Default Procedures. 2.1. If for any reason whatsoever the Company: (a) fails or neglects, even though the Company is not at fault and whether intentional or unintentional, timely (as extended by Force Majeure) to commence construction and diligently and expeditiously continue construction, and complete the Phase I and II Construction within the time period and in the manner specified in the GDA free of liens arising from the furnishing of labor, materials, supplies, furnishings or equipment for the Phase I and II Construction, other than Permitted Liens; or (b) otherwise fails to satisfy and fulfill the Completion Obligations in a timely manner in accordance with the time periods set forth in Section 1.1(a)(i) hereof; or (c) fails timely to pay any of the Carry Obligations; or (d) shall have filed against it a petition for relief under any bankruptcy law, or any petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future statute, law or regulation shall be filed against the Company, and so long as the Completion Guarantors are not otherwise in default under this Completion Guarantee, in any such event the Company shall fail to remedy such default to the Administrative Agent's satisfaction within sixty (60) days after the Company's receipt of a written notice of default with respect thereto from the Administrative Agent; or (e) shall be adjudged bankrupt or insolvent, the Company shall make a general assignment for the benefit of creditors, or the Company shall admit in writing its inability to pay its debts as they become due, or the Company shall file a petition for relief under any bankruptcy law, or any petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future statute, law or regulation shall be filed by the Company, or the Company shall file an answer admitting or not contesting the material allegations of a petition filed against it in any such proceeding, or the Company shall seek or consent to or acquiesce in the appointment of a trustee, liquidator of the Company or a material part of its properties, or the Company shall voluntarily liquidate or dissolve; then in any such event or at any time thereafter, the Administrative Agent may give written notice to the Completion Guarantors, the Company and the Surety of the occurrence of such event; provided, that if any of the Completion Guarantors, the Company or the Surety is the subject of any bankruptcy case, any inability of the Administrative Agent to give notice to such party as a result of the effect of the bankruptcy case shall not affect the validity or effectiveness of the notice to the other parties which are not the subject of any bankruptcy case. 2.2. Immediately upon receipt of such notice, the Completion Guarantors shall take all necessary steps to maintain insurance coverage and secure the Casino premises to prevent damage or deterioration to the Casino premises and unauthorized entry or access to the Casino premises (the "Preservation Obligations"). If after notice and five (5) Business Days opportunity to cure after such notice, the Completion Guarantors shall fail to perform the Preservation Obligations, such failure shall be a "Preservation Obligation Default." 2.3. Commencing on the date on which the Administrative Agent gives any such notice to the Completion Guarantors pursuant to Section 2.1 hereof, the Completion Guarantors, at their sole cost, (i) with respect to a Carry Obligation Default shall pay the Carry Obligations when and as due and (ii) with respect to a Completion Obligation Default shall immediately commence to perform the Completion Obligations and thereafter continue diligently and expeditiously until the Completion Obligations are fully performed. 2.4. Subject to Section 2.5 hereof, if after notice and five (5) Business Days opportunity to cure after such notice, the Completion Guarantors shall fail timely to pay the Carry Obligations (a "Carry Obligation Default"), after notice and thirty (30) days opportunity to cure after such notice, the Completion Guarantors shall fail to commence performing the Completion Obligations and diligently thereafter continue to perform the Completion Obligations through the Termination of Construction Date (a "Completion Obligation Default"), or a Preservation Obligation Default shall occur, then in addition to all other rights and remedies that may be available to the Administrative Agent under the terms of this Completion Guarantee, or the Credit Agreement and/or the Shared Security Documents, at law or in equity, the Administrative Agent or its agent, in its sole discretion, may proceed as follows: (a) The Administrative Agent, at its option, may elect to require specific performance by the Completion Guarantors of any and/or all of the Completion Obligations after a Completion Obligation Default, the Carry Obligations after a Carry Obligation Default or the Preservation Obligations after a Preservation Obligation Default. (b) After any default by the Company in its obligations timely to commence and complete the Performance Bond Construction or the Preservation Obligations, the Administrative Agent, at its option, shall have the right, but shall have no obligation, to undertake to require the Surety to perform the Performance Bond Construction or the Preservation Obligations, as the case may be, pursuant to the Performance Bond, exercisable whether or not the Administrative Agent elects to proceed judicially or nonjudicially to foreclose on all or any portion of the Collateral. The Administrative Agent's election to require the Surety to perform the Performance Bond Construction or the Preservation Obligations shall not release, diminish or