credit facilities hereunder and the MGM Senior Notes shall have received a rating of the initial Loans BBB- (or higher) from S&P and Baa3 (or higher) from ▇▇▇▇▇'▇, in each case on an unsecured basis and such ratings shall be used to refinance any outstanding loans under in effect on the Existing Loan AgreementClosing Date. (i) The Other Loan Agreement shall have been or shall be concurrently amended in the form of the proposed Third Amendment Agreement thereto heretofore distributed to the Lenders. Concurrently with the making of the initial Loan hereunder, the commitments of those lenders under the Existing Loan Agreement which are not parties to this Agreement shall be deemed terminated.

Initial Advances on the Closing Date. The obligation of each Bank ------------------------------------ Lender to make the initial Advance to be made by it on the Closing Date, is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the BanksLenders, in their sole and absolute discretion, shall agree otherwise): (a) The Administrative Agent shall have received all of the followingfol- lowing, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs): (1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Banks, Lenders and Borrower, Atlantic City and Detroit; (2) Notes executed by Borrower, Atlantic City and Detroit Borrower in favor of each BankLender, each in a principal amount equal to that BankLender's Pro Rata Share of $800,000,000230,000,000; (3) with respect to Borrower, Atlantic City, Detroit the Licensee and each Guarantor (including Mirage, New York and their respective Subsidiaries)the Company, such documentation as the Administrative Agent may require to establish the due organization, valid existence and good standing of Borrower, Atlantic Citythe Licensee and the Company, Detroit, and each of the Guarantors, its their qualification to engage in business in each material jurisdiction juris diction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including (if --------- applicable) certified copies of articles of incorporation or organization and amendments thereto, bylaws or operating agreements and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate or other organizational resolutions, incumbency certificates, Certificates of Responsible Officials, and the like; (4) a Certificate of a Senior Officer of the Licensee on behalf of Borrower attaching true, correct and complete copies of each of the Material Documents. (5) the Mortgage executed by Borrower, together with appropriate commitments from First American Title Insurance Company for the issuance of an ALTA title insurance policy in the amount of the Commitment insuring the Mortgage as a first priority Lien on the Temporary Project, subject only to Permitted Encumbrances, Permitted Rights of Others and other matters acceptable to the Administrative Agent, and with such endorsements to coverage and reinsurance as the Administrative Agent may reasonably require; (6) the Landlord Consent executed by the Landlord; (7) the Security Agreement executed by Borrower; (8) such financing statements on Form UCC-1 executed by Borrower with respect to the Security Agreement as the Administrative Agent may request; (9) the Guaranty executed by each Guarantor which is a Restricted Subsidiary of Borrowerthe Company; (510) a certificate of insurance issued by Borrower's insurance carrier or agent with respect to the insurance required to be maintained pursuant to the Mortgage, together with lenders' loss payable endorsements thereof on Form 438BFU or other form acceptable to the Administrative Agent; (11) the Opinions; (612) a Request for Loan in compliance with Article 2; (713) a completed Pricing Certificate; (14) the fee letter agreement described in Sections 3.3 3.2, 3.3, 3.5 and 3.6; (8) 15) such assurances as the Administrative Agent reasonably deems appropriate that the relevant Gaming Boards have approved the transactions contemplated by the Loan Documents to the extent that such approval is required by applicable Gaming Laws; (916) such assurances as the Administrative Agent reasonably deems appropriate that, except as set forth in Schedule 4.3, Licensee and Borrower have obtained all licenses, permits, and necessary approvals of all relevant Gaming Boards and Governmental Agencies necessary with respect to the Temporary Project, and that all of such licenses, permits and other approvals are in full force and effect; (17) a Certificate signed by a Senior Officer of the Licensee on behalf of Borrower and Atlantic City certifying that the conditions specified in Section 8.1(dSections 8.1(e), 8.1(f) and (e8.1(g) have been satisfied; (18) a Certificate signed by a Senior Officer of the Licensee on behalf of Borrower attaching the Plans and Budget; and (1019) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require. (b) The upfront fees payable on the Closing Date pursuant to Article 3 Section 3.3 shall have been paid. (c) The agency fees payable on the Closing Date pursuant to Section 3.6 shall have been paid. (d) The reasonable costs and expenses of the Administrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower