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. 4.2 Upon the final resolution, whether by adjudication pursuant to a final and nonappealable order or judgment of any court of competent jurisdiction, payment, or settlement of (a) all Pending Mechanics Lien Claims, (b) all Other Pending Construction Claims, and (c) all Remaining Construction Costs, Completion Guarantor may obtain the release of the Circus Deeds of Trust (the “Release of the Circus Deeds of Trust”) by substituting cash collateral (the “Permitted Cash Collateral Substitution”) in an amount equal to the remaining aggregate amount of (a) the OCIP Insurance Payables and (b) the Crystals TA Expenses as estimated and certified by a Responsible Officer of Completion Guarantor and to the satisfaction of the Credit Agreement Collateral Agent (or should there have been a Discharge of the Credit Agreement Obligations, of the Enforcement Collateral Agent), such cash collateral to be deposited with the Credit Agreement Collateral Agent (or should there have been a Discharge of the Credit Agreement Obligations, with the Enforcement Collateral Agent) pursuant to pledge, deposit account, or similar agreements in form and substance acceptable to the Credit Agreement Collateral Agent (or should there have been a Discharge of the Credit Agreement Obligations, to the Enforcement Collateral Agent), it being understood that the purpose of the Permitted Cash Collateral Substitution is to secure the Completion Guarantor’s obligation to satisfy the then-remaining OCIP Insurance Payables and Crystals TA Expenses and that no Release of the Circus Deeds of Trust shall occur unless and until the Permitted Cash Collateral Substitution (including the resolution of all issues relating to the acceptability of the form and substance of any pertinent pledge, deposit account, or similar agreement) shall have occurred. Notwithstanding any other provision of this Guarantee to the contrary, such cash collateral may consist of Condo Proceeds to the extent expressly permitted pursuant to the provisions of the Amended and Restated Credit Agreement, the Additional First Lien Agreement, and the Junior Lien Indenture. In the event that Completion Guarantor may obtain the Release of the Circus Deeds of Trust pursuant to the provisions of this Section 4.2, the Credit Agreement Collateral Agent (or should there have been a Discharge of the Credit Agreement Obligations, the Enforcement Collateral Agent) shall be authorized (and shall be deemed to have been granted an irrevocable power of attorney by the Beneficiaries) to execute all documents necessary to effect such release without any further action being required on the part of the other Beneficiaries. Notwithstanding any other provisions of this Guarantee to the contrary, the Release of the Circus Deeds of Trust and the Permitted Cash Collateral Substitution shall in no manner constitute a defeasance (or other type of discharge) of Completion Guarantor with respect to any Guaranteed Obligations (including any Completion Costs) remaining unpaid as of (or arising after) the date of the Release of the Circus Deeds of Trust.

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. 4.2 Upon the final resolution, whether by adjudication pursuant to a final and nonappealable non-appealable order or judgment of any court of competent jurisdiction, payment, or settlement of (a) all Pending Mechanics Lien Claims, (b) all Other Pending Construction Claims, and (c) all Remaining Construction Costs, Completion Guarantor may obtain the release of the Circus Deeds of Trust (the “Release of the Circus Deeds of Trust”) by substituting cash collateral (the “Permitted Cash Collateral Substitution”) in an amount equal to the remaining aggregate amount of (a) the OCIP Insurance Payables and (b) the Crystals TA Expenses as estimated and certified by a Responsible Officer of Completion Guarantor and to the satisfaction of the Credit Agreement Collateral Agent (or should there have been a Discharge of the Credit Agreement Obligations, of the Enforcement Collateral Agent), such cash collateral to be deposited with the Credit Agreement Collateral Agent (or should there have been a Discharge of the Credit Agreement Obligations, with the Enforcement Collateral Agent) pursuant to pledge, deposit account, or similar agreements in form and substance acceptable to the Credit Agreement Collateral Agent (or should there have been a Discharge of the Credit Agreement Obligations, to the Enforcement Collateral Agent), it being understood that the purpose of the Permitted Cash Collateral Substitution is to secure the Completion Guarantor’s obligation to satisfy the then-remaining OCIP Insurance Payables and Crystals TA Expenses and that no Release of the Circus Deeds of Trust shall occur unless and until either (i) the Permitted Cash Collateral Substitution (including the resolution of all issues relating to the acceptability of the form and substance of any pertinent pledge, deposit account, or similar agreement) shall have occurredoccurred or (ii) the conditions for release set forth in the Circus Deed of Trust have been satisfied. Notwithstanding any other provision of this Guarantee to the contrary, such cash collateral may consist of Condo Proceeds to the extent expressly permitted pursuant to the provisions of the Amended and Restated Credit Agreement, the Additional First Lien Agreement, and the Junior Lien Indenture. In the event that Completion Guarantor may obtain the Release of the Circus Deeds of Trust pursuant to the provisions of this Section 4.2, the Credit Agreement Collateral Agent (or should there have been a Discharge of the Credit Agreement Obligations, the Enforcement Collateral Agent) shall be authorized (and shall be deemed to have been granted an irrevocable power of attorney by the Beneficiaries) to execute all documents necessary to effect such release without any further action being required on the part of the other Beneficiaries. Notwithstanding any other provisions of this Guarantee to the contrary, the Release of the Circus Deeds of Trust and the Permitted Cash Collateral Substitution shall in no manner constitute a defeasance (or other type of discharge) of Completion Guarantor with respect to any Guaranteed Obligations (including any Completion Costs) remaining unpaid as of (or arising after) the date of the Release of the Circus Deeds of Trust. 