extinguish the liability of the Company or either Completion Guarantor therefor to the extent the Surety fails to perform such Performance Bond Construction or the Preservation Obligations. The Completion Guarantors shall remain obligated to perform the Carry Obligations notwithstanding any such election and notwithstanding the Surety's performance of the Performance Bond Construction or the Preservation Obligations. (c) The Administrative Agent, at its option, shall have the right, but shall have no obligation, to proceed judicially or nonjudicially to foreclose on all or any portion of the Collateral, exercisable whether or not the Administrative Agent elects to require the Completion Guarantors to perform any or all of the Completion Obligations after a Completion Obligation Default, Carry Obligations after a Carry Obligation Default or the Preservation Obligations after a Preservation Obligation Default. (d) In addition to the Administrative Agent's right to require specific performance by the Completion Guarantors of any and/or all of the Completion Obligations after a Completion Obligation Default, the Carry Obligations after a Carry Obligation Default and/or the Preservation Obligations after a Preservation Obligation Default, and whether or not the Administrative Agent elects to proceed judicially or nonjudicially to foreclose on all or any portion of the Collateral, and whether or not the Administrative Agent shall have called on the Surety pursuant to the Performance Bond, (i) the Administrative Agent shall have the right to recover from the Completion Guarantors all unreimbursed costs and expenses, including but not limited to attorneys' fees, incurred by the Administrative Agent in protecting, preserving, enforcing or defending its interests in this Completion Guarantee, (ii) after a Carry Obligation Default, the Completion Guarantors shall be liable for the joint benefit of the Administrative Agent, the trustee under the New Bonds Indenture (the "Trustee"), the LGCB, the City and the RDC as their interests may appear for any interest or delinquency costs of the Company arising from such Carry Obligation Default; provided that the Completion Guarantors shall not be liable for duplicate payments of the same charge with respect to any such interest or delinquency costs of the Company regardless of whether multiple demands are made by any or all of the RDC, the City, the LGCB, the Trustee, or the Administrative Agent, (iii) after a Completion Obligation Default, the Completion Guarantors shall be liable for the joint benefit of the Administrative Agent, the Trustee, the City and the RDC, and the LGCB as their interests may appear for damages to pay for the costs of performance of the Completion Obligations arising from such Completion Obligation Default or such other damages as may be available at law or in equity; provided that, in no event shall the Completion Guarantors be liable for duplicate payments in respect of such damages nor for more than one performance of the Completion Obligations regardless of whether multiple demands are made by any or all of the RDC, the City, the LGCB, the Administrative Agent or the Trustee, and (iv) after a Preservation Obligation Default, the Completion Guarantors shall be liable for the joint benefit of the Administrative Agent, the Trustee, the City and the RDC, and the LGCB as their interests may appear for damages to pay for the costs of performance of the Preservation Obligations arising from such Preservation Obligation Default; provided that, in no event shall the Completion Guarantors be liable for duplicate payments in respect of such damages nor for more than one performance of the Preservation Obligations regardless of whether multiple demands are made by any or all of the RDC, the City, the LGCB, the Administrative Agent or the Trustee. (e) With respect to the Completion Obligations, each Completion Guarantor specifically agrees that this Completion Guarantee continues whether the Company, the Administrative Agent (or any other administrative agent or designee of the Banks) or the Collateral Agent (or any other agent, representative or designee of the Secured Creditors) is lessee under the Lease. (f) With respect to the Carry Obligations, each Completion Guarantor specifically agrees that this Completion Guarantee is intended as a contract to guarantee payment unconditionally and irrevocably on a timely basis of all amounts included as Carry Obligations pursuant to Sections 1.1(b) and 1.2 hereof. (g) No delay or failure by the Administrative Agent to exercise any remedy against the Completion Guarantors will be construed as a waiver of that right or remedy. 2.5. The remedies set forth in Sections 2.4 and 7 hereof are not intended to be exclusive of any remedies that the Administrative Agent may have against the Company under the Credit Agreement or other documents or agreements referenced therein or related thereto. The Completion Guarantors recognize that the choice of remedies by the Administrative Agent will necessarily and properly be a matter of the Administrative Agent's business judgment, which the passage of time and events may or may not prove to have been the best choice to maximize recovery by the Administrative Agent at the lowest cost to the Company or the Completion Guarantors. Nevertheless, the choice of alternatives by the Administrative Agent shall not be subject to question or challenge by the Completion Guarantors hereunder, nor shall any such choice be asserted as a defense, set-off or basis for any claim of failure to mitigate damages in any action or proceeding arising from this Completion Guarantee.
