PURCHASE AGREEMENT

Exhibit 10 PURCHASE AGREEMENT BY AND AMONG THE MIRAGE CASINO-HOTEL, AS SELLER, TREASURE ISLAND CORP., AS THE COMPANY AND RUFFIN ACQUISITION, LLC, AS PURCHASER DATED AS OF DECEMBER 13, 2008

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

Schedule 1A — Software
Schedule 1B — Used Intellectual Property
Schedule 2.2 — Retained Property
Schedule 2.3 — Additional Property
Schedule 6.1 — Ordinary Course of Business Exceptions
Schedule 6.3(c) — Access to Information
Schedule 6.12 — List of Transitional Services
Schedule 6.23(b) — Subdivision Map

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TABLE OF CONTENTS

Schedule 7.1(c) — Government Approvals Exhibit A-1 — Seller Note
Exhibit A-2 — Seller Note
Exhibit B — Collateral Documents
Exhibit C — REA Term Sheet
Exhibit D — Replacement Ground Lease
Exhibit E — Subdivision Guaranty Seller Disclosure Schedule Purchaser Disclosure Schedule

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PURCHASE AGREEMENT      THIS PURCHASE AGREEMENT (this " Agreement "), dated as of December 13, 2008, is by and among THE MIRAGE CASINO-HOTEL, a Nevada corporation (" Seller "), and TREASURE ISLAND CORP., a Nevada corporation (the " Company "), on the one hand, and RUFFIN ACQUISITION, LLC, a Nevada limited liability company (" Purchaser "), on the other hand.      WHEREAS, Seller is the sole stockholder of the Company and an indirect wholly owned subsidiary of MGM MIRAGE, a Delaware corporation;      WHEREAS, Seller desires to sell, and Purchaser desires to purchase, the Equity Interests of the Company for the consideration and on the terms set forth in this Agreement;      WHEREAS, Seller would not enter into this Agreement with Purchaser unless Phillip Ruffin, an individual (" Purchaser Parent "), guarantees the obligations, if any, of Purchaser to pay the Seller Termination Fee pursuant to the terms and conditions hereof, such guaranty to go into effect concurrently with the execution of this Agreement, and Purchaser Parent desires to enter into the Purchaser Guaranty as Purchaser Parent will derive benefits from Purchaser entering into this Agreement; and      WHEREAS, capitalized terms used herein and not otherwise defined shall have the meanings set forth in Article I hereof.      NOW, THEREFORE, IN CONSIDERATION of the foregoing and the respective representations, warranties, covenants, obligations and agreements set forth below, the Parties agree as follows: ARTICLE I DEFINITIONS       " 2007 Audited Financials " shall have the meaning ascribed in Section 4.4 .       "Acquisition Proposal " shall have the meaning ascribed in Section 6.26(a) .      " Actual Working Capital " shall mean the Working Capital of the Company as of the Closing Date as set forth in the Company’s Final Statement.      " Additional Property " shall have the meaning ascribed in Section 2.3 .      " Affiliate " means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person. For purposes of this definition, "control" (including the terms "controlled by" and "under common control with") with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly or as a trustee or executor, of the power to direct or cause the direction of the management and policies

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of a Person through the ownership of voting securities having the power to elect a majority of the board of directors or similar body or Person governing the management and policies of such Person; provided, however, that notwithstanding the foregoing, in no event shall the term Affiliate, when used in the context of Seller or Parent, include the majority shareholder of Parent or any entities owned or controlled by or under common control with, the majority shareholder of Parent, other than Parent and each subsidiary of Parent.      " Affiliate Contracts " shall have the meaning ascribed in Section 4.11(b) .      " Agreement " shall have the meaning ascribed in the preamble.      " Asset Allocation Statement " shall have the meaning ascribed in Section 9.7(b) .      " Assigned Intellectual Property " means that Used Intellectual Property, the ownership of which will be assigned to the Company at or prior to Closing, as more particularly identified on Schedule 2.3 .      " Atlandia " shall have the meaning ascribed in Section 6.30 .      " Business Day " means any day that is not a Saturday, Sunday or other day on which banks are required or authorized by Law to be closed in the State of Nevada.      " Certificated Water Rights " shall have the meaning ascribed in Section 6.30.      " Claim Notice " means written notification pursuant to Section 8.3(a) of a Third Party Claim as to which indemnity under Section 8.2 is sought by an Indemnified Party, enclosing a copy of all papers served, if any, and specifying the nature of and basis for such Third Party Claim and for the Indemnified Party’s claim against the Indemnifying Party under Section 8.2 , together with the amount or, if not then reasonably determinable, the estimated amount, determined in good faith, of the Loss arising from such Third Party Claim.      " Cleanup " means all actions required to (a) cleanup, remove, treat or remediate Hazardous Materials in the indoor or outdoor environment in accordance with Environmental Laws, (b) perform pre-remedial studies and investigations and post-remedial monitoring and care or (c) respond to any requests by a Governmental Entity for information or documents relating to cleanup, removal, treatment or remediation or potential cleanup, removal, treatment or remediation of Hazardous Materials in the indoor or outdoor environment.      " Closing " shall have the meaning ascribed in Section 3.1 .      " Closing Date " shall have the meaning ascribed in Section 3.1 .      " Closing Date Cash Purchase Price " shall mean the Closing Date Purchase Price, less the face amount of the Seller Notes, if any, issued by Purchaser at Closing.      " Closing Date Purchase Price " shall have the meaning ascribed in Section 3.4 .

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     " Code " means the Internal Revenue Code of 1986, as amended from time to time, including the rules and regulations promulgated thereunder.      " Commercially Reasonable Efforts " means the efforts that a prudent Person desirous of achieving a result would use in similar circumstances.      " Company " shall have the meaning ascribed in the preamble, and shall include said Company after it is converted to a limited liability company pursuant to the Conversion.      " Company Balance Sheet " shall have the meaning ascribed in Section 4.4 .      " Company Employees " shall have the meaning ascribed in Section 6.11(d) .      " Confidentiality Agreement " means the Confidentiality Agreement previously entered into by and between Purchaser Parent and Parent, as amended from time to time.      " Consumable Items " means all foodstuffs and nonalcoholic beverages that are located at the Real Property.      " Contract " means any agreement, undertaking, obligation or understanding, whether written or oral, or subject to conditions, including any commitment, letter of intent, mortgage, indenture, note, loan, guarantee, lease, sublease, license, contract, deed of trust, option agreement, right of first refusal, security agreement, development agreement, operating agreement, management agreement, service agreement, partnership agreement, joint venture agreement, limited liability agreement, put/call arrangement, purchase, sale, merger or other agreement, together with any amendments or modifications thereto and restatements thereof; provided that Contracts do not include Leases respecting Leased Real Property or Tenant Leases.      " Conversion " shall have the meaning ascribed in Section 6.27.      " Copyrights " means all works protectible under the Copyright Act of 1976, 17. U.S.C. 101 (as amended), whether registered or unregistered, including related moral rights and rights of attribution and integrity.      " Current Assets " means, in respect of the Company and as of any applicable date in question, (a) all assets of the Company that should be classified as current in accordance with GAAP, plus, to the extent not otherwise included, (b) all assets of the Company that are classified as current in accordance with the historical practices of the Company in the preparation of its financial statements, and (c) any Additional Property (other than net fixed assets) reflected on the books of an Affiliate but not reflected on the books of the Company, less (x) all accounts receivable of the Company from its Affiliates to the extent classified as current and (y) any Retained Property reflected on the books of the Company to the extent classified as current. For the avoidance of doubt, Current Assets includes, with respect to the Company, among other things, cash in bank accounts (excluding credit balances/book overdrafts), cash on hand in the cage, on the gaming floor, in retail outlets, in food and beverage outlets owned by the Company and elsewhere within the Company’s business, casino, hotel and other receivables net of adequate allowances (for example, allowances for doubtful accounts), inventories of food,

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beverage, retail merchandise, supplies and other items, and prepaid expenses (including deposits classified as current).      " Current Liabilities " means, in respect of the Company and as of any applicable date in question, all liabilities of the Company that should be classified as current in accordance with GAAP, plus, to the extent not otherwise included, all liabilities of the Company that are classified as current in accordance with the historical practices of the Company in the preparation of its financial statements, less all accounts payable of the Company to its Affiliates to the extent classified as current. For the avoidance of doubt, Current Liabilities shall include, among other things, credit balances (book overdrafts) in cash in bank accounts, all outstanding chips and tokens net of those previously recognized as income, progressive slot machine liability, table games progressive jackpot liability, and unpaid keno tickets, unredeemed race and sports book wagers and such other obligations that may arise that are similar to the foregoing, all in accordance with posted rules, if applicable.      " Customer " shall have the meaning ascribed within the definition of " Customer List ".      " Customer List " means a compilation of information regarding individual players, customers or patrons who have had their table or slot play tracked at the Company’s business within eighteen (18) months prior to the Closing Date, and, with respect to the foregoing, appears within the Players Club (" Customers "). The Customer List shall distinguish between those Customers who have also had their table or slot play tracked at the business of any other MGM Group Property (" Shared Customers ") and those who have not (" Exclusive Customer s").      " DCP II " shall have the meaning ascribed in Section 6.11(b) .      " Deed " shall have the meaning ascribed in Section 6.23(c) .      " Disclosure Schedules " means the Seller Disclosure Schedule and the Purchaser Disclosure Schedule.      " Dispute Notice " shall have the meaning ascribed in Section 3.5(a) .      " Dispute Period " means the period ending thirty days following receipt by an Indemnifying Party of either a Claim Notice or an Indemnity Notice.      " Domain Names " means any alphanumeric designation registered with any domain name register for use as a Universal Resource Locator or other electronic address for a web site on the Internet.      " Encumbrance " means any security interest, pledge, mortgage, option, lien (including environmental and Tax liens), assessment, lease, charge, encumbrance, adverse claim, preferential arrangement, equitable interest, right of first refusal or restriction of any kind, including any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of ownership, other than (a) Permitted Exceptions and (b) security interests created as of the Closing Date pursuant to the collateral documents relating to the Seller Notes as contemplated by Section 2.1 .

