Common use of Release and Reattachment of Collateral Clause in Contracts

Release and Reattachment of Collateral. (a) If Borrower and its Restricted Subsidiaries become entitled to the release of all of the Liens contemplated by the Intercreditor Agreement, or to the release of any later equal, ratable and pari passu Liens described in clause (b) below, and provided that no Default or Event of Default has then occurred and remains continuing, Borrower and the Co-Borrowers may in their sole discretion request that the Administrative Agent release any Liens securing the Obligations in accordance with this clause (a). Borrower and the Co-Borrowers shall submit any request under this Section in the form of a Certificate, in form and substance acceptable to the Administrative Agent, signed by a Senior Officer of Borrower and each Co-Borrower certifying that no Default or Event of Default exists, together with a written consent to the release of collateral executed by each Guarantor and such other supporting information as the Administrative Agent may request, including evidence reasonably satisfactory to the Administrative Agent that all other classes of Senior Obligations then holding Liens of the type described in Sections 6.7(g) or (h) shall previously or concurrently release all Liens held by such creditors. Promptly upon receipt of such a Certificate, the Administrative Agent shall provide a copy thereof to the Banks and, unless the Requisite Banks contest the accuracy thereof within five Banking Days, shall (i) execute and deliver to Borrower and its Subsidiaries reconveyances and releases of such Liens (or shall provide its written concurrence to any release of Liens being provided by the Collateral Agent under the Intercreditor Agreement), and (ii) return to the Persons legally entitled thereto, all collateral pledged in support of the Obligations, all at the sole expense of Borrower and the Co-Borrowers (a "Collateral Release"), in each case subject to the requirement that the Liens of the types described in Sections 6.7(g) or (h) are previously or concurrently released. No Collateral Release shall constitute or be construed as a release (or to require the release) of the Guaranty. (b) If following any release of the Liens contemplated by the Intercreditor Agreement and the Collateral Documents, a Collateral Event occurs and if either (x) any Senior Obligations are then entitled to require the granting of Liens in any assets of Borrower or any of the Restricted Subsidiaries (other than any Lien of the types described in Sections 6.7(d), (e) or (f)) or (y) any Senior Obligations are in fact granted any Liens by Borrower or any of the Restricted Subsidiaries, then Borrower and the Co-Borrowers shall, and shall cause each of the Restricted Subsidiaries to, not later than the granting of any such Liens, grant perfected Liens in the same collateral to secure the Obligations (including any Related Swap Agreements) equally, ratably and on a pari passu basis, provided that Borrower and the Restricted Subsidiaries shall not be obligated to provide Liens in any Property to the extent that Gaming Laws prohibit the granting of Liens in such Property to secure the Obligations and all other classes of Senior Obligations unless and until all required approvals of Gaming Boards thereto are obtained. In such event, Borrower shall, and shall cause each Restricted Subsidiary to, use its best efforts to obtain all necessary consents from the applicable Gaming Boards to grant a perfected Lien on such Property securing the Obligations and, upon receipt of all consents needed to grant such a perfected Lien, shall promptly take all action (or cause the Restricted Subsidiaries to take all action) reasonably necessary in order to grant and perfect such a Lien. The Liens granted pursuant to this clause (b) shall be (i) equal, ratable and pari passu with any Liens securing the other classes of Senior Obligations, (ii) granted concurrently with the granting of any such Liens, and (iii) granted pursuant to instruments, documents and agreements which are reasonably acceptable to the Administrative Agent and are either (A) held by a common collateral agent for all classes of Senior Obligations pursuant to an instrument comparable to the Intercreditor Agreement or (B) no less favorable to the Administrative Agent and the other Creditors than those granted to the other Senior Obligations. While each of the Liens contemplated by this clause (b) shall be equal, ratable and pari passu in the manner described above, it is acknowledged that the same may subordinate to certain prior Liens in favor of creditors other than the holders of Senior Obligations permitted pursuant to Section 6.7. In connection with the granting of any such Liens, Borrower and its Restricted Subsidiaries shall provide to the Administrative Agent (y) policies of title insurance on customary terms and conditions, to the extent that policies of title insurance on the corresponding Property are provided to the holders of other Senior Obligations (and in an insured amount that bears the same proportion to the principal amount of the Commitment as the insured amount in the policies provided to the holders of other Senior Obligations), and (z) such legal opinions and other assurances as the Administrative Agent may reasonably request.