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Default Procedures. 2.1. If for any reason whatsoever the Company:
(a) fails or neglects, even though if the Company is not at fault and whether intentional or unintentional, timely (as extended by Force MajeureMajeure (as defined in the GDA)) to commence construction within the time set forth in Section 2.13(a) of the GDA and diligently and expeditiously continue construction, and complete the Phase I and II Construction or any Component respectively, within the time period and in the manner specified in the GDA free of liens arising from the furnishing of labor, materials, supplies, furnishings or equipment for the Phase I and II Construction, other than Permitted Liens; or
(b) otherwise fails in any other manner to satisfy prosecute with diligence and fulfill continuity the Completion Obligations in a timely manner in accordance with the time periods set forth in Section 1.1(a)(i) hereofObligations; or
(c) fails timely to pay any of the Carry Obligations; or
(d) shall have filed against it a petition for relief under any bankruptcy law, or any petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future statute, law or regulation shall be filed against the Company, and so long as the Completion Guarantors are not otherwise in default under this Completion Guarantee, in any such event the Company shall fail to remedy such default to the Administrative AgentLandlord's satisfaction within sixty (60) days after the Company's receipt of a written notice of default with respect thereto from the Administrative AgentLandlord; or
(e) shall be adjudged bankrupt or insolvent, the Company shall make a general assignment for the benefit of creditors, or the Company shall admit in writing its inability to pay its debts as they become due, or the Company shall file a petition for relief under any bankruptcy law, or any petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future statute, law or regulation shall be filed by the Company, or the Company shall file an answer admitting or not contesting the material allegations of a petition filed against it in any such proceeding, or the Company shall seek or consent to or acquiesce in the appointment of a trustee, liquidator of the Company or a material part of its properties, or the Company shall voluntarily liquidate or dissolve; then in any such event or at any time thereafter, the Administrative Agent Landlord may give written notice to the Completion Guarantors, the Company and the Surety of the occurrence of such event; provided, that if any of the Completion Guarantors, the Company or the Surety is the subject of any bankruptcy case, any inability of the Administrative Agent Landlord to give notice to such party as a result of the effect of the bankruptcy case shall not affect the validity or effectiveness of the notice to the other parties which are not the subject of any bankruptcy case.
2.2. Immediately upon receipt of such notice, the Completion Guarantors shall take all necessary steps to maintain insurance coverage and secure the Casino premises Development to prevent damage or deterioration to the Casino premises Development and unauthorized entry or access to the Casino premises Development (the "Preservation Obligations"). If after notice and five (5) Business Days opportunity to cure after such notice, the Completion Guarantors shall fail to perform the Preservation Obligations, such failure shall be a "Preservation Obligation Default"."
2.3. Commencing on the date on which the Administrative Agent Landlord gives any such notice to the Completion Guarantors pursuant to Section 2.1 hereof, the Completion Guarantors, at their sole cost, (i) with respect shall be obligated to cure the default or defaults alleged to exist in such notice within the applicable cure period set forth in Section 2.4 hereof. If the alleged default is a failure to pay one or more Carry Obligation Default Obligations, the Completion Guarantors shall pay the Carry Obligations then due and thereafter shall pay the Carry Obligations when and as due and (ii) with respect due. If the alleged default is a failure to a perform one or more Completion Obligation Default Obligations, the Completion Guarantors shall immediately commence to perform the Completion Obligations and thereafter continue diligently and expeditiously until the Completion Obligations are fully performed.