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     " Environmental Claim " means any claim, action, or cause of action by any Person, or investigation by a Governmental Entity, alleging Liability (including Liability for Cleanup costs, governmental response costs, investigation costs, natural resources damages, property damages, or personal injuries) arising out of, based on, or resulting from, (a) the presence, Release or threatened Release of any Hazardous Materials at a location, currently or formerly owned or operated by the Company or at any third party location where the Company sent, or caused to be sent, Hazardous Materials or (b) any violation, or alleged violation, of any Environmental Law.      " Environmental Laws " means all federal, state and local Laws relating to pollution or protection of human health or the environment, including Laws relating to Releases or threatened Releases of Hazardous Materials, the manufacture, processing, distribution, use, treatment, storage, Release, transport or handling of Hazardous Materials, record keeping, notification, disclosure and reporting requirements respecting Hazardous Materials.      " Equity Interests " means one hundred percent of the issued and outstanding capital stock of, or members’ interests in, the Company, as applicable.      " ERISA " means the Employee Retirement Income Security Act of 1974, as amended from time to time, including the rules and regulations promulgated thereunder.      " ERISA Affiliate " shall have the meaning ascribed in Section 4.14(a) .      " Estimated Working Capital " shall have the meaning ascribed in Section 3.4 .      " Estimated Working Capital Statement " shall have the meaning ascribed in Section 3.4 .      " Exclusive Customers " shall have the meaning ascribed within the definition of "Customer List".      " Exempt Acquisition Proposal " shall have the meaning ascribed in Section 6.26(b) .      " Existing Parcel " shall have the meaning ascribed in Section 6.23(a).      " FCC " means the Federal Communications Commission.      " FF&E " means all furniture, fixtures and equipment owned or leased by the Company in connection with its businesses, including floor coverings, pictures, and furniture located within the Company’s Real Property, and all Operating Equipment, and all other equipment used in the operation of the casino, kitchens, dining rooms and bars, cleaning equipment, office equipment, machinery, vehicles, computers and other data processing hardware, special lighting and other equipment of a like nature, with such additions and deletions as may occur in the Ordinary Course of Business.      " Final Purchase Price " shall have the meaning ascribed in Section 3.6 .      " Final Statement " shall have the meaning ascribed in Section 3.5(a) and Section 3.5(b) .

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     " GAAP " means United States generally accepted accounting principles and practices as in effect from time to time.      " Gaming Authorities " means, collectively, (a) the Nevada Gaming Commission, (b) the Nevada State Gaming Control Board, (c) the Clark County Gaming and Liquor Licensing Board, and (d) any other Governmental Entity that holds regulatory, licensing or permit authority over gambling, gaming or casino activities conducted or proposed to be conducted by the MGM Entities or any of their Affiliates within its jurisdiction.      " Gaming Laws " means any federal, state, local or foreign statute, ordinance, rule or regulation governing or relating to the ownership of the Company and the gambling, gaming or casino activities and operations of the MGM Entities or any of their Affiliates, in each case as amended, from time to time.      " Gaming Licenses " means all licenses, permits, approvals, authorizations, registrations, findings of suitability, waivers and exemptions, including any condition or limitation placed thereon, that are necessary for the Company to own and operate its gaming facilities and related amenities issued under the applicable Gaming Laws.      " Governmental Approvals " means all (a) Gaming Licenses, Liquor Licenses and any other permit, license, certificate, franchise, concession, approval, consent, ratification, permission, clearance, confirmation, endorsement, waiver, certification, filing, franchise, notice, variance, right, designation, rating, registration, qualification, authorization or order that is or has been issued, granted, given or otherwise made available by or under the authority of any Governmental Entity or pursuant to any Law and (b) rights under any Contract with any Governmental Entity that relates to or is used in a Person’s business or operations.      " Governmental Entity " means any (a) nation, principality, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature anywhere in the world, (b) governmental or quasi-governmental entity of any nature, including any governmental division, subdivision, department, agency, bureau, branch, office, commission, council, board, instrumentality, officer, official, representative, organization, taxing authority or unit and any court or other tribunal (foreign, federal, state or local), or (c) Person, or body exercising, or entitled to exercise, any executive, legislative, judicial, administrative, regulatory, police, military or taxing authority or power of any nature, including the Gaming Authorities.      " Governmental Order " means any order, writ, judgment, injunction, decree, stipulation, determination, or award entered by or with any Governmental Entity.      " Hazardous Materials " means any and all petroleum products or distillates, fractions or wastes, asbestos-containing materials, urea formaldehyde foam, friable asbestos, toxic mold, heavy metals, radioactive materials or wastes and other wastes, materials, chemicals or substances regulated pursuant to any applicable Environmental Laws.      " HSR Act " means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended from time to time, including the rules and regulations promulgated thereunder.

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     " Improvements " shall have the meaning ascribed in Section 4.8(e) .      " Indebtedness " means, with respect to a Person without duplication, (a) all indebtedness for borrowed money, (b) all indebtedness for the deferred purchase price of property or services (other than property, including inventory, and services purchased, trade payables, other expense accruals and deferred compensation items arising in the Ordinary Course of Business), (c) all obligations evidenced by notes, bonds, debentures or other similar instruments (other than performance, surety and appeal bonds arising in the Ordinary Course of Business in respect of which such Person’s liability remains contingent), (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all obligations under leases that have been or should be, in accordance with GAAP, recorded as capital leases, (f) all reimbursement, payment or similar obligations, contingent or otherwise, under acceptance, letter of credit or similar facilities, (g) all indebtedness of others referred to in clauses (a) through (f) above guaranteed directly or indirectly by a Person, or in effect guaranteed directly or indirectly by a Person through a Contract, to: (i) pay or purchase such indebtedness or to advance or supply funds for the payment or purchase of such indebtedness, (ii) purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such indebtedness, (iii) supply funds to or in any other manner invest in the debtor (including any agreement to pay for property or services irrespective of whether such property is received or such services are rendered), or (iv) otherwise assure a creditor against loss in respect of such indebtedness, and (h) all indebtedness referred to in clauses (a) through (g) above secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any Encumbrance or Permitted Exception upon or in property (including accounts and Contract rights) owned by a Person, even though the Person may not have assumed or become liable for the payment of such indebtedness, and including in clauses (a) through (h) above any accrued and unpaid interest thereon.      " Indemnified Party " means a Purchaser Indemnified Party or a Seller Indemnified Party, as the case may be.      " Indemnifying Party " means the Seller Indemnifying Parties or the Purchaser Indemnifying Parties, as the case may be.      " Indemnity Notice " means written notification pursuant to Section 8.3(b) of a claim for indemnity under Article VIII by an Indemnified Party, specifying the nature of and basis for such claim, together with the amount or, if not then reasonably determinable, the estimated amount, determined in good faith, of the Loss arising from such claim.      " Independent Accounting Firm " shall have the meaning ascribed in Section 3.5(b) .      " Infringement " means a violation of Intellectual Property rights.      " Intellectual Property " means all Copyrights, Customer Lists, Domain Names, Patents, Trademarks, and Trade Secrets.      " Intercompany Account Settlement " shall have the meaning ascribed in Section 6.5 .

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     " IP Agreements " means all Contracts or court decisions, orders or judgments, that are binding on the Company and that contain provisions relating to the ownership or use of Owned Intellectual Property or Used Intellectual Property.      " IP Claim " means any claim, demand, dispute, lawsuit, arbitration, opposition, interference, cancellation or other adversarial proceeding concerning alleged Infringement respecting the validity, registrability, enforceability, ownership or Use of Intellectual Property.      " IP Enforcement Documents " means all Contracts, outstanding decrees, orders, judgments, settlement agreements or stipulations to which the Company is a party or otherwise bound (whether oral or written, and whether between the Company and an independent Person or inter-corporate) that contain provisions: (a) covenanting not to sue any Person for Infringement of any Owned Intellectual Property or Used Intellectual Property; or (b) restricting the Company’s Use of Owned Intellectual Property or Used Intellectual Property.      " IRS " shall mean the Internal Revenue Service.      " Joint Employee Garage " shall have the meaning ascribed in Section 6.23(a).      " Joint Employee Garage Parcel " shall have the meaning ascribed in Section 6.23(a).      " Joint Improvements " shall have the meaning ascribed in Section 4.8(e).      " Joint Valet Garage " shall have the meaning ascribed in Section 6.23(a).      " Joint Valet Parcel " shall have the meaning ascribed in Section 6.23(b).      " Land Use Permits " shall have the meaning ascribed in Section 4.8(s).      " Law " and " Laws " means all laws, statutes, rules, regulations, ordinances and other pronouncements having the effect of law of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision or of any Governmental Entity, including all Gaming Laws.      " Lease Memorandum " means a memorandum of the Replacement Ground Lease, in the form reasonably agreed by Seller and Purchaser, to be duly executed and notarized on behalf of the Company and Seller to the Replacement Ground Lease and recorded in the Official Records.      " Leased Real Property " shall have the meaning ascribed in Section 4.8(b) .      " Leases " means all leases, ground leases, subleases or other agreements, including all amendments, extensions, renewals, guaranties or other agreements with respect to the Leased Real Property, but excluding any lease or sublease as to which the Company is the lessor or sublessor.      " Liabilities " means all debts, obligations and other liabilities of a Person (whether absolute, accrued, contingent, fixed or otherwise, or whether due or to become due), including

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those arising under any Law, action, investigation, inquiry or order and those arising under any Contract and " Liability " means any one of them.      " Liquor Assets " means the inventory of alcoholic beverages at the Real Property.      " Liquor Licenses " means all those certain "off sale," "portable bar" and other alcoholic beverage licenses issued by Governmental Entities to the Company pursuant to which the sale of alcoholic beverages is permitted in the restaurants, bars, function rooms and guest rooms of the hotel owned by the Company.      " Loss " means any action, cost, damage, Liability, loss, injury, penalty, or obligation of any kind or nature, including interest, penalties, fines, legal, accounting, and other professional fees and expenses incurred in the investigation, collection, prosecution, determination and defense thereof, amounts paid in settlement, any incidental, consequential, or punitive damages payable to third parties that may be imposed on or otherwise incurred or suffered and which give rise to a valid claim for indemnification under ARTICLE VIII .      " Material Adverse Effect " means any circumstance, development, change in, or effect on the Company that, individually or in the aggregate with any other circumstances, developments, changes in, or effects on, the Company is, or is reasonably expected to be, directly or indirectly, materially adverse to (a) the overall business and financial condition of the Company, or (b) the ability of Seller or the Company to consummate the transactions contemplated by this Agreement. For the avoidance of doubt, a circumstance, development, change, or effect on the Company is not to be considered in determining whether there has been a Material Adverse Effect if (i) such circumstance, development or change affects the gaming industry generally, (ii) such circumstance, development, change or effect is the result of general economic conditions, or (iii) such circumstance, development, change or effect results from any act of terrorism, commencement or escalation of armed hostilities in the U.S. or internationally or declaration of war by the U.S. Congress. Accordingly, a Material Adverse Effect does not include matters such as legal, regulatory, economic, industry, political, industrial, climatic, geographic or demographic conditions, factors, changes or circumstances or financial, banking or capital market changes which are related to companies, businesses or premises generally (domestically or internationally) or to companies, businesses or premises in the gaming, recreational, resort, entertainment, leisure or similar sectors within the State of Nevada, throughout the United States or internationally.      " Material Contracts " shall have the meaning ascribed in Section 4.11(a) .      " MGM Entities " means Seller and, until the Closing, the Company.      " MGM Group Property " means any property operated by Parent or any of its Affiliates other than the Company.      " Mirage Property " shall have the meaning ascribed in Section 6.23(b).      " Multiemployer Plan " means the Southern Nevada Culinary Workers and Bartenders Pension Plan Trust Agreement.