Release and Reattachment of Collateral. (a) If If, following the date hereof, Borrower and its Restricted Subsidiaries become are then entitled to the release of all of the Liens contemplated by described in the Intercreditor Agreement, or pursuant to the release Intercreditor Agreement and pursuant to the credit documents governing each of any later equal, ratable and pari passu Liens described in clause (b) belowthe then existing Qualified Obligations, and provided that no Default or Event of Default has then occurred and remains continuing, Borrower and the Co-Borrowers may in their sole discretion request that the Administrative Agent, as a Creditor Representative under the Intercreditor Agreement, and the Administrative Agent shall, upon such request, direct the Collateral Agent to release any each of the Liens securing the Obligations in accordance with this clause (a)and the other Qualified Obligations. Borrower and the Co-Borrowers shall submit any request under this Section in the form of a Certificate, in form and substance acceptable to the Administrative Agent, signed by a Senior Officer of Borrower and each Co-Borrower certifying that no Default or Event of Default exists, together with a written consent to the release of collateral executed by each Guarantor and such other supporting information as the Administrative Agent may request, including evidence reasonably satisfactory to the Administrative Agent that all other classes of Senior Obligations then holding Liens the Collateral Agent and the holders of the type described in Sections 6.7(g) or (h) other Qualified Obligations shall previously or concurrently release all Liens held by such creditors. Promptly upon receipt of such a Certificate, the Administrative Agent shall (i) provide a copy thereof to the Banks and, unless the Requisite Banks contest the accuracy thereof within five Banking Days, shall (i) execute and deliver to Borrower and its Subsidiaries reconveyances and releases of such Liens (or shall provide its written concurrence to any release of Liens being provided by the Collateral Agent under the Intercreditor Agreement), Lenders and (ii) direct the Collateral Agent to return to the Persons legally entitled thereto, all collateral Collateral pledged in support of the Obligations and the other Qualified Obligations, but subject to the requirement that the Liens held by the Collateral Agent and the holders of the other Qualified Obligations are previously or concurrently released, all at the sole expense of Borrower and the Co-Borrowers (a "Collateral Release"), in each case subject to the requirement that the Liens of the types described in Sections 6.7(g) or (h) are previously or concurrently released. No Collateral Release shall constitute or be construed as a release (or to require the release) of the Guaranty. (b) If If, following any release of the Liens contemplated by the Intercreditor Agreement and the Collateral DocumentsRelease, a Collateral Event occurs and if either (x) any Senior Obligations are then entitled to require the granting of Liens in any assets of Borrower or any of the Restricted Subsidiaries (other than any Lien of the types described in Sections 6.7(d), (e) or (f)) or (y) any Senior Obligations are in fact granted any Liens by Borrower or any of the Restricted Subsidiariesoccurs, then Borrower and the Co-Borrowers shall, and shall cause each of the Restricted Subsidiaries to, promptly and in any event within thirty days following the occurrence of such Collateral Event and in any event not later than the granting of any Liens in such Lienscollateral for the benefit of any then outstanding Qualified Obligations, grant perfected Liens in the same collateral to secure the Obligations (Obligations, including any Related Swap Agreements) equally, ratably and on a pari passu basisin manner contemplated by the Intercreditor Agreement, provided that Borrower and the Restricted Subsidiaries shall not be obligated to provide Liens in any Property to the extent that Gaming Laws prohibit the granting of Liens in such Property to secure holders of the Obligations and all the other classes of Senior Qualified Obligations unless and until all required approvals of Gaming Boards thereto are obtained. In such event, Borrower shall, and shall cause each Restricted Subsidiary to, use its best efforts to obtain all necessary consents from the applicable Gaming Boards to grant a perfected Lien on such Property securing the Obligations and such Senior Indebtedness and, upon receipt of all consents needed to grant such a perfected Lien, shall promptly take all action (or cause the Restricted Subsidiaries to take all action) reasonably necessary in order to grant and perfect such a Lien. The Liens granted pursuant to this clause (b) shall be (i) equal, ratable and pari passu with any Liens securing the other classes of Senior ObligationsIndebtedness, (ii) granted concurrently with the granting of any such Liens, and (iii) granted pursuant to instruments, documents and agreements which are similar to the Collateral Documents or otherwise reasonably acceptable to the Administrative Agent and are either (A) held by a common collateral agent for all classes of Senior Obligations pursuant to an instrument comparable to the Intercreditor Agreement or (B) no less favorable to the Administrative Agent and the other Creditors than those granted to the other Senior ObligationsAgent. While each of the Liens contemplated by this clause (b) shall be equal, ratable and pari passu in the manner described above, it It is acknowledged that the same may subordinate to certain prior Liens in favor of creditors other than the holders of Senior Obligations Indebtedness permitted pursuant to Section 6.76.4. In connection with the granting of any such Liens, Borrower and its Restricted Subsidiaries shall provide to the Administrative Agent (y) policies of title insurance on customary terms and conditions, but only to the extent that policies of title insurance on the corresponding Property are provided to the holders of other classes of Senior Obligations Indebtedness (and in an insured amount that bears the same proportion is proportionately equal to the principal amount of the Commitment as the insured amount in the policies provided to the holders of the other classes of Senior ObligationsIndebtedness), and (z) such legal opinions and other assurances as the Administrative Agent may reasonably request.

