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MGM Grand, Inc. Continuing Guaranty

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EXHIBIT 10(23)


This Continuing Guaranty ("Guaranty") is made as of September 1, 1995 by the undersigned ("Guarantor"), to and for the benefit of Bank of America Australia Limited (ACN 004 617 341), as agent ("Agent"), and the Banks (as hereinafter defined) party to that certain Credit Agreement dated as of September 1, 1995 among MGM Grand Australia Pty Limited (ACN 069 214 473), a Northern Territory incorporated company ("Borrower"), the Guarantors named in that agreement, the Agent and the Participants party thereto (collectively, together with any successor or assign, the "Banks") (as amended, modified or waived from time to time, the "Credit Agreement"). All terms used herein and not otherwise defined in this Guaranty are used as defined in the Credit Agreement.


A. Financial accommodations extended by the Banks and the Agent (each, a "Guaranteed Party" and collectively, the "Guaranteed Parties") to Borrower will benefit Guarantor directly and indirectly.

B. The Guaranteed Parties are willing to extend such financial accommodations to Borrower on the condition that such accommodations be guaranteed by Guarantor.

NOW, THEREFORE, based upon the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby agreed and acknowledged, Guarantor hereby agrees as follows:

1. Guarantor hereby irrevocably and unconditionally guaranties and promises to pay and perform on demand all Indebtedness (as hereafter defined) including, without limitation, all amendments, modifications, supplements, - --------- renewals or extensions of any of them, whether such amendments modifications, supplements, renewals or extensions are evidenced by new or additional instruments, documents or agreements or change the rate of interest on any Guarantied Obligation (as hereinafter defined) or the security therefor, or otherwise. If any or all Indebtedness of Borrower to any Guaranteed Party becomes due and payable, Guarantor unconditionally promises to pay such Indebtedness to such Guaranteed Party, or order, on demand.


2. "Indebtedness" as used herein shall mean all principal, interest, fees, charges, penalties, expenses, payments, and all other amounts due from Borrower to the Guaranteed Parties or any of them from time to time under the Credit Agreement, any other Transaction Document, whether now existing or hereafter arising, whether by reason of amendment or otherwise, whether due or to become due, absolute or contingent, liquidated or unliquidated, or whether Borrower may be liable individually or jointly with others, whether recovery upon such indebtedness may be or hereafter becomes barred by any statute of limitations, or whether such indebtedness may be or hereafter become unenforceable, including interest that accrues after the commencement of any bankruptcy or insolvency proceeding against Borrower or any other Person.

3. The liability of Guarantor under this Guaranty shall be absolute and unconditional, and shall not be affected or released in any way, irrespective of:

(a) any lack of legality, validity, enforceability or binding effect of the Credit Agreement, any other Transaction Document or other agreement or instrument relating thereto;

(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Indebtedness or of any of the Transaction Documents, or any other amendment or waiver of or any consent to any departure from the Credit Agreement or any other Transaction Document including, without limitation, any increase in the Indebtedness or other obligations under the Transaction Documents resulting from the extension of additional credit to Borrower or otherwise;

(c) any enforcement of any Transaction Document, including the taking, holding or sale of any Mortgaged Property or any termination or release of any Mortgaged Property from the Security Interest created by any Transaction Document, or the non-perfection of any Security Interest created by any Transaction Document;

(d) any release or termination of any other guaranty or suretyship arrangement; or

(e) any change, restructuring or termination of the corporate or other structure or existence of Borrower.

This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Indebtedness is rescinded or must otherwise be returned by any Guaranteed Party or any other Person upon the insolvency, bankruptcy or reorganization of Borrower, Guarantor or otherwise, all as though such payment had not been made.


4. This is a continuing Guaranty relating to any Indebtedness, including Indebtedness arising under successive transactions which shall either continue the Indebtedness or from time to time renew any portion of it after satisfaction. Any payment by Guarantor shall not reduce its obligations hereunder, unless written notice to that effect be actually received by the Agent at or prior to the time of such payment.

5. The obligations hereunder are independent of the obligations of Borrower, and a separate action or actions may be brought and prosecuted against Guarantor whether action is brought against Borrower or any other guarantor, surety or other obligor, or whether Borrower or any other guarantor, surety or other obligor be joined in any such action or actions; and Guarantor waives the benefit of any statute of limitations affecting its liability hereunder.

6. Guarantor authorizes each of the Guaranteed Parties, without notice or demand and without affecting its liability hereunder, from time to time, either before or after revocation hereof, to (a) renew, compromise, extend, accelerate or otherwise change the time for payment of, or otherwise change the terms of the Indebtedness or any part thereof, including increase or decrease of the principal amount of such Indebtedness or the rate of interest thereon; (b) take and hold security for the payment of this Guaranty or the Indebtedness guaranteed, and exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any such security; (c) apply such security and direct the order or manner of sale thereof; and (d) release or substitute any one or more of the endorsers, guarantors, sureties or other obligors.

7. Guarantor hereby waives, to the extent permitted by applicable law: (a) any requirement that the Agent, any Guaranteed Party or any other Person protect, secure or insure any Security Interest or any collateral or other property subject thereto or exhaust any right or take any action against Borrower or any other Person or any Security Interest included in the Transaction Documents or the Mortgaged Property; (b) any defense arising by reason of any claim or defense based upon an election of remedies by the Agent or any other Guaranteed Party which in any manner impairs, reduces, releases or otherwise adversely affects its subrogation, contribution or reimbursement rights or other rights to proceed against Borrower or any other Person or any Security Interest included in the Transaction Documents or the Mortgaged Property; (c) any duty on the part of the Agent or any other Guaranteed Party to disclose to Guarantor any matter, fact or thing relating to the business, operation or condition of Borrower or any other party to any of the Transaction Documents and its assets now known or hereafter known by the Agent or any other Guaranteed Party; (d) all promptness, diligence, notice of acceptance and any other notice with respect to any of the


Indebtedness or any other obligations under the Transaction Documents or this Guaranty, presentments, demands for performance, notices of nonperformance, protests, notices of protests, notices of dishonor, and notices of acceptance of this Guaranty and of the existence, creation, or incurrence of new or additional Indebtedness; and (f) any right to require the Agent or any Bank to marshall assets in favor of Borrower, Guarantor or any other Person; (g) pursuant to Section 40.495 of the Nevada Revised Statutes ("NRS"), Guarantor hereby waives and relinquishes all rights and remedies to which Guarantor might otherwise be entitled pursuant to NRS 40.430 or other applicable law; and (h) Guarantor specifically waives its rights under NRS 104.3605, and agrees that the foregoing shall constitute a waiver of discharge under NRS 104.3605(9).

8. Except as may otherwise be required by NRS Sections 40.475 and 40.485 concerning full and partial satisfaction of indebtedness, which may only be waived after default pursuant to NRS Section 40.495(1), Guarantor hereby irrevocably waives any claim or other rights which it now has or may hereafter acquire against Borrower, whether due or to become due, voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, for reimbursement, exoneration, contribution, indemnification, or any right to participate in any claim or remedy of any Guaranteed Party against Borrower or any Security Interest which any Guaranteed Party now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including without limitation, the right to tak
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