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     " Newco " shall have the meaning ascribed in Section 6.31(b) .      " New Plans " shall have the meaning ascribed in Section 6.11(d) .      " NLRA " means the National Labor Relations Act of 1947, as amended from time to time, including the rules and regulations promulgated thereunder.      " NLRB " means the National Labor Relations Board established pursuant to the NLRA.      " Non-Imputation Endorsement " shall have the meaning ascribed in Section 6.23(c).      " Notifying Party " shall have the meaning ascribed in Section 6.6(a) .      " NRS " means the Nevada Revised Statutes, as amended from time to time, including the rules and regulations promulgated thereunder.      " Official Records " shall have the meaning ascribed in Section 6.23(c).      " Old Plans " shall have the meaning ascribed in Section 6.11(d) .      " Operating Equipment " means all items owned or leased by the Company and used in its business, including in the operation or maintenance of its Real Property, including all specialized casino equipment, such as slot machines, cards, poker chips, gaming devices, dice, baccarat chips, gaming tables, pneumatic stools, drop buckets, cans and racks, tokens, token racks, card shuffler devices and accessories, change sorters, pit stands, counting equipment, roulette table covers, casino and game table signage, cage and game tables supplies, and all other gaming equipment relating to its business, and including food service preparation utensils, chinaware, glassware, silverware and hollowware, food and beverage service equipment, uniforms and also including consumable supplies for housekeeping, engineering, accounting and office use, together with paper supplies and miscellaneous general supply items.      " Ordinary Course of Business " means an action taken by a Person if (a) such action is consistent with the past practices of such Person and is taken in the normal day-to-day operations of such Person and (b) such action is not required to be authorized by the board of directors of such Person (or by any Person or group of Persons exercising similar authority) and is not required to be specifically authorized by the parent company (if any) of such Person.      " Outside Closing Date " means that date which is nine (9) months following the date hereof, or such later date as the Parties shall mutually agree.      " Owned Intellectual Property " means all Intellectual Property that is owned exclusively by the Company.      " Owned Real Property " shall have the meaning ascribed in Section 4.8(a).      " Owner’s Title Policy " shall have the meaning ascribed in Section 6.23(c).      " Parent " means MGM MIRAGE, a Delaware corporation.

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     " Parties " means Seller, the Company and Purchaser.      " Patents " means all patents, whether issued or pending, and patentable inventions.      " Permitted Exceptions " means the matters set forth in Section 4.8(a) of the Seller Disclosure Schedule.      " Person " means an individual, corporation, partnership, limited liability company, joint stock company, joint venture, association, trust or other entity or organization, including a Governmental Entity.      " Plans " shall have the meaning ascribed in Section 4.14(a) .      " Policies " shall have the meaning ascribed in Section 4.19 .      " Players Club " means the players club database maintained on the Parent player database system utilized by the Company.      " Pre-Closing Period " shall have the meaning ascribed in Section 9.1(a)(i) .      " Pre-Closing Period Tax Returns " shall have the meaning ascribed in Section 9.2(b) .      " Pre-Subdivision Closing Conditions " shall have the meaning ascribed in Section 7.3(f)(ii) .      " Purchaser " shall have the meaning ascribed in the preamble.      " Purchaser Disclosure Schedule " shall have the meaning ascribed in ARTICLE V .      " Purchaser Group " shall have the meaning ascribed in Section 6.11(d) .      " Purchaser Guaranty " means that certain Guaranty of even date herewith executed by Purchaser Parent, guarantying all of Purchaser’s obligations, if any, to pay the Seller Termination Fee pursuant to the terms and conditions hereof.      " Purchaser Indemnified Parties " means Purchaser, and, after the Closing, the Company and their respective Affiliates, and their respective members, partners, directors, managers, officers, employees, agents and representatives.      " Purchaser Indemnifying Parties " means Purchaser, and, after the Closing, the Company.      " Purchaser Parent " shall have the meaning ascribed in the recitals.      " Purchaser Termination Fee " shall have the meaning ascribed in Section 6.14(b) .      " Real Property " shall have the meaning ascribed in Section 4.8(b).      " Real Property Improvements " shall have the meaning ascribed in Section 4.8(e).

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     " REA " shall have the meaning ascribed in Section 6.23(d).      " REA Term Sheet " shall have the meaning ascribed in Section 6.23(d) .      " Recipient " shall have the meaning ascribed in Section 9.4(a) .      " Release " means any release, spill, emission, discharge, leaking, pumping, injection, deposit, disposal, dispersal, leaching or migration into the indoor or outdoor environment (including ambient air, surface water, groundwater and surface or subsurface strata) of Hazardous Materials in, at, on or under the property, including the movement of Hazardous Materials through or in the air, soil, surface water, groundwater or real property.      " Release of Guaranties " shall have the meaning ascribed in Section 6.16 .      " Rent Roll " shall have the meaning ascribed in Section 4.8(c) .      " Replacement Ground Lease " shall mean a ground lease in the form of that certain Ground Lease by and between Seller and the Company attached hereto as Exhibit D and covering the Treasure Island Property, subject to modification thereof as permitted pursuant to this Agreement.      " Resolution Period " means the period ending thirty days following receipt by an Indemnified Party of a written notice from an Indemnifying Party stating that it disputes all or any portion of a claim set forth in an Indemnity Notice.      " Retained Property " shall have the meaning ascribed in Section 2.2 .      " SEC " shall mean the Securities and Exchange Commission.      " Securities Act " means the Securities Act of 1933, as amended from time to time, including the rules and regulations promulgated thereunder.      " Seller " shall have the meaning ascribed in the preamble.      " Seller Disclosure Schedule " shall have the meaning ascribed in ARTICLE IV .      " Seller Indemnified Parties " means Parent, Seller and their respective Affiliates, and their respective members, partners, directors, officers, employees, agents and representatives.      " Seller Indemnifying Parties " means Seller.      " Seller Notes " shall mean those certain Purchase Notes Secured by Deed of Trust in the form of Exhibit A-1 and Exhibit A-2 hereto.      " Seller Termination Fee " shall have the meaning ascribed in Section 6.14(a) .      " SERP II " shall have the meaning ascribed in Section 6.11(b) .

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     " Shared Customer " shall have the meaning ascribed within the definition of "Customer List".      " Shared Uses " shall have the meaning ascribed in Section 6.23(d).       "Software " means those computer programs (whether in source code or object code form), databases, compilations of data, and all documentation related to any of the foregoing, more particularly as set forth on Schedule 1A .      " SOXA " means the Sarbanes-Oxley Act of 2002, as amended from time to time, including the rules and regulations promulgated thereunder.      " Straddle Period " shall have the meaning ascribed in Section 9.1(a)(i) .      " Straddle Period Tax Returns " shall have the meaning ascribed in Section 9.2(a) .      " Subdivision " shall have the meaning ascribed in Section 6.23(b).      " Subdivision Closing Conditions " shall have the meaning ascribed Section 7.3(f)(i) .      " Subdivision Guaranty " means that certain Subdivision Guaranty and Agreement by and among Parent, Seller, the Company and Purchaser, in the form attached hereto as Exhibit E .      " Subsidiary " of any Person means any corporation, partnership, joint venture, limited liability company, trust, estate or other Person of which (or in which), directly or indirectly, more than 50% of (a) the issued and outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency), (b) the interest in the capital or profits of such partnership, joint venture or limited liability company or other Person or (c) the beneficial interest in such trust or estate, is at the time owned by such first Person, or by such first Person and one or more of its other Subsidiaries or by one or more of such Person’s other Subsidiaries.      " Tangible Personal Property " means all items of tangible personal property, whether owned or leased, including: (a) FF&E; (b) Consumable Items; (c) Liquor Assets; and (d) all other items of tangible personal property that are owned or leased by the Company and located at, and used in the operation of, its business.      " Tangible Personal Property Leases " shall have the meaning ascribed in Section 4.9 .      " Tax Claim " shall have the meaning ascribed in Section 9.4(a) .      " Tax Return " means any return, declaration, report, claim for refund or statement filed or required to be filed with any taxing authority or jurisdiction (foreign or domestic) with respect to Taxes, including attachments thereto, declarations, disclosures, schedules, estimates and elections and amendments thereof, including information returns.