Release and Reattachment of Collateral. (a) If Borrower and its Restricted Subsidiaries become entitled Each of the Banks -------------------------------------- hereby consents to the release of all on the Closing Date of the Liens contemplated granted by the Intercreditor Agreement, or to the release of any later equal, ratable and pari passu Liens Collateral Documents described in clause (b) below, and provided that no Default or Event of Default has then occurred and remains continuing, Borrower and the Co-Borrowers may in their sole discretion request that the Old Loan Agreement. The Administrative Agent release any Liens securing the Obligations in accordance with this clause (a). Borrower is hereby authorized and the Co-Borrowers shall submit any request under this Section in the form of a Certificate, in form and substance acceptable to the Administrative Agent, signed by a Senior Officer of Borrower and each Co-Borrower certifying that no Default or Event of Default exists, together with a written consent to the release of collateral executed directed by each Guarantor and such other supporting information as the Administrative Agent may request, including evidence reasonably satisfactory to the Administrative Agent that all other classes of Senior Obligations then holding Liens of the type described in Sections 6.7(g) or (h) shall previously or concurrently release all Liens held by such creditors. Promptly upon receipt of such a Certificate, the Administrative Agent shall provide a copy thereof Banks to the Banks and, unless the Requisite Banks contest the accuracy thereof within five Banking Days, shall (i) execute and deliver to Borrower and its Subsidiaries reconveyances and releases all such termination statements, mortgage releases, terminations of such Liens (or shall provide its written concurrence to any release deeds of Liens being provided by the Collateral Agent under the Intercreditor Agreement)trust, terminations of Liens, and (ii) return other instruments, documents and agreements as may be necessary or desirable, or which Borrower may reasonably request, to accomplish the Persons legally entitled thereto, all collateral pledged in support purposes of this Section or evidence the Obligations, all at the sole expense of Borrower and the Co-Borrowers (a "Collateral Release"), in each case subject to the requirement that the Liens of the types described in Sections 6.7(g) or (h) are previously or concurrently released. No Collateral Release shall constitute or be construed as a release (or to require the release) of the Guarantyeffects hereof. (b) If following any release of the Liens contemplated by the Intercreditor Agreement and the Collateral Documents, a Collateral Event occurs and if either (x) any the MGM Senior Obligations are Notes or the Mirage Senior Notes then entitled to require the granting of Liens in any assets of Borrower or any of the its Restricted Subsidiaries (other than any Lien of the types described in Sections 6.7(d), (e) or (f)) or (y) any such MGM Senior Obligations Notes or Mirage Senior Notes are in fact granted any Liens by Borrower Borrower, the Co-Borrowers or any of the Restricted Subsidiaries, then Borrower and the Co-Borrowers shall, and shall cause each of the Restricted Subsidiaries to, promptly and in any event within thirty days following the occurrence of such Collateral Event and in any event not later than the granting of any Liens in such Lienscollateral any MGM Senior Notes, the Mirage Senior Notes or any trustee therefor, grant perfected Liens in the same collateral to secure the Obligations (including any Related Swap Agreements) equally, ratably and on a pari passu basis, provided that Borrower and the Restricted Subsidiaries shall not be -------- obligated to provide Liens in any Property to the extent that Gaming Laws prohibit the granting of Liens in such Property to secure the Obligations Administrative Agent and all other classes of the MGM Senior Obligations Notes unless and until all required approvals of Gaming Boards thereto are obtained. In such event, Borrower shall, and shall cause each Restricted Subsidiary to, use its best efforts to obtain all necessary consents from the applicable Gaming Boards to grant a perfected Lien on such Property securing the Obligations and, upon receipt of all consents needed to grant such a perfected Lien, shall promptly take all action (or cause the Restricted Subsidiaries to take all action) reasonably necessary in order to grant and perfect such a Lien. The Liens granted pursuant to this clause (b) shall be (i) equal, ratable and pari passu with any Liens securing the other classes of MGM Senior ObligationsNotes, (ii) granted concurrently with the granting of any such LiensLiens in favor of the MGM Senior Notes or the Mirage Senior Notes (whichever first occurs), and (iii) granted pursuant to instruments, documents and agreements which are reasonably acceptable to the Administrative Agent and are either (A) held by a common collateral agent for all classes of Senior Obligations pursuant to an instrument comparable to the Intercreditor Agreement or (B) no less favorable to the Administrative Agent and the other Creditors than those granted to the other MGM Senior ObligationsNotes or the Mirage Senior Notes (whichever is most favorable to the holders thereof). While each of the Liens contemplated by this clause (b) shall be equal, ratable and pari passu in the manner described above, it is ---- ----- acknowledged that the same may subordinate to certain prior Liens in favor of creditors other than the holders of the MGM Senior Obligations Notes and the Mirage Senior Notes permitted pursuant to Section 6.7. In connection with the granting of any such Liens, Borrower and its Restricted Subsidiaries shall provide to the Administrative Agent (y) policies of title insurance on customary terms and conditions, to the extent that policies of title insurance on the corresponding Property are provided to the holders of other the MGM Senior Obligations Notes (and in an insured amount that bears the same proportion to the principal amount of the Commitment as the insured amount in the policies provided to the holders of other the MGM Senior ObligationsNotes bears to the aggregate amount of the MGM Senior Notes), and (z) such legal opinions and other assurances as the Administrative Agent may reasonably request. (c) If, following any Collateral Event, Borrower and its Restricted Subsidiaries are then entitled to the release of all of the equal, ratable and pari passu Liens described in clause (b) above securing the MGM Senior Notes and ---- ----- the Mirage Senior Notes, and provided that no Default or Event of Default has -------- then occurred and remains continuing, Borrower and the Co-Borrowers may in their sole discretion request that the Administrative Agent release any Liens securing the Obligations in accordance with this clause (c). Borrower and the Co- Borrowers shall submit any request under this Section in the form of a Certificate, in form and substance acceptable to the Administrative Agent, signed by a Senior Officer of Borrower and each Co-Borrower certifying that no Default or Event of Default exists, together with a written consent to the release of collateral executed by each Guarantor and such other supporting information as the Administrative Agent may request, including evidence reasonably satisfactory to the Administrative Agent that the Mirage Senior Notes, the MGM Senior Notes and the creditors under the Other Loan Agreements shall previously or concurrently release all Liens held by such creditors. Promptly upon receipt of such a Certificate, the Administrative Agent shall provide a copy thereof to the Banks and, unless the Requisite Banks contest the accuracy thereof within five Banking Days, shall (i) execute and deliver to Borrower and its Subsidiaries reconveyances and releases of such Liens, and (ii) return to the Persons legally entitled thereto, all collateral pledged in support of the Obligations, all at the sole expense of Borrower and the Co- Borrowers (a "Collateral Release"), in each case subject to the requirement that the Liens held by the Mirage Senior Notes, the MGM Senior Notes and the creditors under the Other Loan Agreements are previously or concurrently released. No Collateral Release shall constitute or be construed as a release (or to require the release) of the Guaranty.

