Common use of Security for Guarantee Clause in Contracts

Security for Guarantee. 4.1 This Guarantee is secured by the Circus Deeds of Trust pertaining to the real and personal property described therein (the “Collateral”). In the event that the Enforcement Collateral Agent exercises its rights with respect to the Collateral as provided herein and in the Circus Deeds of Trust, the parties agree, without in any manner limiting the scope of this Completion Guaranty or the rights in the Collateral, that the proceeds of the Collateral shall be deemed to be applied first to satisfy Completion Guarantor’s obligations under this Guarantee with respect to the first $300,000,000 of Completion Costs required to be paid under the provisions of this Guarantee and then, to satisfy the remaining Completion Costs. Without limiting the generality of the other provisions of this Guarantee, in the event of the occurrence of any event of default under the Circus Deeds of Trust that, in the reasonable judgment of the Enforcement Collateral Agent, impairs the value of the Collateral in an amount not less than $25,000,000, the Beneficiaries shall be deemed to have an accelerated obligation under this Guarantee in the amount of the Enforcement Collateral Agent’s estimate of Completion Guarantor’s liability under this Guarantee (which in no circumstances shall be less than (a) $300,000,000 prior to the final resolution, whether via adjudication pursuant to a final and nonappealable order or judgment of a court of competent jurisdiction, payment, or settlement, of all claims at issue in the Perini Lawsuit (“Perini Lawsuit Resolution”) and (b) $50,000,000 subsequent to the Perini Lawsuit Resolution), and the Enforcement Collateral Agent shall be entitled, but not obligated, and may act (or refrain from acting) as it determines in its sole and absolute discretion, to pursue a foreclosure of the Circus Deeds of Trust (and/or any of them or any combination of them) if the Release of the Circus Deeds of Trust has not occurred and/or to pursue any other rights, powers, and/or remedies under the Circus Deeds of Trust (if the Release of the Circus Deeds of Trust has not occurred), this Guarantee, and/or applicable law.

Security for Guarantee. 4.1 This Guarantee is secured by the Circus Deeds of Trust pertaining to the real and personal property described therein (the “Collateral”). In the event that the Enforcement Collateral Agent exercises its rights with respect to the Collateral as provided herein and in the Circus Deeds of Trust, the parties agree, without in any manner limiting the scope of this Completion Guaranty or the rights in the Collateral, that the proceeds of the Collateral shall be deemed to be applied first to satisfy Completion Guarantor’s obligations under this Guarantee with respect to the first $300,000,000 of Completion Costs required to be paid under the provisions of this Guarantee and then, to satisfy the remaining Completion Costs. Without limiting the generality of the other provisions of this Guarantee, in the event of the occurrence of any event of default under the Circus Deeds of Trust that, in the reasonable judgment of the Enforcement Collateral Agent, impairs the value of the Collateral in an amount not less than $25,000,000, the Beneficiaries shall be deemed to have an accelerated obligation under this Guarantee in the amount of the Enforcement Collateral Agent’s estimate of Completion Guarantor’s liability under this Guarantee (which in no circumstances shall be less than (a) $300,000,000 prior to the final resolution, whether via adjudication pursuant to a final and nonappealable order or judgment of a court of competent jurisdiction, payment, or settlement, of all claims at issue in the Perini Lawsuit (“Perini Lawsuit Resolution”) and (b) $50,000,000 subsequent to the Perini Lawsuit Resolution), and the Enforcement Collateral Agent shall be entitled, but not obligated, and may act (or refrain from acting) as it determines in its sole and absolute discretion, to pursue a foreclosure of the Circus Deeds of Trust (and/or any of them or any combination of them) if the Release of the Circus Deeds of Trust has not occurred and/or to pursue any other rights, powers, and/or remedies under the Circus Deeds of Trust (if the Release of the Circus Deeds of Trust has not occurred), this Guarantee, and/or applicable law.