prior to the Closing Date, shall have been paid. (de) The representations and warranties of Borrower and the Co-Borrowers contained in Article 4 shall be true and correct. (ef) Borrower, each Co-Borrower and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the initial Advance, no Default or Event of Default shall have occurred and be continuing. (fg) No Material Adverse Effect (as defined in the Company Loan Agreement) shall have occurred with respect to the Company, and no set of circum stances or events which is or could reasonably be expected to be material and adverse to the business, operations or prospects of Borrower shall have occurred with respect to the Borrower since December 31, 1998. (h) All legal matters relating to the Loan Documents shall be satisfactory to Sheppard, Mullin, ▇▇▇▇▇▇▇ & Hampton ▇▇▇▇▇▇▇, LLP, special counsel to the Administrative Agent. (g) The Closing Date shall have occurred by April 6, 2001. (h) The proceeds of the initial Loans shall be used to refinance any outstanding loans under the Existing Loan Agreement. (i) The Other Loan Agreement shall have been or shall be concurrently amended in the form of the proposed Third Amendment Agreement thereto heretofore distributed to the Lenders. Concurrently with the making of the initial Loan hereunder, the commitments of those lenders under the Existing Loan Agreement which are not parties to this Agreement shall be deemed terminated.

Initial Advances on the Closing Date. The obligation of each Bank to make the initial Advance to be made by it on the Closing Date, is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the Banks, in their sole and absolute discretion, shall agree otherwise): (a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs): (1) at least one executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Banks, Borrower, Atlantic City and Detroit; (2) Notes executed by Borrower, Atlantic City and Detroit in favor of each Bank, each in a principal amount equal to that Bank's Pro Rata Share of $800,000,000600,000,000; (3) with respect to Borrower, Atlantic City, Detroit and each Guarantor (including Mirage, New York and their respective Subsidiaries), such documentation as the Administrative Agent may require to establish the due organization, valid existence and good standing of Borrower, Atlantic City, Detroit, and each of the Guarantors, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including (if applicable) certified copies of articles of incorporation or organization and amendments thereto, bylaws or operating agreements and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate or other organizational resolutions, incumbency certificates, Certificates of Responsible Officials, and the like; (4) the Guaranty executed by each Guarantor which is a Restricted Subsidiary of Borrower; (5) such documentation as required by the Intercreditor Agreement in order to designate the obligations evidenced by this Agreement as additional Qualified Obligations thereunder, including executed amendments to any Collateral Documents (as such term is defined in the Intercreditor Agreement) in order to include the obligations evidenced by this Agreement among the obligations secured by such Collateral Documents; (6) the Opinions; (67) a Request for Loan in compliance with Article 2; (7) 8) the letter agreement described in Sections 3.3 and 3.63.5; (8) 9) such assurances as the Administrative Agent deems appropriate that the relevant Gaming Boards have approved the transactions contemplated by the Loan Documents to the extent that such approval is required by applicable Gaming Laws; (910) a Certificate signed by a Senior Officer of Borrower and Atlantic City certifying that the conditions specified in Section 8.1(d) and (e) have been satisfied; and (1011) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require. (b) The fees payable on the Closing Date pursuant to Article 3 shall have been paid. (c) The reasonable costs and expenses of the Administrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower prior to the Closing Date, shall have been paid. (d) The representations and warranties of Borrower and the Co-Borrowers contained in Article 4 shall be true and correct. (e) Borrower, each Co-Borrower and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the initial Advance, no Default or Event of Default shall have occurred and be continuing. (f) All legal matters relating to the Loan Documents shall be satisfactory to Sheppard, Mullin, ▇▇▇▇▇▇▇ & Hampton LLP, special counsel to the Administrative Agent. (g) The Closing Date shall have occurred by April 65, 20012002. (h) The proceeds of the initial Loans shall be used to refinance any outstanding loans under the Existing Loan Agreement. (i) The Other Loan Agreement shall have been or shall be concurrently amended in the form of the proposed Third Amendment Agreement thereto heretofore distributed to the Lenders. Concurrently with the making of the initial Loan hereunder, the commitments of those lenders under the Existing Loan Agreement which are not parties to this Agreement shall be deemed terminated.