Release and Reattachment of Collateral. (a) If Borrower and its Restricted Subsidiaries become entitled Each of the -------------------------------------- Banks hereby consents to the release of all on the Closing Date of the Liens contemplated granted by the Intercreditor Agreement, or to the release of any later equal, ratable and pari passu Liens Collateral Documents described in clause (b) below, and provided that no Default or Event of Default has then occurred and remains continuing, Borrower and the Co-Borrowers may in their sole discretion request that the Old Loan Agreement. The Administrative Agent release any Liens securing the Obligations in accordance with this clause (a). Borrower is hereby authorized and the Co-Borrowers shall submit any request under this Section in the form of a Certificate, in form and substance acceptable to the Administrative Agent, signed by a Senior Officer of Borrower and each Co-Borrower certifying that no Default or Event of Default exists, together with a written consent to the release of collateral executed directed by each Guarantor and such other supporting information as the Administrative Agent may request, including evidence reasonably satisfactory to the Administrative Agent that all other classes of Senior Obligations then holding Liens of the type described in Sections 6.7(g) or (h) shall previously or concurrently release all Liens held by such creditors. Promptly upon receipt of such a Certificate, the Administrative Agent shall provide a copy thereof Banks to the Banks and, unless the Requisite Banks contest the accuracy thereof within five Banking Days, shall (i) execute and deliver to Borrower and its Subsidiaries reconveyances and releases all such termination statements, mortgage releases, terminations of such Liens (or shall provide its written concurrence to any release deeds of Liens being provided by the Collateral Agent under the Intercreditor Agreement)trust, terminations of Liens, and (ii) return other instruments, documents and agreements as may be necessary or desirable, or which Borrower may reasonably request, to accomplish the Persons legally entitled thereto, all collateral pledged in support purposes of this Section or evidence the Obligations, all at the sole expense of Borrower and the Co-Borrowers (a "Collateral Release"), in each case subject to the requirement that the Liens of the types described in Sections 6.7(g) or (h) are previously or concurrently released. No Collateral Release shall constitute or be construed as a release (or to require the release) of the Guarantyeffects hereof. (b) If following any release of the Liens contemplated by the Intercreditor Agreement and the Collateral Documents, a Collateral Event occurs and if either (x) any the MGM Senior Obligations are Notes or the Mirage Senior Notes then entitled to require the granting of Liens in any assets of Borrower or any of the its Restricted Subsidiaries (other than any Lien of the types described in Sections 6.7(d), (e) or (f)) or (y) any such MGM Senior Obligations Notes or Mirage Senior Notes are in fact granted any Liens by Borrower Borrower, the Co-Borrowers or any of the Restricted Subsidiaries, then Borrower and the ---- Co-Borrowers shall, and shall cause each of the Restricted Subsidiaries to, promptly and in any event within thirty days following the occurrence of such Collateral Event and in any event not later than the granting of any Liens in such Lienscollateral any MGM Senior Notes, the Mirage Senior Notes or any trustee therefor, grant perfected Liens in the same collateral to secure the Obligations (including any Related Swap Agreements) equally, ratably and on a pari passu ---------- basis, provided that Borrower and the Restricted Subsidiaries shall not be -------- obligated to provide Liens in any Property to the extent that Gaming Laws prohibit the granting of Liens in such Property to secure the Obligations Administrative Agent and all other classes of the MGM Senior Obligations Notes unless and until all required approvals of Gaming Boards thereto are obtained. In such event, Borrower shall, and shall cause each Restricted Subsidiary to, use its best efforts to obtain all necessary consents from the applicable Gaming Boards to grant a perfected Lien on such Property securing the Obligations and, upon receipt of all consents needed to grant such a perfected Lien, shall promptly take all action (or cause the Restricted Subsidiaries to take all action) reasonably necessary in order to grant and perfect such a Lien. The Liens granted pursuant to this clause (b) shall be (i) equal, ratable and pari passu with any Liens securing the other classes of MGM Senior ObligationsNotes, (ii) granted concurrently with the granting of any such LiensLiens in favor of the MGM Senior Notes or the Mirage Senior Notes (whichever first occurs), and (iii) granted pursuant to instruments, documents and agreements which are reasonably acceptable to the Administrative Agent and are either (A) held by a common collateral agent for all classes of Senior Obligations pursuant to an instrument comparable to the Intercreditor Agreement or (B) no less favorable to the Administrative Agent and the other Creditors than those granted to the other MGM Senior ObligationsNotes or the Mirage Senior Notes (whichever is most favorable to the holders thereof). While each of the Liens contemplated by this clause (b) shall be equal, ratable and pari passu in the manner described above, it is ---- ----- acknowledged that the same may subordinate to certain prior Liens in favor of creditors other than the holders of the MGM Senior Obligations Notes and the Mirage Senior Notes permitted pursuant to Section 6.7. In connection with the granting of any such Liens, Borrower and its Restricted Subsidiaries shall provide to the Administrative Agent (y) policies of