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     " Taxes " means any and all taxes, charges, customs, fees, levies, duties, Liabilities, impositions or other assessments, including income, gross receipts, profits, excise, real or personal property, environmental, recapture, sales, use, value-added, withholding, social security, retirement, employment, unemployment, occupation, service, license, net worth, payroll, franchise, gains, stamp, transfer and recording taxes, general or special assessments, fees and charges, imposed by the IRS or any other taxing authority (whether domestic or foreign including any state, county, local or foreign government or any subdivision or taxing agency thereof (including a United States possession)), and all taxes, fees and other charges assessed under the Gaming Laws (excluding any and all fees, charges, costs and expenses assessed against Purchaser or any of its principals by the Gaming Authorities in connection with the filing, investigation and/or processing of the applications of Purchaser and any of its principals to obtain all Governmental Approvals necessary to own and operate the Company and its facilities and related amenities), whether computed on a separate, consolidated, unitary, combined or any other basis; any interest, fines, penalties, additions to tax, or additional amounts attributable to, or imposed upon, or with respect to, any such taxes, charges, customs, fees, levies, duties, Liabilities, impositions or other assessments; and any obligation to indemnify or otherwise assume or succeed to the Tax Liability of any Person. For the avoidance of doubt, Taxes assessed under the Gaming Laws shall not be treated as "income" Taxes for purposes of this Agreement.      " Tenant Leases " means all leases and subleases of Real Property as to which the Company is the lessor or sublessor, as set forth on the Rent Roll.      " Termination of Affiliate Contracts " shall have the meaning ascribed in Section 6.13 .      " Third Party Claim " shall have the meaning ascribed in Section 8.3(a) .      " Trademarks " means all indicia of the source or origin of goods or services in commerce (including, but not limited to, trademarks, service marks, trade names, slogans, logos and trade dress), whether registered or unregistered, together with associated goodwill.      " Trade Secrets " means all information that qualifies for trade secret protection under the Nevada Trade Secrets Act, NRS 600A.010 et seq.      " Transfer Taxes " means real property transfer taxes imposed pursuant to NRS § 375.060.      " Transitional Services Agreement " shall have the meaning ascribed in Section 6.12 .      " Treasure Island Property " shall have the meaning ascribed in Section 6.23(b).      " Unaudited 2008 Financials " shall have the meaning ascribed in Section 4.4      " Use " means: (1) with respect to works protectible by copyright, to copy, distribute, publicly display, publicly perform, transmit, disclose to third parties, or make derivative works based on the work; (2) with respect to Trademarks, to use in commerce to denote the source or origin of goods or services; (3) with respect to patented inventions, to make, use, sell (or offer to make, use or sell) import or export, patented invention; (4) with respect to Trade Secrets, means

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used in the course of business; and (5) to grant to others the right or license to do any of the foregoing.      " Used Intellectual Property " means Intellectual Property that is: (1) not owned or controlled by the Company, and (2) Used or held for Use in the business of the Company, all as more particularly set forth on Schedule 1B . Assigned Intellectual Property is a subset of Used Intellectual Property.      " WARN Act " shall mean the Worker Adjustment and Retraining Notification Act of 1988, as amended from time to time, including the rules and regulations promulgated thereunder.      " Water Rights " shall have the meaning ascribed in Section 4.8(t) .      " Working Capital " means Current Assets minus Current Liabilities of the Company.      " Working Capital Statement " shall have the meaning ascribed in Section 3.5(a) . ARTICLE II PURCHASE AND SALE OF EQUITY INTERESTS                Section 2.1 Purchase and Sale of Equity Interests .      On and subject to the terms and conditions of this Agreement, Purchaser agrees to purchase from Seller, and Seller agrees to sell to Purchaser, all of the Equity Interests for the Final Purchase Price. At the Closing, the Equity Interests shall be transferred or otherwise conveyed to Purchaser free and clear of all Encumbrances and Permitted Exceptions, excepting only restrictions on the subsequent transfer of the Equity Interests as may be imposed under applicable Laws. Seller and Purchaser agree that Two Hundred Seventy-Five Million Dollars ($275,000,000) of the Final Purchase Price shall, at Purchaser’s election, be (a) paid in cash, (b) evidenced by the Seller Notes and secured by a first priority lien on certain assets of the Company and a first priority pledge of the Equity Interests pursuant to the collateral documents attached as Exhibit B to this Agreement, and such other collateral documents as may be agreed to between the parties, each acting reasonably and in good faith, or (c) a combination of both (a) and (b). The priority of the lien on such assets, if any, shall be evidenced by a lender’s policy of title insurance in form and substance reasonably satisfactory to Seller, the cost of which shall be borne by Purchaser.                Section 2.2 Retained Property .      Notwithstanding anything to the contrary contained in this Agreement, from and after the Closing, Seller shall retain all of its right, title and interest in and to each and all of the assets set forth on Schedule 2.2 (collectively, the " Retained Property "), which Retained Property is not a part of the transactions contemplated hereby, whether or not such Retained Property is presently owned by the Company. Seller and Purchaser may amend Schedule 2.2 as necessary to include any specific items of Seller’s which is not owned or used by the Company but were inadvertently

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omitted from said Schedule. Prior to the Closing Date, Seller shall cause the Company to assign to Seller, Parent or an Affiliate designated by Parent, all right, title and interest of such Company in such Retained Property. All items, whether located at the Company’s Real Property, or otherwise owned by the Company, that constitute Retained Property, may be removed on or prior to the Closing Date or within one hundred twenty (120) days after the Closing Date by Seller, provided that such removal be done at prearranged times so as not to unreasonably disrupt the Company’s operations or customers. Seller acknowledges and agrees that all Liability or Loss associated with the Retained Property and its removal shall be borne exclusively by Seller, and the Seller Indemnifying Parties shall, jointly and severally, defend and indemnify the Purchaser Indemnified Parties in respect of, and hold each of them harmless from and against, any and all Losses suffered, incurred or sustained by any of them or to which any of them becomes subject, resulting from, arising out of, or relating to the Retained Property or its removal. For the avoidance of doubt, any Liability or Loss incurred by Purchaser in connection with any Retained Property or its removal shall not be subject to the provisions of Section 8.2(c) .                Section 2.3 Additional Property .       Schedule 2.3 identifies certain property that is presently used by the Company and intended to be a part of the transactions contemplated by this Agreement, but is presently owned by an Affiliate of Seller, including without limitation, Assigned Intellectual Property (collectively, the " Additional Property "). Prior to or concurrently with the Closing, Seller shall cause its Affiliates to transfer the Additional Property identified opposite each such item on Schedule 2.3 to the Company. Notwithstanding the foregoing, the Treasure Island Property, and the timing of its transfer to the Company, is addressed in Section 6.23 hereof, and in the event of any inconsistency between this Section 2.3 and Section 6.23 , then Section 6.23 shall govern. From and after the Closing, Seller shall, and shall cause its Affiliates to, take such further actions and provide such further instruments as may be reasonably requested by Purchaser or the Company to confirm the transfer of the Additional Property from Seller or its Affiliate to the Company and in effecting the relocation of any Additional Property to the Real Property. ARTICLE III CLOSING; PURCHASE PRICE                Section 3.1 Closing .      The closing of the purchase and sale of the Equity Interests (the " Closing ") shall take place at the executive offices of Parent, located at 3950 Las Vegas Boulevard South, Las Vegas, Nevada 89119 (or such other location agreed upon in writing by Purchaser and Seller) at such time to be agreed upon by Purchaser and Seller on the later of (i) the last Business Day of the calendar month in which the satisfaction or, if permissible, waiver of the conditions set forth in ARTICLE VII (other than those conditions that by their nature are to be satisfied at the Closing) occurs, or (ii) the second Business Day following the date on which such satisfaction or waiver occurs (such later date, the " Closing Date "), unless another date is agreed to in writing between

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Purchaser and Seller; provided that in all events the Closing shall occur, if at all, on or before the Outside Closing Date.                Section 3.2 Deliveries at Closing .      (a) In connection with the sale of the Equity Interests at the Closing, Seller shall deliver or cause to be delivered the following to Purchaser at the Closing:      (i) an executed receipt for the Closing Date Cash Purchase Price and, if applicable, the Seller Notes;      (ii) certificates representing the Equity Interests of the Company (if the Equity Interests are certificated), together with appropriate instruments of transfer in a form mutually reasonably satisfactory to Seller and Purchaser for transfer on the books of the Company;      (iii) copies of the publicly filed organizational documents of the Company, certified as of a recent date prior to the Closing Date by the Secretary of State of the State of Nevada;      (iv) a copy, certified by an officer of the Company, of the bylaws or operating agreement of the Company, as applicable;      (v) a copy, certified by an officer of Seller, of the resolutions of its board of directors authorizing the execution and delivery of this Agreement and consummation of the transactions contemplated by this Agreement, which resolutions shall be in full force and effect and not revoked;      (vi) a duly executed certificate of an officer of Seller pursuant to Section 7.3(c) ;      (vii) a good standing certificate (or its equivalent) for the Company issued by (i) the Secretary of State of the State of Nevada (dated within a recent date prior to the Closing Date), and (ii) of such other applicable jurisdictions where the Company is qualified or licensed to do business or own, lease or operate property making such qualification or licensing necessary (dated as of a date within a recent date prior to the Closing Date);      (viii) a bring down good standing certificate (or its equivalent), dated as of the Closing Date, of the certificates delivered pursuant to Section 3.2(a)(vii) , or a verbal confirmation from the Secretary of State of the applicable jurisdiction on the Closing Date with respect to such good standing;      (ix) the record books of the Company;      (x) duly executed resignations effective as of the Closing Date from such managers, directors and officers of the Company as Seller shall have notified Purchaser in writing not less than one Business Day prior to the Closing Date;

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     (xi) duly executed copies of documentation evidencing the Termination of Affiliate Contracts;      (xii) evidence in form and substance mutually reasonably satisfactory to Seller and Purchaser that the Release of Guaranties occurs at the Closing;      (xiii) an executed counterpart of the Transitional Services Agreement;      (xiv) duly executed copies of the assignment and/or license agreements as required by Section 6.9(d) , including evidence of the filing of all assignments with the United States Patent and Trademark Office, United States Copyright Office and any applicable domain name registries and any other documents executed by Parent or its Affiliates conveying the right to Use the Used Intellectual Property to Purchaser;      (xv) evidence reasonably satisfactory to Purchaser that all Gaming Licenses required to be obtained by Seller or any of its directors, officers, employees, stockholders and Affiliates in connection with the conversion of the Company to an LLC have been obtained and are in full force and effect;      (xvi) if the condition set forth in Section 7.3(f) is satisfied pursuant to the Subdivision Closing Conditions, duly executed and notarized originals of the REA (if the REA has been mutually agreed upon) or, if the REA has not been mutually agreed upon, the REA Term Sheet      (xvii) if the condition set forth in Section 7.3(f) is satisfied pursuant to the Subdivision Closing Conditions, evidence reasonably acceptable to Purchaser that the Subdivision has been completed, the Treasure Island Property has been conveyed to the Company pursuant to the Deed or will be as of the Closing, and that the Owner’s Title Policy (including the Non-Imputation Endorsement, which shall be effective as of the Closing) has been issued concurrently with such recordation;      (xviii) if the closing condition set forth in Section 7.3(f) is satisfied pursuant to the Pre-Subdivision Closing Conditions, duly executed and notarized originals, as applicable, of the Replacement Ground Lease and the Lease Memorandum;      (xix) if the closing condition set forth in Section 7.3(f) is satisfied pursuant to the Pre-Subdivision Closing Conditions, three (3) originals of the Subdivision Guaranty, duly executed by Parent and Seller in favor of Purchaser and the Company;      (xx) if the condition set forth in Section 7.3(f) is satisfied pursuant to the Subdivision Closing Conditions, one (1) duly executed and notarized original of the Deed and such declaration of value as may be required in connection with the Deed pursuant to applicable Law;