4.3 In connection with the exchange of Collateral subject to the Circus Deed of Trust for any other real property (or real and personal property) of the Completion Guarantor as Replacement Collateral in accordance with this Section 4.3, the Completion Guarantor may obtain Release of the Circus Deeds of Trust, or any portion thereof; provided, that (i) the fair market value of the Replacement Collateral received shall be equal to at least 110% of the fair market value of the Collateral transferred, (ii) all Replacement Collateral received in such exchange shall concurrently become Collateral under the terms of this Agreement, (iii) the fair market value of the Replacement Collateral received shall be determined with reference to appraisals reasonably satisfactory to the Collateral Agent conducted by appraisal firms reasonably satisfactory to the Collateral Agent, (iv) if (x) all or substantially all of the Collateral is released, the fair market value of such released Collateral shall be determined pursuant to additional appraisals reasonably satisfactory to the Collateral Agent conducted by appraisal firms reasonably satisfactory to the Collateral Agent, dated the same date as the appraisals of the Replacement Collateral required by (iii) above and delivered to the Collateral Agent and (y) if a portion constituting less than substantially all of the Collateral is transferred the fair market value of such released Collateral shall be determined with reference to additional appraisals reasonably satisfactory to the Collateral Agent conducted by appraisal firms reasonably satisfactory to the Collateral Agent, (v) where any personal property is so released, it is replaced as Collateral by the similar property or securities of the Completion Guarantor, (vi) no event of default under the Circus Deeds of Trust shall have occurred and be continuing or would result therefrom and (vii) to the extent reasonably requested by the Collateral Agent, the Collateral Agent shall have received an environmental site assessment relating to any Replacement Collateral that is real property covering matters similar to those covered in the environmental site assessment in connection with the Closing Date.

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 and personal property described therein (the “Collateral”). In the event that the Enforcement Collateral Agent exercises its rights with respect to conditions set forth in the Collateral as provided herein and in the Circus Deeds of TrustDocuments, 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 take and hold security for the final resolution, whether via adjudication pursuant to a final and nonappealable order or judgment payment 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), this Agreement and the Enforcement Collateral Agent shall be entitledGuaranteed Obligations and to exchange, but not obligatedenforce, waive 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 release 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. 4.2 Upon the final resolution, whether by adjudication pursuant to a final and nonappealable order or judgment of any court of competent jurisdiction, payment, or settlement of (a) all Pending Mechanics Lien Claimssuch security, (b) all Other Pending Construction Claims, to apply such security and direct the order or manner of sale thereof as the Administrative Agent in its sole discretion may determine and (c) all Remaining Construction Coststo release or substitute any one or more endorsees, Completion Guarantor may obtain other guarantors or other obligors. The Administrative Agent may, at its election, in accordance with the release 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 Circus Deeds of Trust (Guarantors hereunder, except to the “Release extent the Guaranteed Obligations have been indefeasibly paid in full in cash. Agreement to Pay; Subordination. In furtherance of the Circus Deeds foregoing and not in limitation of Trust”) any other right that the Administrative Agent or any other Secured Party has at law or in equity against any Guarantor by substituting cash collateral (virtue hereof, upon the “Permitted Cash Collateral Substitution”) in an amount equal 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 remaining aggregate Administrative Agent or such other Secured Party as designated thereby in cash the amount of (a) the OCIP Insurance Payables and (b) the Crystals TA Expenses as estimated and certified such unpaid Guaranteed Obligations. Upon payment by a Responsible Officer any Guarantor of Completion Guarantor and any sums to the satisfaction Administrative Agent or any Secured Party as provided above, all rights of 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 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 held in trust for the benefit of the Secured Parties and shall forthwith be turned over to