title insurance on customary terms and conditions, to the extent that policies of title insurance on the corresponding Property are provided to the holders of other the MGM Senior Obligations Notes (and in an insured amount that bears the same proportion to the principal amount of the Commitment as the insured amount in the policies provided to the holders of other the MGM Senior ObligationsNotes bears to the aggregate amount of the MGM Senior Notes), and (z) such legal opinions and other assurances as the Administrative Agent may reasonably request. (c) If, following any Collateral Event, Borrower and its Restricted Subsidiaries are then entitled to the release of all of the equal, ratable and pari passu Liens described in clause (b) above securing the MGM Senior Notes and ---- ----- the Mirage Senior Notes, and provided that no Default or Event of Default has -------- then occurred and remains continuing, Borrower and the Co-Borrowers may in their sole discretion request that the Administrative Agent release any Liens securing the Obligations in accordance with this clause (c). Borrower and the Co- Borrowers shall submit any request under this Section in the form of a Certificate, in form and substance acceptable to the Administrative Agent, signed by a Senior Officer of Borrower and each Co-Borrower certifying that no Default or Event of Default exists, together with a written consent to the release of collateral executed by each Guarantor and such other supporting information as the Administrative Agent may request, including evidence reasonably satisfactory to the Administrative Agent that the Mirage Senior Notes, the MGM Senior Notes and the creditors under the Other Loan Agreements shall previously or concurrently release all Liens held by such creditors. Promptly upon receipt of such a Certificate, the Administrative Agent shall provide a copy thereof to the Banks and, unless the Requisite Banks contest the accuracy thereof within five Banking Days, shall (i) execute and deliver to Borrower and its Subsidiaries reconveyances and releases of such Liens, and (ii) return to the Persons legally entitled thereto, all collateral pledged in support of the Obligations, all at the sole expense of Borrower and the Co- Borrowers (a "Collateral Release"), in each case subject to the requirement that the Liens held by the Mirage Senior Notes, the MGM Senior Notes and the creditors under the Other Loan Agreements are previously or concurrently released. No Collateral Release shall constitute or be construed as a release (or to require the release) of the Guaranty.

Release and Reattachment of Collateral. (a) If If, following the Closing Date, Borrower and its Restricted Subsidiaries become are then entitled to the release of all of the Liens contemplated by described in the Intercreditor Agreement, or both pursuant to this Agreement, pursuant to the release Intercreditor Agreement and pursuant to the credit documents governing each of any later equal, ratable and pari passu Liens described in clause (b) belowthe then existing Qualified Obligations, and provided that no Default or Event of Default has then occurred and remains continuing, Borrower and the Co-Borrowers may in their sole discretion request that the Administrative Agent release any release, and that the Administrative Agent as a Creditor Representative under the Intercreditor Agreement direct the Collateral Agent to release, each of the Liens securing the Obligations in accordance with this clause (a)and the other Qualified Obligations. Borrower and the Co-Borrowers shall submit any request under this Section in the form of a Certificate, in form and substance acceptable to the Administrative Agent, signed by a Senior Officer of Borrower and each Co-Borrower certifying that no Default or Event of Default exists, together with a written consent to the release of collateral executed by each Guarantor and such other supporting information as the Administrative Agent may request, including evidence reasonably satisfactory to the Administrative Agent that all other classes of Senior Obligations then holding Liens the Collateral Agent and the holders of the type described in Sections 6.7(g) or (h) other Qualified Obligations shall previously or concurrently release all Liens held by such creditors. Promptly upon receipt of such a Certificate, the Administrative Agent shall (i) provide a copy thereof to the Banks andLenders, unless the Requisite Banks contest the accuracy thereof within five Banking Days, shall (iii) execute and deliver to Borrower and its Subsidiaries reconveyances and releases of such Liens (or shall provide its written concurrence to any release of Liens being provided by direct the Collateral Agent under the Intercreditor Agreement), and (ii) to return to the Persons legally entitled thereto, all collateral Collateral pledged in support of the Obligations and the other Qualified Obligations, and (iii) release any Liens then held for the Obligations by the Administrative Agent (other than any rights of set off or other inchoate Liens), but subject to the requirement that the Liens held by the Collateral Agent and the holders of the other Qualified Obligations are previously or concurrently released, all at the sole expense of Borrower and the Co-Borrowers (a "Collateral Release"), in each case subject to the requirement that the Liens of the types described in Sections 6.7(g) or (h) are previously or concurrently released. No Collateral Release shall constitute or be construed as a release (or to require the release) of the Guaranty. (b) If If, following any release of the Liens contemplated by the Intercreditor Agreement and the Collateral DocumentsRelease, a Collateral Event occurs and if either (x) any Senior Obligations are then entitled to require the granting of Liens in any assets of Borrower or any of the