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     (xxi) if the condition set forth in Section 7.3(f) is satisfied pursuant to the Subdivision Closing Conditions, a statement issued by the Seller in a form reasonably satisfactory to the Purchaser certifying that Seller is not a foreign person within the meaning of Treasury Regulations issued pursuant to Section 1445 of the Code; and      (xxii) all other previously undelivered documents, agreements, instruments, writings and certificates, and such other documents, agreements, instruments, writings and certificates as Purchaser may reasonably request to effect the transactions contemplated by this Agreement, in form and substance reasonably satisfactory to Purchaser.      (b) In connection with the purchase of the Equity Interests at the Closing, Purchaser shall deliver or cause to be delivered the following to Seller, at the Closing:      (i) the Closing Date Cash Purchase Price in immediately available funds by wire transfer to an account designated by Seller in writing to Purchaser;      (ii) a receipt for delivery of the Equity Interests of the Company, duly executed by a manager of Purchaser;      (iii) the Seller Note and the Collateral Documents, duly executed and, where appropriate, notarized, by Purchaser and/or the Company, if the Closing Date Purchase Price is greater than the Closing Date Cash Purchase Price;      (iv) a copy of the organizational documents of Purchaser, certified as of a recent date prior to the Closing Date by the Secretary of State of the State of Nevada;      (v) copies, certified by a manager of Purchaser, of its operating agreement;      (vi) copies, certified by an officer of Purchaser, of the resolutions of Purchaser’s manager authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, which resolutions shall be in full force and effect and not revoked;      (vii) a duly executed certificate of an officer of Purchaser pursuant to Section 7.2(c) ;      (viii) a good standing certificate (or its equivalent) of Purchaser issued by the Secretary of State of the State of Nevada, dated as of a recent date prior to the Closing Date;      (ix) a bring down good standing certificate (or its equivalent), dated as of the Closing Date, of the certificate delivered pursuant to Section 3.2(b)(viii) , or a verbal confirmation from the Secretary of State of the State of Nevada on the Closing Date with respect to such good standing;

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     (x) a receipt for delivery of the record books of the Company, duly executed by a manager of Purchaser;      (xi) an executed counterpart of the Transitional Services Agreement;      (xii) evidence reasonably satisfactory to Seller that all Gaming Licenses required to be obtained by Purchaser or any of its managers, officers, employees, stockholders and Affiliates in connection with the acquisition of the Equity Interests have been obtained and are in full force and effect; and      (xiii) all other previously undelivered documents, agreements, instruments, writings and certificates, and such other documents, agreements, instruments, writings and certificates as Seller may reasonably request to effect the transactions contemplated by this Agreement, in form and substance reasonably satisfactory to Seller.                Section 3.3 Purchase Price Payment at Closing .      At the Closing, Purchaser shall pay to Seller the Closing Date Cash Purchase Price. The Closing Date Purchase Price is subject to further adjustment post-Closing pursuant to Sections 3.5 and 3.6 ; provided that if no adjustment is made post-Closing to the Closing Date Purchase Price pursuant to Sections 3.5 and 3.6 , the Closing Date Purchase Price shall be the Final Purchase Price for purposes of this Agreement.                Section 3.4 Calculation of Closing Date Purchase Price .      Five (5) days prior to the Closing, Seller shall deliver to Purchaser a statement setting forth an estimate of the Working Capital of the Company as of the Closing (" Estimated Working Capital Statement "). The Estimated Working Capital Statement shall be prepared in good faith by Seller in accordance with GAAP, using the same types of management judgments, estimates, forecasts, policies, opinions and allocations (including reserve calculations) that have historically been used in the preparation of the Company’s financial statements. The amount of Working Capital of the Company set forth in its Estimated Working Capital Statement shall hereinafter be referred to as the " Estimated Working Capital ." The " Closing Date Purchase Price " shall be equal to the sum of Seven Hundred Seventy-Five Million Dollars ($775,000,000) plus the amount of Estimated Working Capital (if greater than zero), or minus the absolute value of the amount of Estimated Working Capital (if less than zero).                Section 3.5 Adjustment Procedures to the Closing Date Purchase Price .      (a) As promptly as practicable, but no later than forty-five (45) days after the Closing, Purchaser shall prepare and deliver to Seller a statement setting forth the Working Capital of the Company as of the Closing (" Working Capital Statement "). The Working Capital Statement shall be prepared in good faith by Purchaser in accordance with GAAP, using the same types of management judgments, estimates, forecasts, policies, opinions and allocations (including reserve calculations) that have historically been used in the preparation of the Company’s financial statements. Following the Closing, Purchaser shall give Seller and any

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independent accountants of Seller, with prior written notice, reasonable access during business hours to the properties, books, records and personnel of the Company relating to periods prior to the Closing for purposes of reviewing the Working Capital Statement. Seller shall have forty-five (45) days following receipt of the Working Capital Statement in which to notify Purchaser in writing of any dispute of any item contained in any Working Capital Statement, which notice shall set forth in reasonable detail the basis for such dispute and the Working Capital figure proposed by Seller (the " Dispute Notice "). If Seller fails to notify Purchaser in writing of any dispute within such forty-five-day period, then the Working Capital Statement shall be deemed to be the " Final Statement ." In the event that Seller shall so notify Purchaser of any dispute on or prior to such forty-fifth day, any amounts contained in the Working Capital Statement that are not disputed by Seller in the Dispute Notice shall be deemed to have been finally determined for purposes of calculating the Actual Working Capital. For a period of fifteen (15) days following the delivery of the Dispute Notice to Purchaser, an officer of each of Purchaser and Seller shall attempt to resolve in good faith the amounts disputed in the Dispute Notice. During such fifteen-day period, Purchaser shall be permitted to review the working papers of Seller and Seller’s independent accountants relating to the Estimated Working Capital Statement and the Dispute Notice, and Seller shall be permitted to review the working papers of Purchaser and Purchaser’s independent accountants relating to the Working Capital Statement. Amounts resolved by such attempts within such fifteen (15) day period shall be deemed to have been finally determined for purposes of calculating the Actual Working Capital.      (b) If Purchaser and Seller are unable to resolve any such dispute prior to the end of such fifteen (15) day period, an accounting firm mutually acceptable to both Purchaser and Seller (the " Independent Accounting Firm ") shall be appointed by Purchaser and Seller to resolve such dispute and such determination shall be final and binding on the parties to this Agreement. If Purchaser and Seller cannot mutually agree on the selection of the Independent Accounting Firm, Purchaser and Seller shall submit to such other Person’s independent accountants the name of a nationally recognized accounting firm which does not at the time and has not in the prior two years provided audit or other attestation services or diligence services in connection with this Agreement to any of the MGM Entities or Purchaser or any of their respective Affiliates, and the Independent Accounting Firm shall be selected by lot from these two firms by the then current independent accountants of Purchaser and Seller. The Independent Accounting Firm may not make any determination with respect to any matter not set forth in the Dispute Notice and the Working Capital based upon the Independent Accounting Firm’s determination shall not be more than the amount of the Working Capital of the Company as of the Closing Date set forth in the Dispute Notice by Seller or less than the amount of the Working Capital of the Company as of the Closing Date set forth by Purchaser in the Working Capital Statement. Each of Purchaser and Seller and their respective independent accountants shall give the Independent Accounting Firm access at all reasonable times to the properties, books, records and personnel of the Company relating to periods prior to the Closing for purposes of reviewing the Estimated Working Capital Statement, the Dispute Notice and the Working Capital Statement and calculating the Actual Working Capital. The Independent Accounting Firm shall be instructed to use every reasonable effort to perform its services within thirty days of submission of the Estimated Working Capital Statement, the Dispute Notice and the Working Capital Statement to it and, in any case, as promptly as practicable after such submission. The Working Capital Statement, as modified by resolution of any disputes by Purchaser and Seller or by the Independent Accounting Firm, shall be deemed to be a " Final Statement ."

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     (c) Purchaser and Seller shall pay all expenses relating to the engagement of the Independent Accounting Firm in proportion to the percentage of the dollar value of the disputed items prevailed upon by each Person. Purchaser and Seller shall each pay all advisors’ fees, charges and expenses incurred by such Person in connection with the dispute.                Section 3.6 Calculation and Payment of Final Purchase Price .      The Closing Date Purchase Price shall be adjusted as follows: (i) if the Actual Working Capital is greater than the Estimated Working Capital, then the Closing Date Purchase Price shall be increased by the amount of such excess; or (ii) if the Actual Working Capital is less than the aggregate Estimated Working Capital, then the Closing Date Purchase Price shall be decreased by the amount of such deficiency (in each such event, the " Final Purchase Price "). To the extent the Actual Working Capital is: (i) greater than the Estimated Working Capital, Purchaser shall, within five days of Purchaser’s receipt of the Final Statement, deliver by wire transfer of immediately available funds to the account specified by Seller in writing for the Closing Date Purchase Price, an amount equal to such excess; or (ii) less than the Estimated Working Capital, Seller shall, within five days of Seller’s receipt of the Final Statement, deliver by wire transfer of immediately available funds to an account by Purchaser in writing (no later than two Business Days prior to the expiration of such five day period), an amount equal to such deficiency, in either case without interest. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER      Seller represents and warrants to Purchaser, except as expressly set forth herein and in the disclosure schedule delivered by Seller to Purchaser before the execution and delivery of this Agreement (the " Seller Disclosure Schedule "), as follows:                Section 4.1 Organization and Qualification.      (a) Seller is duly incorporated, validly existing and in good standing under the laws of the State of Nevada and (i) has all requisite corporate power and authority to carry on its business as now being conducted and as proposed to be conducted prior to Closing, and (ii) is duly qualified or licensed to do business in each jurisdiction in which the ownership or use of its assets or conduct of its business requires it to be so qualified, except where in the case of clause (i) or (ii), such failure would not, individually or in the aggregate, have a Material Adverse Effect.      (b) The Company is duly organized, validly existing and in good standing under the laws of the State of Nevada and (i) has all requisite power and authority to carry on its business as now being conducted and as proposed to be conducted prior to Closing, and (ii) is duly qualified or licensed to do business in each jurisdiction in which the ownership or use of its assets or conduct of its business requires it to be so qualified, except where in the case of clause (i) or (ii), such failure would not, individually or in the aggregate, have a Material Adverse Effect.