2.4. Subject to Section 2.5 hereof, if (i) after notice and five (5) Business Days opportunity to cure after such notice, the Completion Guarantors shall fail timely to pay the Carry Obligations (a "Carry Obligation Default"), or (ii) after notice and thirty (30) days opportunity to cure after such notice, the Completion Guarantors shall fail to commence performing the Completion Obligations and diligently thereafter continue to perform the Completion Obligations through the Termination date of Construction Date Completion (as defined in the GDA) (a "Completion Obligation Default"), or (iii) a Preservation Obligation Default shall occur, then in addition to all other rights and remedies that may be available to the Administrative Agent Landlord under the terms of this Completion Guarantee, or the Credit Agreement and/or Lease or the Shared Security DocumentsGDA, at law or in equity, the Administrative Agent Landlord or its agent, in its sole discretion, may proceed as follows:
(a) The Administrative AgentLandlord, at its option, may elect to require specific performance by the Completion Guarantors of any and/or all of the Completion Obligations after a Completion Obligation Default, the Carry Obligations after a Carry Obligation Default or and/or the Preservation Obligations after a Preservation Obligation Default.
(b) After any default by the Company in its obligations timely to commence and complete the Performance Bond Construction or the Preservation Obligations, the Administrative AgentLandlord, at its option, shall have the right, but shall have no obligation, to undertake to require the Surety to perform the Performance Bond Construction or the Preservation Obligations, as the case may be, pursuant to the Performance Bond, exercisable whether or not the Administrative Agent elects to proceed judicially or nonjudicially to foreclose on all or any portion of the Collateral. The Administrative AgentLandlord's election to require the Surety to perform the Performance Bond Construction or the Preservation Obligations shall not release, diminish or extinguish the liability of the Company or either Completion Guarantor therefor to the extent the Surety fails to perform such Performance Bond Construction or the Preservation Obligations. The Completion Guarantors shall remain obligated to perform the Carry Obligations notwithstanding any such election and notwithstanding the Surety's performance of the Performance Bond Construction or the Preservation Obligations.
(c) The Administrative Agent, at its option, shall have the right, but shall have no obligation, to proceed judicially or nonjudicially to foreclose on all or any portion of the Collateral, exercisable whether or not the Administrative Agent elects to require the Completion Guarantors to perform any or all of the Completion Obligations after a Completion Obligation Default, Carry Obligations after a Carry Obligation Default or the Preservation Obligations after a Preservation Obligation Default.
(d) In addition to the Administrative AgentLandlord's right to require specific performance by the Completion Guarantors of any and/or all of the Completion Obligations after a Completion Obligation Default, the Carry Obligations after a Carry Obligation Default Default, and/or the Preservation Obligations after a Preservation Obligation Default, and whether or not the Administrative Agent elects to proceed judicially or nonjudicially to foreclose on all or any portion of the Collateral, and whether or not the Administrative Agent Landlord shall have called on the Surety pursuant to the Performance Bond, (i) the Administrative Agent Landlord shall have the right to recover from the Completion Guarantors all unreimbursed costs and expenses, including but not limited to attorneys' fees, incurred by the Administrative Agent Landlord in protecting, preserving, enforcing or defending its interests in this Completion Guarantee, (ii) after a Carry Obligation Default, the Completion Guarantors shall be liable for the joint benefit of the Administrative Agent, the trustee under the New Bonds Indenture (the "Trustee")Landlord, the LGCB, the City Administrative Agent, and the RDC New Indenture Trustee as their interests may appear for any interest or delinquency costs of the Company arising from such Carry Obligation Default; provided that the Completion Guarantors shall not be liable for duplicate payments of the same charge with respect to any such interest or delinquency costs of the Company regardless of whether multiple demands are made by any or all of the RDC, the City, the LGCB, the TrusteeAdministrative Agent, or the Administrative AgentNew Indenture Trustee, (iii) after a Completion Obligation Default, the Completion Guarantors shall be liable for the joint benefit of the Landlord, the LGCB, the Administrative Agent, the Trustee, the City and the RDC, and the LGCB New Indenture Trustee as their interests may appear for damages to pay for the costs of performance of the Completion Obligations arising from such Completion Obligation Default or such other damages as may be available at law or in equity; provided that, in no event shall the Completion Guarantors be liable for duplicate payments in respect of such damages nor for more than one performance of the Completion Obligations regardless of whether multiple demands are made by any or all of the RDC, the City, the LGCBNew Indenture Trustee, the Administrative Agent Agent, or the TrusteeLGCB, and (iv) after a Preservation Obligation Default, the Completion Guarantors shall be liable for the joint benefit of the Landlord, the LGCB, the Administrative Agent, the Trustee, the City and the RDC, and the LGCB New Indenture Trustee as their interests may appear for damages to pay for the costs of performance of the Preservation Obligations arising from such Preservation Obligation Default; provided that, in no event shall the Completion Guarantors be liable for duplicate payments in respect of such damages nor for more than one performance of the Preservation Completion Obligations regardless of whether multiple demands are made by any or all of the RDC, the City, the LGCBNew Indenture Trustee, the Administrative Agent Agent, or the TrusteeLGCB.