Restricted Subsidiaries (other than any Lien of the types described in Sections 6.7(d), (e) or (f)) or (y) any Senior Obligations are in fact granted any Liens by Borrower or any of the Restricted Subsidiariesoccurs, then Borrower and the Co-Borrowers shall, and shall cause each of the Restricted Subsidiaries to, promptly and in any event within thirty days following the occurrence of such Collateral Event and in any event not later than the granting of any Liens in such Lienscollateral for the benefit of any Senior Indebtedness, grant perfected Liens in the same collateral to secure the Obligations (including any Related Swap Agreements) equally, ratably and on a pari passu basisbasis with such Senior Indebtedness, provided that Borrower and the Restricted Subsidiaries shall not be obligated to provide Liens in any Property to the extent that Gaming Laws prohibit the granting of Liens in such Property to secure holders of the Obligations and all other classes of the Senior Obligations Indebtedness unless and until all required approvals of Gaming Boards thereto are obtained. In such event, Borrower shall, and shall cause each Restricted Subsidiary to, use its best efforts to obtain all necessary consents from the applicable Gaming Boards to grant a perfected Lien on such Property securing the Obligations and such Senior Indebtedness and, upon receipt of all consents needed to grant such a perfected Lien, shall promptly take all action (or cause the Restricted Subsidiaries to take all action) reasonably necessary in order to grant and perfect such a Lien. The Liens granted pursuant to this clause (b) shall be (i) equal, ratable and pari passu with any Liens securing the other classes of Senior ObligationsIndebtedness, (ii) granted concurrently with the granting of any such Lienstherewith, and (iii) granted pursuant to instruments, documents and agreements which are similar to the Collateral Documents or otherwise reasonably acceptable to the Administrative Agent and are either (A) held by a common collateral agent for all classes of Senior Obligations pursuant to an instrument comparable to the Intercreditor Agreement or (B) no less favorable to the Administrative Agent and the other Creditors than those granted to the other Senior ObligationsAgent. While each of the Liens contemplated by this clause (b) shall be equal, ratable and pari passu in the manner described above, it is acknowledged that the same may subordinate to certain prior Liens in favor of creditors other than the holders of Senior Obligations Indebtedness permitted pursuant to Section 6.76.6. In connection with the granting of any such Liens, Borrower and its Restricted Subsidiaries shall provide to the Administrative Agent (y) policies of title insurance on customary terms and conditions, to the extent that policies of title insurance on the corresponding Property are provided to the holders of other classes of Senior Obligations Indebtedness (and in an insured amount that bears the same proportion is proportionately equal to the principal amount of the Commitment as the insured amount in the policies provided to the holders of the other classes of Senior ObligationsIndebtedness), and (z) such legal opinions and other assurances as the Administrative Agent may reasonably request.

Release and Reattachment of Collateral. (a) If Borrower and its Restricted Subsidiaries become entitled Each of the -------------------------------------- Banks hereby consents to the release of all on the Closing Date of the Liens contemplated granted by the Intercreditor Agreement, or to the release of any later equal, ratable and pari passu Liens Collateral Documents described in clause (b) below, and provided that no Default or Event of Default has then occurred and remains continuing, Borrower and the Co-Borrowers may in their sole discretion request that the Old Loan Agreement. The Administrative Agent release any Liens securing the Obligations in accordance with this clause (a). Borrower is hereby authorized and the Co-Borrowers shall submit any request under this Section in the form of a Certificate, in form and substance acceptable to the Administrative Agent, signed by a Senior Officer of Borrower and each Co-Borrower certifying that no Default or Event of Default exists, together with a written consent to the release of collateral executed directed by each Guarantor and such other supporting information as the Administrative Agent may request, including evidence reasonably satisfactory to the Administrative Agent that all other classes of Senior Obligations then holding Liens of the type described in Sections 6.7(g) or (h) shall previously or concurrently release all Liens held by such creditors. Promptly upon receipt of such a Certificate, the Administrative Agent shall provide a copy thereof Banks to the Banks and, unless the Requisite Banks contest the accuracy thereof within five Banking Days, shall (i) execute and deliver to Borrower and its Subsidiaries reconveyances and releases all such termination statements, mortgage releases, terminations of such Liens (or shall provide its written concurrence to any release deeds of Liens being provided by the Collateral Agent under the Intercreditor Agreement)trust, terminations of Liens, and (ii) return other instruments, documents and agreements as may be necessary or desirable, or which Borrower may reasonably request, to accomplish the Persons legally entitled thereto, all collateral pledged in support purposes of this Section or evidence the Obligations, all at the sole expense of Borrower and the Co-Borrowers (a "Collateral Release"), in each case subject to the requirement that the Liens of the types described in Sections 6.7(g) or (h) are previously or concurrently released. No Collateral Release shall constitute or be construed as a release (or to require the release) of the