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               Section 4.2 Ownership of Equity Interests .      (a) Seller is the record and beneficial owner of all of the Equity Interests of the Company and, except as set forth in Section 4.2(a) of the Seller Disclosure Schedule, the Equity Interests of the Company are free and clear of all Encumbrances and Permitted Exceptions (any Encumbrances listed on Section 4.2(a) of the Seller Disclosure Schedule will be terminated or released in their entirety at or prior to Closing), excepting only restrictions on the subsequent transfer as may be imposed under applicable Laws. Section 4.2(a) of the Seller Disclosure Schedule sets forth all authorized equity of the Company and the amount of equity outstanding.      (b) The Equity Interests have been duly authorized, validly issued and fully paid, are non-assessable and have not been issued in violation of any pre-emptive rights, applicable Laws, the Company’s organizational or governance documents or the terms of any material Contract to which any of the MGM Entities is a party or by which it is bound. There are no obligations, contingent or otherwise, to repurchase, redeem (or establish a sinking fund with respect to redemption) or otherwise acquire all or any portion of the Equity Interests.      (c) There are no bonds, debentures, notes or other Indebtedness of the Company having voting rights (or convertible into securities having voting rights). Except as set forth in Sections 4.2(a) of the Seller Disclosure Schedule, there are no other equity interests or securities of the Company reserved for issuance or any outstanding subscriptions, options, warrants, rights, "phantom" equity rights (or other equity appreciation rights or contractual rights, the value of which is derived from the financial performance of the Company), convertible or exchangeable securities, equity appreciation rights, or other Contracts (other than this Agreement) granting to any Person any interest in or right to acquire at any time, or upon the happening of any stated event, any Equity Interests of the Company (whether issued or un-issued) or other equity interests or securities of the Company, or any interest in, exchangeable for, or convertible into, Equity Interests of the Company or other equity interests or securities of the Company.      (d) The Company does not own directly or indirectly, of record or beneficially, or have the right to acquire under any Contract, any capital stock or equity interests or any securities convertible, exchangeable, redeemable or exercisable into capital stock or equity interests of any other Person (nor is it a general partner or manager of any other Person).                Section 4.3 Authority; No Conflict; Required Filings and Consents .      (a) Seller has all requisite entity power and authority to enter into this Agreement and to consummate the transactions that are contemplated by this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement (and all related documents) by the MGM Entities and the performance by the MGM Entities of the transactions that are contemplated by this Agreement (and all related documents) have been duly authorized by all necessary entity action on the part of the MGM Entities, respectively. Except as already obtained as of the date hereof, no entity act or proceeding on the part of the MGM Entities or their respective stockholders or members will be necessary to authorize, execute, deliver and perform this Agreement (and all related documents) and consummate the transactions contemplated by this Agreement (and all related documents). This Agreement (and all related

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documents) has been duly executed and delivered by each of the MGM Entities and, assuming this Agreement (and all related documents) constitutes the valid and binding obligation of Purchaser (or any other Affiliates of Purchaser party thereto), constitutes the valid and binding obligation of each of the MGM Entities, enforceable against each of the MGM Entities in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding at Law or in equity).      (b) Except as set forth in Section 4.3(b) of the Seller Disclosure Schedule, the execution and delivery of this Agreement (and all related documents) by each of the MGM Entities does not, and the consummation by each of the MGM Entities of the transactions to which it is a party that are contemplated by this Agreement (and all related documents), including the Intercompany Account Settlement, will not, (i) conflict with, or result in any violation or breach of, any provision of the articles of organization, articles or certificate of incorporation or bylaws of the MGM Entities, as the case may be, (ii) conflict with, result in a breach of, constitute a default (or an event which with the giving of notice or lapse of time, or both, would become a default) under, require any notice, consent, approval or waiver under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation or continuance of any Encumbrance or Permitted Exception on the Equity Interests, any of the assets or properties owned, leased or otherwise by the Company pursuant to any Contract, permit or obligation to which any of the MGM Entities is a party or by which any of the Company or any such assets or properties is bound or (iii) conflict with or violate any Law or Governmental Order applicable to any of the Company or the Equity Interests, any of the assets or properties of the Company, except where such conflict or violation would not, individually or in the aggregate, have a Material Adverse Effect.      (c) Except for (i) the filing of notification reports under the HSR Act, (ii) any Governmental Approvals related to, or arising out of, compliance with (x) Gaming Laws and (y) Gaming Licenses of the Seller Disclosure Schedules, (iii) any Governmental Approvals related to, or arising out of, compliance with Liquor Licenses, (iv) any Governmental Approvals as may be required under applicable state securities Laws, and (v) the satisfaction or waiver of the closing conditions in Section 7.1 and Section 7.3 and the closing deliveries in Section 3.2 , no material Governmental Approval, or consent, approval, authorization or action by, notice to, filing with, or waiver from, any other Person is required in connection with the execution, delivery and performance by the MGM Entities of this Agreement and consummation by the MGM Entities of the transactions contemplated by this Agreement.                Section 4.4 Financial Information .            Section 4.4 of the Seller Disclosure Schedule contains (a) an audited (i) Supplemental Consolidating Balance Sheet Information of Parent, including Balance Sheet Information of the Company as of December 31, 2007 (the " Company Balance Sheet "), and (ii) Supplemental Consolidating Income Statement Information and Supplemental Consolidating Cash Flow Information of Parent, setting forth Income Statement Information and Cash Flow Information of the Company for the fiscal year ended December 31, 2007, (collectively, "2007 Audited Financials") audited by Deloitte & Touche LLP, whose report thereon is included

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therein; and (b) an unaudited (i) balance sheet of the Company as of September 30, 2008, and (ii) income statement of the Company for the nine months ended September 30, 2008 (collectively, " Unaudited 2008 Financials "). The balance sheet information, income statement, and cash flow information of the Company in the 2007 Audited Financials is true, complete and accurate in all material respects, has been prepared in accordance with the books of account and other financial records of the Company, and presents fairly the assets, liabilities, financial condition, and results of operations of the Company as of the dates thereof and in accordance with GAAP (except that the Balance Sheet Information, Income Statement Information, and Cash Flow Information of the Company included in the 2007 Audited Financials does not include footnotes). The Unaudited 2008 Financials has been prepared from the books of account and other financial records of the Company and presents fairly the assets, liabilities and results of operations of the Company as of the dates thereof and in accordance with GAAP except that (i) no footnotes are included and (ii) no cash flow statements are included.                Section 4.5 No Undisclosed Liabilities .           Except as set forth in Section 4.5 of the Seller Disclosure Schedule, the Company does not have any material Liability that is not reflected or reserved against on its Company Balance Sheet or otherwise disclosed in the notes thereto, other than Liabilities incurred subsequent to December 31, 2007 in the Ordinary Course of Business.                Section 4.6 Absence of Certain Changes or Events .           Except as disclosed in Section 4.6 of the Seller Disclosure Schedule, since December 31, 2007, and except as contemplated by or as otherwise set forth in this Agreement, the business and operations of the Company has been conducted only in the Ordinary Course of Business and, since such date, there has not been any Material Adverse Effect.                Section 4.7 Taxes .      Except as set forth in Section 4.7 of the Seller Disclosure Schedule, to the knowledge of the MGM Entities:      (a) Each of Parent, Seller and the Company (i) has timely filed (taking into account all valid extensions of time for filing) with the appropriate taxing authorities all income Tax Returns and other material Tax Returns that report the activities of the Company required by Law to be filed by such Person, and (ii) each of Parent, Seller and the Company will timely file any such returns required by Law to be filed (taking into account all valid extensions of time for filing) on or prior to the Closing Date. Such Tax Returns are (and, to the extent they will be filed prior to the Closing Date, will be) complete and accurate in all material respects. The Company (and Parent and Seller, with respect to activities of the Company) does not have pending any request for an extension of time within which to file Tax Returns.      (b) No federal, state, local or foreign audits or other administrative proceedings or court proceedings are presently pending with regard to any Taxes or Tax Returns of the Company or relating to activities of the Company. The Company (or Parent or Seller, with respect to activities of the Company) has not received notice of any such pending audits or proceedings. There are no outstanding waivers extending the statutory period of limitation or