the Administrative 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 matured or unmatured, in accordance with the terms of the Credit Agreement Collateral Agent (or should there have been a Discharge of the Credit Agreement Obligations, of the Enforcement Collateral Agent), such cash collateral to be deposited with the Credit Agreement Collateral Agent (or should there have been a Discharge of the Credit Agreement Obligations, with the Enforcement Collateral Agent) pursuant to pledge, deposit account, or similar agreements in form and substance acceptable to the Credit Agreement Collateral Agent (or should there have been a Discharge of the Credit Agreement Obligations, to the Enforcement Collateral Agent), it being understood that the purpose of the Permitted Cash Collateral Substitution is to secure the Completion Guarantor’s obligation to satisfy the then-remaining OCIP Insurance Payables and Crystals TA Expenses and that no Release of the Circus Deeds of Trust shall occur unless and until the Permitted Cash Collateral Substitution (including the resolution of all issues relating to the acceptability of the form and substance of any pertinent pledge, deposit account, or similar agreement) shall have occurred. Notwithstanding any other provision of this Guarantee to the contrary, such cash collateral may consist of Condo Proceeds to the extent expressly permitted pursuant to the provisions of the Amended and Restated Credit Agreement, the Additional First Lien Agreement, and the Junior Lien Indenture. In the event that Completion Guarantor may obtain the Release of the Circus Deeds of Trust pursuant to the provisions of this Section 4.2, the Credit Agreement Collateral Agent (or should there have been a Discharge of the Credit Agreement Obligations, the Enforcement Collateral Agent) shall be authorized (and shall be deemed to have been granted an irrevocable power of attorney by the Beneficiaries) to execute all documents necessary to effect such release without any further action being required on the part of the other Beneficiaries. Notwithstanding any other provisions of this Guarantee to the contrary, the Release of the Circus Deeds of Trust and the Permitted Cash Collateral Substitution shall in no manner constitute a defeasance (or other type of discharge) of Completion Guarantor with respect to any Guaranteed Obligations (including any Completion Costs) remaining unpaid as of (or arising after) the date of the Release of the Circus Deeds of TrustDocuments.

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. 4.2 Upon the final resolution, whether by adjudication pursuant to a final and nonappealable order or judgment of any court of competent jurisdiction, payment, or settlement of (a) all Pending Mechanics Lien Claims, (b) all Other Pending Construction Claims, and (c) all Remaining Construction Costs, Completion Guarantor may obtain the release of the Circus Deeds of Trust (the “Release of the Circus Deeds of Trust”) by substituting cash collateral (the “Permitted Cash Collateral Substitution”) in an amount equal to the remaining aggregate amount of (a) the OCIP Insurance Payables and (b) the Crystals TA Expenses as estimated and certified by a Responsible Officer of Completion Guarantor and to the satisfaction of the Credit Agreement Collateral Agent (or should there have been a Discharge of the Credit Agreement Obligations, of the Enforcement Collateral Agent), such cash collateral to be deposited with the Credit Agreement Collateral Agent (or should there have been a Discharge of the Credit Agreement Obligations, with the Enforcement Collateral Agent) pursuant to pledge, deposit account, or similar agreements in form and substance acceptable to the Credit Agreement Collateral Agent (or should there have been a Discharge of the Credit Agreement Obligations, to the Enforcement Collateral Agent), it being understood that the purpose of the Permitted Cash Collateral Substitution is to secure the Completion Guarantor’s obligation to satisfy the then-remaining OCIP Insurance Payables and Crystals TA Expenses and that no Release of the Circus Deeds of Trust shall occur unless and until the Permitted Cash Collateral Substitution (including the resolution of all issues relating to the acceptability of the form and substance of any pertinent pledge, deposit account, or similar agreement) shall have occurred. Notwithstanding any other provision of this Guarantee to the contrary, such cash collateral may consist of Condo Proceeds to the extent expressly permitted pursuant to the provisions of the Amended and Restated Credit Agreement, the Additional First Lien Agreement, and the Junior Lien Indenture. In the event that Completion Guarantor may obtain the Release of the Circus Deeds of Trust pursuant to the provisions of this Section 4.2, the Credit Agreement Collateral Agent (or should there have been a Discharge of the Credit Agreement Obligations, the Enforcement Collateral Agent) shall be authorized (and shall be deemed to have been granted an irrevocable power of attorney by the Beneficiaries) to execute all documents necessary to effect such release without any further action being required on the part of the other Beneficiaries. Notwithstanding any other provisions of this Guarantee to the contrary, the Release of the Circus Deeds of Trust and the Permitted Cash Collateral Substitution shall in no manner constitute a defeasance (or other type of discharge) of Completion Guarantor with respect to any Guaranteed Obligations (including any Completion Costs) remaining unpaid as of (or arising after) the date of the Release of the Circus Deeds of Trust.