Guarantyeffects hereof. (b) If following any release of the Liens contemplated by the Intercreditor Agreement and the Collateral Documents, a Collateral Event occurs and if either (x) any the MGM Senior Obligations are Notes or the Mirage Senior Notes then entitled to require the granting of Liens in any assets of Borrower or any of the its Restricted Subsidiaries (other than any Lien of the types described in Sections 6.7(d), (e) or (f)) or (y) any such MGM Senior Obligations Notes or Mirage Senior Notes are in fact granted any Liens by Borrower Borrower, the Co-Borrowers or any of the Restricted Subsidiaries, then Borrower and the Co-Borrowers shall, and shall cause each of the Restricted Subsidiaries to, promptly and in any event within thirty days following the occurrence of such Collateral Event and in any event not later than the granting of any Liens in such Lienscollateral any MGM Senior Notes, the Mirage Senior Notes or any trustee therefor, grant perfected Liens in the same collateral to secure the Obligations (including any Related Swap Agreements) equally, ratably and on a pari passu basis, provided that Borrower and the Restricted Subsidiaries shall not be -------- obligated to provide Liens in any Property to the extent that Gaming Laws prohibit the granting of Liens in such Property to secure the Obligations Administrative Agent and all other classes of the MGM Senior Obligations Notes unless and until all required approvals of Gaming Boards thereto are obtained. In such event, Borrower shall, and shall cause each Restricted Subsidiary to, use its best efforts to obtain all necessary consents from the applicable Gaming Boards to grant a perfected Lien on such Property securing the Obligations and, upon receipt of all consents needed to grant such a perfected Lien, shall promptly take all action (or cause the Restricted Subsidiaries to take all action) reasonably necessary in order to grant and perfect such a Lien. The Liens granted pursuant to this clause (b) shall be (i) equal, ratable and pari passu with any Liens securing the other classes of MGM Senior ObligationsNotes, (ii) granted concurrently with the granting of any such LiensLiens in favor of the MGM Senior Notes or the Mirage Senior Notes (whichever first occurs), and (iii) granted pursuant to instruments, documents and agreements which are reasonably acceptable to the Administrative Agent and are either (A) held by a common collateral agent for all classes of Senior Obligations pursuant to an instrument comparable to the Intercreditor Agreement or (B) no less favorable to the Administrative Agent and the other Creditors than those granted to the other MGM Senior ObligationsNotes or the Mirage Senior Notes (whichever is most favorable to the holders thereof). While each of the Liens contemplated by this clause (b) shall be equal, ratable and pari passu in the manner described above, it is ---- ----- acknowledged that the same may subordinate to certain prior Liens in favor of creditors other than the holders of the MGM Senior Obligations Notes and the Mirage Senior Notes permitted pursuant to Section 6.7. In connection with the granting of any such Liens, Borrower and its Restricted Subsidiaries shall provide to the Administrative Agent (y) policies of title insurance on customary terms and conditions, to the extent that policies of title insurance on the corresponding Property are provided to the holders of other the MGM Senior Obligations Notes (and in an insured amount that bears the same proportion to the principal amount of the Commitment as the insured amount in the policies provided to the holders of other the MGM Senior ObligationsNotes bears to the aggregate amount of the MGM Senior Notes), and (z) such legal opinions and other assurances as the Administrative Agent may reasonably request. (c) If, following any Collateral Event, Borrower and its Restricted Subsidiaries are then entitled to the release of all of the equal, ratable and pari passu Liens described in clause (b) above securing the MGM Senior Notes and ---- ----- the Mirage Senior Notes, and provided that no Default or Event of Default has -------- then occurred and remains continuing, Borrower and the Co-Borrowers may in their sole discretion request that the Administrative Agent release any Liens securing the Obligations in accordance with this clause (c). Borrower and the Co- Borrowers shall submit any request under this Section in the form of a Certificate, in form and substance acceptable to the Administrative Agent, signed by a Senior Officer of Borrower and each Co-Borrower certifying that no Default or Event of Default exists, together with a written consent to the release of collateral executed by each Guarantor and such other supporting information as the Administrative Agent may request, including evidence reasonably satisfactory to the Administrative Agent that the Mirage Senior Notes, the MGM Senior Notes and the creditors under the Other Loan Agreements shall previously or concurrently release all Liens held by such creditors. Promptly upon receipt of such a Certificate, the Administrative Agent shall provide a copy thereof to the Banks and, unless the Requisite Banks contest the accuracy thereof within five Banking Days, shall (i) execute and deliver to Borrower and its Subsidiaries reconveyances and releases of such Liens, and (ii) return to the Persons legally entitled thereto, all collateral pledged in support of the Obligations, all at the sole expense of Borrower and the Co- Borrowers (a "Collateral Release"), in each case subject to the requirement that the Liens held by the Mirage Senior Notes, the MGM Senior Notes and the creditors under the Other Loan Agreements are previously or concurrently released. No Collateral Release shall constitute or be construed as a release (or to require the release) of the Guaranty.