(ed) With respect to the Completion Obligations, each Completion Guarantor specifically agrees that this Completion Guarantee continues whether the Company, the Administrative Agent (or any other administrative agent or designee of the Banks) or the Collateral Agent (or any other agent, representative or designee of the Secured Creditors) Company is lessee under the Lease.
(fe) With respect to the Carry Obligations, each Completion Guarantor specifically agrees that this Completion Guarantee is intended as a contract to guarantee payment unconditionally and irrevocably on a timely basis of all amounts included as Carry Obligations pursuant to Sections 1.1(b1.1(c) and 1.2 hereof.
(gf) No delay or failure by the Administrative Agent Landlord to exercise any remedy against the Completion Guarantors will be construed as a waiver of that right or remedy.
2.5. The remedies set forth in Sections 2.4 and 7 hereof are not intended to be exclusive of any remedies that the Administrative Agent Landlord may have against the Company under the Credit Agreement Lease or the GDA or other documents or agreements referenced therein or related thereto. The Completion Guarantors recognize that the choice of remedies by the Administrative Agent Landlord will necessarily and properly be a matter of the Administrative AgentLandlord's business judgment, which the passage of time and events may or may not prove to have been the best choice to maximize recovery by the Administrative Agent Landlord at the lowest cost to the Company or the Completion Guarantors. Nevertheless, the choice of alternatives by the Administrative Agent Landlord shall not be subject to question or challenge by the Completion Guarantors hereunder, nor shall any such choice be asserted as a defense, set-off or basis for any claim of failure to mitigate damages in any action or proceeding arising from this Completion Guarantee.
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Default Procedures. 2.1. If for any reason whatsoever the Company:
(a) fails or neglects, even though the Company is not at fault and whether intentional or unintentional, timely (as extended by Force Majeure) to commence construction and diligently and expeditiously continue construction, and complete the Phase I and II Construction within the time period and in the manner specified in the GDA GDA, free of liens arising from the furnishing of labor, materials, supplies, furnishings or equipment for the Phase I and II Construction, other than Permitted Liens; or
(b) otherwise fails to satisfy and fulfill the Completion Obligations in a timely manner in accordance with the time periods set forth in Section 1.1(a)(i) hereof; or
(c) fails timely to pay any of the Carry Obligations; or
(d) shall have filed against it a petition for relief under any bankruptcy law, or any petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future statute, law or regulation shall be filed against the Company, and so long as the Completion Guarantors are not otherwise in default under this Completion Guarantee, in any such event the Company shall fail to remedy such default to the Administrative AgentTrustee's satisfaction within sixty (60) days after the Company's receipt of a written notice of default with respect thereto from the Administrative AgentTrustee; or
(e) shall be adjudged bankrupt or insolvent, the Company shall make a general assignment for the benefit of creditors, or the Company shall admit in writing its inability to pay its debts as they become due, or the Company shall file a petition for relief under any bankruptcy law, or any petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future statute, law or regulation shall be filed by the Company, or the Company shall file an answer admitting or not contesting the material allegations of a petition filed against it in any such proceeding, or the Company shall seek or consent to or acquiesce in the appointment of a trustee, liquidator of the Company or a material part of its properties, or the Company shall voluntarily liquidate or dissolve; then in any such event or at any time thereafter, the Administrative Agent Trustee may give written notice to the Completion Guarantors, the Company and the Surety of the occurrence of such event; provided, that if any of the Completion Guarantors, the Company or the Surety is the subject of any bankruptcy case, any inability of the Administrative Agent Trustee to give notice to such party as a result of the effect of the bankruptcy case shall not affect the validity or effectiveness of the notice to the other parties which are not the subject of any bankruptcy case.
2.2. Immediately upon receipt of such notice, the Completion Guarantors shall take all necessary steps to maintain insurance coverage and secure the Casino premises to prevent damage or deterioration to the Casino premises and unauthorized entry or access to the Casino premises (the "Preservation Obligations"). If after notice and five (5) Business Days opportunity to cure after such notice, the Completion Guarantors shall fail to perform the Preservation Obligations, such failure shall be a "Preservation Obligation Default."