Security for Guarantee. 4.1 This Guarantee is secured by Each of the Circus Deeds of Trust pertaining Guarantors authorizes the Administrative Agent, in accordance with the terms and subject to the real conditions set forth in the Collateral Documents, (a) to take and personal property described therein hold security for the payment of this Agreement and the Guaranteed Obligations and to exchange, enforce, waive and release any such security, (b) to apply such security and direct the “Collateral”)order or manner of sale thereof as the Administrative Agent in its sole discretion may determine and (c) to release or substitute any one or more endorsees, other guarantors or other obligors. The Administrative Agent may, at its election, in accordance with the terms and subject to the conditions set forth in the Collateral Documents, foreclose on any security held by it by one or more judicial or nonjudicial sales, or exercise any other right or remedy available to it against any Credit Party, or any security, without affecting or impairing in any way the liability of any of the Guarantors hereunder, except to the extent the Guaranteed Obligations have been indefeasibly paid in full in cash. Agreement to Pay; Subordination. In furtherance of the event foregoing and not in limitation of any other right that the Enforcement Collateral Administrative Agent exercises its rights with respect or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of any Other Credit Party or the Sponsor to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Collateral Administrative Agent or such other Secured Party as provided herein and designated thereby in the Circus Deeds of Trust, the parties agree, without in any manner limiting the scope of this Completion Guaranty or the rights in the Collateral, that the proceeds of the Collateral shall be deemed to be applied first to satisfy Completion Guarantor’s obligations under this Guarantee with respect to the first $300,000,000 of Completion Costs required to be paid under the provisions of this Guarantee and then, to satisfy the remaining Completion Costs. Without limiting the generality of the other provisions of this Guarantee, in the event of the occurrence of any event of default under the Circus Deeds of Trust that, in the reasonable judgment of the Enforcement Collateral Agent, impairs the value of the Collateral in an amount not less than $25,000,000, the Beneficiaries shall be deemed to have an accelerated obligation under this Guarantee in cash the amount of such unpaid Guaranteed Obligations. Upon payment by any Guarantor of any sums to the Enforcement Collateral Agent’s estimate Administrative Agent or any Secured Party as provided above, all rights of Completion Guarantor’s liability under this Guarantee (which such Guarantor against any Other Credit Party or the Sponsor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in no circumstances all respects be subordinate and junior in right of payment to the prior indefeasible payment in full of cash of all the Guaranteed Obligations. If any amount shall erroneously be paid to any Guarantor on account of such subrogation, contribution, reimbursement, indemnity or similar right, such amount shall be less than (a) $300,000,000 prior held in trust for the benefit of the Secured Parties and shall forthwith be turned over to the final resolutionAdministrative Agent in the exact form received by such Guarantor (duly endorsed by such Guarantor to the Administrative Agent, if required) to be credited against the payment of the Guaranteed Obligations, whether via adjudication pursuant to a final and nonappealable order matured or judgment of a court of competent jurisdictionunmatured, payment, or settlement, of all claims at issue in accordance with the Perini Lawsuit (“Perini Lawsuit Resolution”) and (b) $50,000,000 subsequent to the Perini Lawsuit Resolution), and the Enforcement Collateral Agent shall be entitled, but not obligated, and may act (or refrain from acting) as it determines in its sole and absolute discretion, to pursue a foreclosure terms of the Circus Deeds of Trust (and/or any of them or any combination of them) if the Release of the Circus Deeds of Trust has not occurred and/or to pursue any other rights, powers, and/or remedies under the Circus Deeds of Trust (if the Release of the Circus Deeds of Trust has not occurred), this Guarantee, and/or applicable lawCredit Documents.

Security for Guarantee. 4.1 This Guarantee is secured by the Circus Deeds a Deed of Trust in the form of Exhibit B attached hereto and incorporated herein by this reference (the “Circus Deed of Trust”), dated as of the date of this Guarantee pertaining to the real and personal property described therein located at the address(es) listed on Exhibit C attached hereto and incorporated herein by this reference (the “Collateral”). In the event that the Enforcement Collateral Agent exercises its rights with respect to the Collateral as provided herein and in the Circus Deeds Deed of Trust, the parties agree, without in any manner limiting the scope of this Completion Guaranty or the rights in the Collateral, that the proceeds of the Collateral shall be deemed to be applied first to satisfy Completion Guarantor’s obligations under this Completion Guarantee with respect to the first $300,000,000 of Completion Costs required to be paid under the provisions of this Completion Guarantee and then, to satisfy the remaining Completion CostsCosts (including any Cost Overruns). For avoidance of doubt, none of such Collateral proceeds may be used to satisfy any obligations of Dubai World under the Dubai World Sponsor Contribution Agreement. Without limiting the generality of the other provisions of this Completion Guarantee, in the event of the occurrence of any event of default under the Circus Deeds Deed of Trust that, in the reasonable judgment of the Enforcement Collateral Agent, impairs the value of the Collateral in an amount not less than $25,000,000, the Beneficiaries shall be deemed to have an accelerated obligation under this Completion Guarantee in the amount of the Enforcement Collateral Agent’s estimate of Completion Guarantor’s estimated liability under this Completion Guarantee (which in no circumstances shall be less than (a) $300,000,000 prior to the final resolution, whether via adjudication pursuant to a final and nonappealable order or judgment of a court of competent jurisdiction, payment, or settlement, of all claims at issue in the Perini Lawsuit (“Perini Lawsuit Resolution”) and (b) $50,000,000 subsequent to the Perini Lawsuit Resolution500,000,000), and the Enforcement Collateral Agent shall be entitled, but not obligated, and may act (or refrain from acting) as it determines in its sole and absolute discretion, to pursue a foreclosure of the Circus Deeds Deed of Trust (and/or any of them or any combination of them) if the Release of the Circus Deeds of Trust has not occurred and/or to pursue any other rights, powers, and/or remedies under the Circus Deeds Deed of Trust (if the Release of the Circus Deeds of Trust has not occurred)Trust, this Completion Guarantee, and/or applicable law.