Release and Reattachment of Collateral. (a) If Borrower and its Restricted Subsidiaries become entitled to the release of all of the Liens contemplated by the Intercreditor Agreement, or to the release of any later equal, ratable and pari passu Liens described in clause (b) below, and provided that no Default or Event of Default has then occurred and remains continuing, Borrower and the Co-Borrowers may in their sole discretion request that the Administrative Agent release any Liens securing the Obligations in accordance with this clause (a). Borrower and the Co-Borrowers shall submit any request under this Section in the form of a Certificate, in form and substance acceptable to the Administrative Agent, signed by a Senior Officer of Borrower and each Co-Borrower certifying that no Default or Event of Default exists, together with a written consent to the release of collateral executed by each Guarantor and such other supporting information as the Administrative Agent may request, including evidence reasonably satisfactory to the Administrative Agent that all other classes of Senior Obligations then holding Liens of the type described in Sections 6.7(g) or (h) shall previously or concurrently release all Liens held by such creditors. Promptly upon receipt of such a Certificate, the Administrative Agent shall provide a copy thereof to the Banks and, unless the Requisite Banks contest the accuracy thereof within five Banking Days, shall (i) execute and deliver to Borrower and its Subsidiaries reconveyances and releases of such Liens (or shall provide its written concurrence to any release of Liens being provided by the Collateral Agent under the Intercreditor Agreement), and (ii) return to the Persons legally entitled thereto, all collateral pledged in support of the Obligations, all at the sole expense of Borrower and the Co-Borrowers (a "Collateral Release"), in each case subject to the requirement that the Liens of the types described in Sections 6.7(g) or (h) are previously or concurrently released. No Collateral Release shall constitute or be construed as a release (or to require the release) of the Guaranty.[Reserved] (b) If following any release of the Liens contemplated by the Intercreditor Agreement and the Collateral Documents, a Collateral Event occurs and if either (x) any the MGM Senior Obligations are Notes or the Mirage Senior Notes then entitled to require the granting of Liens in any assets of Borrower or any of the its Restricted Subsidiaries (other than any Lien of the types described in Sections 6.7(d), (e) or (f)) or (y) any such MGM Senior Obligations Notes or Mirage Senior Notes are in fact granted any Liens by Borrower Borrower, the Co-Borrowers or any of the Restricted Subsidiaries, then Borrower and the Co-Borrowers shall, and shall cause each of the Restricted Subsidiaries to, promptly and in any event within thirty days following the occurrence of such Collateral Event and in any event not later than the granting of any Liens in such Lienscollateral any MGM Senior Notes, the Mirage Senior Notes or any trustee therefor, grant perfected Liens in the same collateral to secure the Obligations (including any Related Swap Agreements) equally, ratably and on a pari passu basis, provided that Borrower and the Restricted Subsidiaries shall not be obligated to provide Liens in any Property to the extent that Gaming Laws prohibit the granting of Liens in such Property to secure the Obligations Administrative Agent and all other classes of the MGM Senior Obligations Notes unless and until all required approvals of Gaming Boards thereto are obtained. In such event, Borrower shall, and shall cause each Restricted Subsidiary to, use its best efforts to obtain all necessary consents from the applicable Gaming Boards to grant a perfected Lien on such Property securing the Obligations and, upon receipt of all consents needed to grant such a perfected Lien, shall promptly take all action (or cause the Restricted Subsidiaries to take all action) reasonably necessary in order to grant and perfect such a Lien. The Liens granted pursuant to this clause (b) shall be (i) equal, ratable and pari passu with any Liens securing the other classes of MGM Senior ObligationsNotes, (ii) granted concurrently with the granting of any such LiensLiens in favor of the MGM Senior Notes or the Mirage Senior Notes (whichever first occurs), and (iii) granted pursuant to instruments, documents and agreements which are reasonably acceptable to the Administrative Agent and are either (A) held by a common collateral agent for all classes of Senior Obligations pursuant to an instrument comparable to the Intercreditor Agreement or (B) no less favorable to the Administrative Agent and the other Creditors than those granted to the other MGM Senior ObligationsNotes or the Mirage Senior Notes (whichever is most favorable to the holders thereof). While each of the Liens contemplated by this clause (b) shall be equal, ratable and pari passu in the manner described above, it is acknowledged that the same may subordinate to certain prior Liens in favor of creditors other than the holders of the MGM Senior Obligations Notes and the Mirage Senior Notes permitted pursuant to Section 6.7. In connection with the granting of any such Liens, Borrower and its Restricted Subsidiaries shall provide to the Administrative Agent (y) policies of title insurance on customary terms and conditions, to the extent that policies of title insurance on the corresponding Property are provided to the holders of other the MGM Senior Obligations Notes (and in an insured amount that bears the same proportion to the principal amount of the Commitment as the insured amount in the policies provided to the holders of other the MGM Senior ObligationsNotes bears to the aggregate amount of the MGM Senior Notes), and (z) such legal opinions and other assurances as the Administrative Agent may reasonably request. (c) If, following any Collateral Event, Borrower and its Restricted Subsidiaries are then entitled to the release of all of the equal, ratable and pari passu Liens described in clause (b) above securing the MGM Senior Notes and the Mirage Senior Notes, and provided that no Default or Event of Default has then occurred and remains continuing, Borrower and the Co-Borrowers may in their sole discretion request that the Administrative Agent release any Liens securing the Obligations in accordance with this clause (c). Borrower and the Co-Borrowers shall submit any request under this Section in the form of a Certificate, in form and substance acceptable to the Administrative Agent, signed by a Senior Officer of Borrower and each Co-Borrower certifying that no Default or Event of Default exists, together with a written consent to the release of collateral executed by each Guarantor and such other supporting information as the Administrative Agent may request, including evidence reasonably satisfactory to the Administrative Agent that the Mirage Senior Notes, the MGM Senior Notes and the creditors under all Indebtedness then holding Liens of the type described in Sections 6.7(g), (h) and (i) shall previously or concurrently release all Liens held by such creditors. Promptly upon receipt of such a Certificate, the Administrative Agent shall provide a copy thereof to the Banks and, unless the Requisite Banks contest the accuracy thereof within five Banking Days, shall (i) execute and deliver to Borrower and its Subsidiaries reconveyances and releases of such Liens, and (ii) return to the Persons legally entitled thereto, all collateral pledged in support of the Obligations, all at the sole expense of Borrower and the Co-Borrowers (a "Collateral Release"), in each case subject to the requirement that the Liens of the types described in Sections 6.7(g), (h) and (i) are previously or concurrently released. No Collateral Release shall constitute or be construed as a release (or to require the release) of the Guaranty.