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otherwise extending the time for assessment or claiming a deficiency with respect to any Taxes due from or relating to activities of the Company.      (c) Neither the IRS nor any other taxing authority (whether domestic or foreign) has asserted or threatened to assert, against the Company (or Parent or Seller, with respect to activities of the Company) any material deficiency or material claim for Taxes.      (d) There are no Encumbrances or Permitted Exceptions for Taxes upon any property or assets of the Company, except for Encumbrances for Taxes not yet due and payable and as to which adequate reserves have been established on the financial statements of the Company or Permitted Exceptions with respect to the Real Property.      (e) The Company has not been a member of an affiliated group of corporations within the meaning of Section 1504 of the Code, or a member of a combined, consolidated or unitary group for state, local or foreign Tax purposes, and is not a successor to any such entity, except for any group the common parent of which was Parent. The Company has no liability for the Taxes of any Person as a result of transferee liability or being a member of any such group or otherwise by operation of law. The Company does not have any obligation under any Tax sharing agreement, allocation agreement, indemnification agreement or similar arrangement with any other Person with respect to Taxes of such other Person.      (f) The Company (or Parent or Seller with respect to activities of the Company) has not received a written ruling from any taxing authority.      (g) No jurisdiction where the Company does not file a Tax Return has made a claim that the Company (or Parent or Seller with respect to activities of the Company) is required to file a Tax Return in such jurisdiction.      (h) No audit or other proceeding by any Governmental Authority is pending or threatened with respect to any Taxes due from or with respect to the Company or any Tax Returns filed by or with respect to the Company. All material Taxes that the Company is, or was, required by legal requirements to withhold or collect have been duly withheld or collected, and to the extent required, have been paid to the proper Governmental Authority.                Section 4.8 Real Property .      (a)  Section 4.8(a) of the Seller Disclosure Schedule identifies a complete, accurate and current list, including the address or other description, and the identity of the holder of title, for all real property in which the Company currently holds a direct or indirect ownership interest, of which there is currently none as of the date hereof, and all real property in which the Company may own a direct or indirect ownership interest as of immediately prior to the Closing, pursuant to the provisions of Section 6.23 of this Agreement (collectively, including all land, and all interests in buildings, structures, improvements and fixtures located thereon and all easements and other rights and interests appurtenant thereto, including without limitation the Water Rights, the " Owned Real Property "). Except as set forth on Section 4.8(a) of the Seller Disclosure Schedule, with respect to each parcel of the Owned Real Property: (i) the Company has or will have at Closing good and marketable indefeasible fee simple title to the Owned Real Property except for the Permitted Exceptions; (ii) except for the Permitted Exceptions, the Company has

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neither leased nor otherwise granted to any Person the right to use or occupy the Owned Real Property or any portion thereof except for licensing of hotel rooms in the Ordinary Course of Business; (iii) there are no outstanding options, rights of first offer, rights of reverter, or rights of first refusal to purchase the Owned Real Property or any portion thereof or interest therein, and (iv) the Company is not a party to any Contract for the purchase or sale of any interest in the Owned Real Property. The Company is or will be at Closing in lawful possession of the Owned Real Property, subject only to Permitted Exceptions and those matters described in Section 4.8(a) of the Seller Disclosure Schedule, and the Company is not a party to any Contract to purchase any real property or interest therein.      (b)  Section 4.8(b) of the Seller Disclosure Schedule sets forth a complete, accurate and current schedule of all real property leased or operated by the Company, including the date of each Lease, the expiration date of such Lease, the term of such Lease, the parties to such Lease, all renewal rights and options to purchase and a description of the demised premises thereunder (including all leasehold, subleasehold, ground leasehold, or other rights to use or occupy any land, buildings, structures, improvements, fixtures, or other interest in real property used in connection with the Company and the operation of its business) (collectively, the " Leased Real Property " and together with the Owned Real Property, the " Real Property "). True and correct and complete copies of each Lease has been made available by Seller to Purchaser, and there are no other material Contracts between or among the Company and its Affiliates, with respect to the Leased Real Property or otherwise relating to the use and occupancy of the Real Property other than the Permitted Exceptions. With respect to each Lease, except as expressly set forth in Section 4.8(b) of the Seller Disclosure Schedule: (i) the Company is not in default thereunder, and to the knowledge of the MGM Entities, each party (other than the Company) named therein is not in default thereunder; (ii) no defaults (whether or not subsequently cured) are currently alleged thereunder, by or against any party, and to the knowledge of the MGM Entities, no event has occurred or failed to occur or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (iii) such Lease is a valid and binding obligation upon the Company, and is a valid and binding obligation of each other party thereto, and is in full force and effect and enforceable by the Company in accordance with its terms, except as such enforceability may be limited by (x) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar Laws now or hereafter in effect relating to creditors’ rights generally, and (y) general principles of equity (regardless of whether enforcement is considered in a proceeding at Law or in equity); (iv) the Company owes no brokerage commissions or finders fees with respect to any Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease that has not been redeposited in full, except where the failure to redeposit such security deposit would not have a Material Adverse Effect; (vi) the interest of tenant thereunder has not been subleased, licensed, or assigned, and no Person has otherwise been granted the right to use or occupy the Leased Real Property or any portion thereof; and (vii) other than the Permitted Exceptions, the interest of the Company thereunder has not been collaterally assigned nor has any other security interest in such Lease or any interest therein been granted and (viii) there are no Encumbrances, Contracts, defects, claims or exceptions on or affecting the estate or interest created thereby or pursuant thereto. The Company is in lawful possession of the Leased Real Property, subject only to Permitted Exceptions and those matters

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described in the Seller Disclosure Schedule, and the Company is not a party to any Contract to purchase any real property or interest therein.      (c) A complete, accurate and current rent roll for the Tenant Leases (the " Rent Roll ") is set forth in Section 4.8(c) of the Seller Disclosure Schedule. There are no Tenant Leases with respect to the Real Property other than the Tenant Leases which are set forth on the Rent Roll. Except as set forth in the Rent Roll, as of the date of this Agreement: (i) each Tenant Lease is in full force and effect; (ii) the tenants under the Tenant Leases have accepted possession of, and are in occupancy of, all of their respective demised premises and have commenced the payment of rent under the Tenant Leases to the extent set forth on the Rent Roll, and to the knowledge of the MGM Entities there are no offsets, claims or defenses to the enforcement thereof presently outstanding; (iii) all rents due and payable under the Tenant Leases have been paid and no portion of any rent has been paid for any period more than thirty (30) days in advance; and (iv) the rent payable under each Tenant Lease is the amount of rent set forth in the Rent Roll, and to the knowledge of the MGM Entities there is no claim or basis for a claim by the tenant thereunder for an adjustment to such rent; (v) no tenant or other party in possession of any of the Real Property subject to the Tenant Leases has any right to purchase, or holds any right of first refusal to purchase, such properties; (vi) no Tenant Lease letter of credit has been delivered as a security deposit, or in lieu of cash security deposit, under any Tenant Lease; (vii) there is no tenant improvement work remaining to be done under any Tenant Lease and (viii) there are no remaining rent concessions, tenant allowances or abatements with respect to any Tenant Lease. All security deposits under the Tenant Leases are as set forth on the Rent Roll and the Company is in material compliance with all Laws with respect to all security deposits. The Rent Roll sets forth the scheduled expiration date of each Tenant Lease and any arrearages in the payment of rent thereunder as of the date of the Rent Roll. Each Tenant Lease is enforceable in accordance with its terms, except as such enforceability may be limited by (x) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws now or hereafter in effect relating to creditors’ rights generally and (y) general principles of equity (regardless of whether enforcement is considered in a proceeding at Law or in equity). The MGM Entities have made available to Purchaser complete, accurate and current copies of each Tenant Lease. The Company does not and will not owe any brokerage commissions in respect of the Tenant Leases.      (d) All buildings, structures, fixtures, fences, walls, paving, parking areas, driveways, walkways, plazas, landscaping, permanently affixed utility systems and other improvements existing, located on or attached to the Real Property (collectively, the " Real Property Improvements "), and all buildings, structures, fixtures, fences, fountains, walls, paving, parking areas, driveways, walkways, plazas, landscaping, permanently affixed utility systems and other improvements existing, located on or attached to the Joint Valet Parcel or the Joint Employee Garage Parcel (collectively, the " Joint Improvements " and together with the Real Property Improvements, the " Improvements "), are in good condition and repair in all material respects, subject to reasonable wear and tear, and there are no facts or conditions affecting any of the Improvements that would materially and adversely interfere with the use or occupancy of the Improvements or any portion thereof in the operation of the business presently conducted thereon. To the knowledge of the MGM Entities, there are no hidden or latent defects that would not be found or disclosed on inspection of the Real Property and the Improvements.

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     (e) Neither Seller nor the Company has received notice of, nor do the MGM Entities have any knowledge of, any currently proposed or pending assessment on the Real Property or the Joint Valet Parcel or the Joint Employee Garage Parcel for public improvements or otherwise.      (f) The present use of the Improvements is, and the Improvements themselves are, in all material respects, in substantial conformity with or excused from conformity with, all applicable zoning Laws, and neither the Company nor Seller has received written notice of, nor do the MGM Entities have knowledge of, a violation thereof.      (g) Except as set forth in Section 4.8(g) of the Seller Disclosure Schedule, the Company has not received written notice of any action, proceeding or litigation pending, overtly contemplated or threatened: (i) to take all or any material portion of the Real Property, the Joint Valet Parcel or the Joint Employee Garage Parcel, or any interest therein, by eminent domain; (ii) to modify the zoning of, or other governmental rules or restrictions applicable to, the Real Property or the Joint Valet Parcel or the Joint Employee Garage Parcel or the use or development thereof; (iii) for any street widening or changes in highway or traffic lanes or patterns in the immediate vicinity of the Real Property or the Joint Valet Parcel or the Joint Employee Garage Parcel, except with respect to disclosures routinely given by Clark County pursuant to Section 30.52.030(a) of the Clark County Code and the Transportation Element of the Clark County Comprehensive Plan, respecting Clark County’s general authority to seek street widening or changes in highway or traffic lanes or patterns; or (iv) otherwise relating to the Real Property or the Joint Valet Parcel or the Joint Employee Garage Parcel, or the interests of the Company therein as to matters that would not have a Material Adverse Effect.      (h) Except as disclosed in Section 4.8(h) of the Seller Disclosure Schedule, or as otherwise contemplated by this Agreement, there are no Contracts or other obligations outstanding for the sale, exchange, Encumbrance or transfer of the Real Property or the Joint Valet Parcel or the Joint Employee Garage Parcel, or any portion thereof.      (i) To the extent in the Company’s or Seller’s possession, custody or control, the Company and Seller have made available to Purchaser complete, accurate and current copies of all deeds, mortgages, surveys, licenses, title insurance policies, certificates of occupancy, or equivalent documentation with respect to the Real Property and other documents relating to or affecting the title to the Owned Real Property or leasehold interests in the Leased Real Property in the Company or Seller’s possession.      (j) Except as disclosed in Section 4.8(j) of the Seller Disclosure Schedule, the parcels constituting the Owned Real Property are assessed separately from all other adjacent property not constituting Owned Real Property for purposes of real property Taxes and the Leased Real Property and each of the parcels of the Owned Real Property complies with all applicable subdivision, land parcelization and local governmental taxation or separate assessment requirements, without reliance on property not constituting Real Property.      (k) Except as contemplated by this Agreement, there are no Contracts or other obligations outstanding for the sale, exchange, Encumbrance or transfer of any of the Real Property or the Joint Valet Parcel or the Joint Employee Garage Parcel, or any portion thereof.

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Except as disclosed in Section 4.8(k) of the Seller Disclosure Schedule, all requisite certificates of occupancy required with respect to the Improvements have been obtained and are currently in full force and effect.      (l) There is direct access to and from each of the Real Property, Joint Valet Parcel, and Joint Employee Garage Parcel and to publicly dedicated streets and, to the knowledge of the MGM Entities, no fact or condition exists that would result in the termination of access to and from such properties.      (m) None of the MGM Entities have knowledge of any soil compaction or subsurface conditions that would interfere with the ability any of the Real Property, Joint Valet Parcel and Joint Employee Garage Parcel to support the Improvements.      (n) None of the Real Property, Joint Valet Parcel, or Joint Employee Garage Parcel is in a designated wetland, flood plain or flood insurance area, including, without limitation, any area determined by the Department of Housing and Urban Development to be in a flood zone under the Federal Flood Protection Act of 1973.      (o) All utilities, including, without limitation, water, waste removal systems, electricity, gas and telephone, are available to each of the Real Property, Joint Valet Parcel, Joint Employee Garage Parcel and Improvements in sufficient quantity to adequately service such properties and Improvements for the uses intended by Purchaser.      (p) All labor and materials used in the construction or preparation of the Real Property, Joint Valet Parcel, Joint Employee Garage Parcel and Improvements have been paid for and there are no disputes with regard thereto.      (q) The Real Property is zoned H-1 under Section 30.40.320 of the Clark County Code, and there are no conditions or stipulations applicable to the Real Property beyond the face of such zoning ordinance, including, without limitation, that are part of any site plan approval, except to the extent set forth in the Land Use Permits (defined below).      (r)  Section 4.8(r) of the Seller Disclosure Schedule shall, on or prior to the date that is thirty (30) days from the date of this Agreement (as such Section 4.8(r) is updated by Seller and the Company prior to such date), set forth a complete list, with respect to the Real Property and Improvements, of all current valid use permits (including conditional use permits), zoning variances, and other governmental permits, consents, approvals and authorizations necessary for the current use of the Real Property and the Improvements, and, to the extent used by the Company, the Existing Parcel and the Joint Employee Garage Parcel, to be used in compliance with applicable Laws, irrespective of whether such permits, variances and other matters are currently held in the name of Company or some other Person, or whether used by Company jointly with any other Person (collectively the " Land Use Permits "). To the knowledge of the MGM Entities, except as set forth in Section 4.8(s) of the Seller Disclosure Schedule, the Company uses the Real Property and the Improvements, and Seller and the Company use the Existing Parcel and the Joint Employee Garage Parcel and all improvements thereon, in all material respects in conformity with such Land Use Permits, and may continue to do so after the

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Closing. No proceeding is pending or, to the knowledge of the MGM Entities, threatened regarding the revocation or limitation of any such Land Use Permits.      (s)  Section 4.8(s) of the Seller Disclosure Schedule sets forth a complete list of all current valid water rights, certificates or permits (including any temporary or conditional rights, certificates or permits) (collectively, the " Existing Parcel Water Rights ") that are or have been used in connection with the operation or use of the Real Property, Joint Valet Parcel, Joint Employee Garage Parcel or Improvements. To the knowledge of the MGM Entities, except as set forth on Section 4.8(s) of the Seller Disclosure Schedule, the Company uses the Real Property and the Improvements in all material respects in conformity with the Existing Parcel Water Rights. No proceeding is pending or, to the knowledge of Seller, threatened regarding the revocation or limitation of any Existing Parcel Water Rights. Parent or its Affiliate currently operates a water system on the Existing Parcel consisting of four wells and a reverse osmosis machine (the " Water System "). Water is taken from these wells, treated at the reverse osmosis machine, and used on the Existing Parcel both for the benefit of the Treasure Island Hotel and Casino and the Mirage Hotel and Casino. The Parties wish to, upon Closing, cause the transfer to the Company the operation and maintenance of the Water System and those permits listed under "Water Rights" on Section 4.8(s) of the Seller Disclosure Schedule (the " Water Rights "). The Parties agree that upon execution of the Agreement they will use good faith efforts to transfer the entire Water System and Water Rights to the Company upon Closing. Necessary actions to complete such a transfer may include, but may not be limited to, identifying all of the elements of the Water System, granting easements to the Company, ensuring the proper permitting of the Water System, and reaching an agreement between Parent or an Affiliate, on the one hand, and the Company, on the other, for interim services, the division of water, and/or the operation of the Water System by Parent or an Affiliate for a limited period of time.                Section 4.9 Tangible Personal Property .       Section 4.9 of the Seller Disclosure Schedule sets forth each item of Tangible Personal Property (other than inventory, supplies and immaterial personal property) owned by the Company. Section 4.9 of the Seller Disclosure Schedule sets forth each item of Tangible Personal Property leased by the Company, which lease is not terminable by the Company upon 60 days or less notice without penalty (other than pursuant to individual leases having an annual rental of less than One Hundred Thousand Dollars ($100,000)) (the " Tangible Personal Property Leases "). Section 4.9 of the Seller Disclosure Schedule lists each live gaming device (including gaming tables), electronic gaming devices (including all slot machines), mobile gaming devices, and other regulated gaming equipment owned, leased or otherwise used by the Company, all of which constitute Tangible Personal Property. Except as set forth in Section 4.9 of the Seller Disclosure Schedule, the Tangible Personal Property owned by the Company is free and clear of all Encumbrances and Permitted Exceptions. Except as set forth in Section 4.9 of the Seller Disclosure Schedule, the Tangible Personal Property owned, leased or otherwise used by the Company is located at the Real Property. To the knowledge of the MGM Entities, the Tangible Personal Property owned, leased or otherwise used by the Company is in working order, subject to ordinary wear and tear, or, if not, such failure would not, individually or in the aggregate, have a Material Adverse Effect. With respect to each Tangible Personal Property Lease, there has been no breach or default or claim of default by the Company under any such Tangible Personal Property Lease to which it is a party, or to the knowledge of the Seller or the Company, any

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other party thereto, under any provision thereof and no event has occurred with or without notice, the passage of time, or both, which would constitute a default by it, or to its knowledge by any other party thereto, under any provision thereof or that would permit modification, acceleration or termination of any Tangible Personal Property Lease by any other party thereto or by it, except where such failure to perform, breach, default, claim of default, acceleration, or termination would not, individually or in the aggregate, have a Material Adverse Effect.                Section 4.10 Intellectual Property .      (a)  Section 4.10(a) of the Seller Disclosure Schedule sets forth a complete list of Owned Intellectual Property that is material to the business of the Company, including whether such Intellectual Property is owned exclusively by the Company (and if not, identifying the other Persons with an ownership interest therein) and whether such Owned Intellectual Property is registered or an application for registration with respect thereto has been filed.      (b)  Section 4.10(b) of the Seller Disclosure Schedule sets forth a complete list of all IP Agreements and IP Enforcement Documents that are material to the business of the Company.      (c)  Section 4.10(c) of the Seller Disclosure Schedule sets forth a complete list of Assigned Intellectual Property that is material to the business of the Company.      (d) Except as set forth on Section 4.10(d) of the Seller Disclosure Schedule, there is no pending or, to the knowledge of the MGM Entities, threatened IP Claim against the Company involving Owned Intellectual Property or Used Intellectual Property, and, to the knowledge of the MGM Entities, there is no reasonable basis for an IP Claim regarding any of the foregoing.      (e) Except as set forth on Section 4.10(e) of the Seller Disclosure Schedule, none of Parent or its Affiliates has brought or threatened an IP Claim against any Person involving Owned Intellectual Property or Used Intellectual Property, and, to the knowledge of the MGM Entities, there is no reasonable basis for a material IP Claim regarding any of the foregoing.      (f) To the knowledge of the MGM Entities, there exists no event or condition (including the consummation of the transactions contemplated by this Agreement) that will result in a violation or breach of, or constitute (with the giving of notice or lapse of time, or both, would become) a default under any material IP Agreement or material IP Enforcement Documents by the Company or any other party thereto.      (g) Except as set forth on Section 4.10(g) of the Disclosure Schedule, at Closing, (i) the Company will own all Owned Intellectual Property, free and clear of all Encumbrances and Permitted Exceptions, and have the valid and enforceable right to Use all Used Intellectual Property and (ii) all Owned Intellectual Property will list the Company as the sole current owner of record for each continuing application and registration listed in Section 4.10(a) of the Disclosure Schedule with the appropriate United States, state or foreign Governmental Entity.      (h) Except as set forth on Section 4.10(h) of the Disclosure Schedule, and except for Trademarks for which registration efforts will not be pursued or will not be renewed due to discontinued use and Domain Names that will not be maintained or have been discontinued and allowed to reenter the Domain Name market as set forth on Section 3.10(a) of the Disclosure

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Schedule, each of the Owned Intellectual Property and the Used Intellectual Property has been duly maintained, is subsisting, in full force and effect, has not been cancelled, expired or abandoned, and is valid and enforceable.      (i) The Company takes reasonable measures to protect the confidentiality of its Trade Secrets. Except as set forth in Section 4.10(j) of the Disclosure Schedule, to the knowledge of the MGM Entities, no Trade Secret of the Company has been disclosed or authorized to be disclosed to any third Person other than pursuant to a written non-disclosure agreement that adequately protects its proprietary interests in and to such Trade Secrets, except where such disclosure would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.      (j) Neither this Agreement nor the transactions contemplated by this Agreement will result in (i) any Person being granted rights or access to, or the placement in or release from escrow of, any Owned Intellectual Property, (ii) the granting to any Person of rights to Owned Intellectual Property greater than the rights granted prior to the date of this Agreement, (iii) the Company being bound by, or subject to, any non-compete or other restriction on the operation or scope of its business greater than the restrictions to which the Company is bound or subject to prior to the date of this Agreement or (iv) the Company being obligated to pay any royalties or other amounts to any Person in excess of the amounts payable by the Company prior to the date of this Agreement, except in each case where such result would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.      (k) Except as set forth on Schedule 4.10(k) of the Disclosure Schedule, none of Parent or its Affiliates or any current or former stockholder, partner, member, director, officer or emplo