2.3. Commencing on the date on which the Administrative Agent Trustee gives any such notice to the Completion Guarantors pursuant to Section 2.1 hereof, the Completion Guarantors, at their sole cost, (i) with respect to a shall pay the Carry Obligation Default Obligations then due and thereafter shall pay the Carry Obligations when and as due and and/or (ii) with respect to a Completion Obligation Default shall immediately commence to perform the Completion Obligations and thereafter continue diligently and expeditiously until the Completion Obligations are fully performed.
2.4. Subject to Section 2.5 hereof, if after notice and five (5) Business Days opportunity to cure after such notice, the Completion Guarantors shall fail timely to pay the Carry Obligations (a "Carry Obligation Default"), after notice and thirty (30) days opportunity to cure after such notice, the Completion Guarantors shall fail to commence performing the Completion Obligations and diligently thereafter continue to perform the Completion Obligations through the Termination of Construction Date (a "Completion Obligation Default"), or a Preservation Obligation Default shall occur, then in addition to all other rights and remedies that may be available to the Administrative Agent Trustee under the terms of this Completion Guarantee, or the Credit Agreement Indentures and/or the Shared Security Documents, at law or in equity, the Administrative Agent Trustee or its agent, in its sole discretion, may proceed as follows:
(a) The Administrative AgentTrustee, at its option, may elect to require specific performance by the Completion Guarantors of any and/or all of the Completion Obligations after a Completion Obligation Default, the Carry Obligations after a Carry Obligation Default or the Preservation Obligations after a Preservation Obligation Default.
(b) After any default by the Company in its obligations timely to commence and complete the Performance Bond Construction or the Preservation Obligations, the Administrative AgentTrustee, at its option, shall have the right, but shall have no obligation, to undertake to require the Surety to perform the Performance Bond Construction or the Preservation Obligations, as the case may be, pursuant to the Performance Bond, exercisable whether or not the Administrative Agent Trustee elects to proceed judicially or nonjudicially to foreclose on all or any portion of the Collateral. The Administrative AgentTrustee's election to require the Surety to perform the Performance Bond Construction or the Preservation Obligations shall not release, diminish or extinguish the liability of the Company or either Completion Guarantor therefor to the extent the Surety fails to perform such Performance Bond Construction or the Preservation Obligations. The Completion Guarantors shall remain obligated to perform the Carry Obligations notwithstanding any such election and notwithstanding the Surety's performance of the Performance Bond Construction or the Preservation Obligations.
(c) The Administrative AgentTrustee, at its option, shall have the right, but shall have no obligation, to proceed judicially or nonjudicially to foreclose on all or any portion of the Collateral, exercisable whether or not the Administrative Agent Trustee elects to require the Completion Guarantors to perform any or all of the Completion Obligations after a Completion Obligation Default, Default or Carry Obligations after a Carry Obligation Default or the Preservation Obligations after a Preservation Obligation Default.
(d) In addition to the Administrative AgentTrustee's right to require specific performance by the Completion Guarantors of any and/or all of the Completion Obligations after a Completion Obligation Default, the Carry Obligations after a Carry Obligation Default Default, and/or the Preservation Obligations after a Preservation Obligation Default, and whether or not the Administrative Agent Trustee elects to proceed judicially or nonjudicially to foreclose on all or any portion of the Collateral, and whether or not the Administrative Agent Trustee shall have called on the Surety pursuant to the Performance Bond, (i) the Administrative Agent Trustee shall have the right to recover from the Completion Guarantors all unreimbursed costs and expenses, including but not limited to attorneys' fees, incurred by the Administrative Agent Trustee in protecting, preserving, enforcing or defending its interests in this Completion Guarantee, (ii) after a Carry Obligation Default, the Completion Guarantors shall be liable for the joint benefit of the Administrative Agent, the trustee under the New Bonds Indenture (the "Trustee"), the LGCB, the Administrative Agent, the City and the RDC as their interests may appear for any interest or delinquency costs of the Company arising from such Carry Obligation Default; provided that the Completion Guarantors shall not be liable for duplicate payments of the same charge with respect to any such interest or delinquency costs of the Company regardless of whether multiple demands are made by any or all of the RDC, the City, the LGCB, the Trustee, Administrative Agent or the Administrative AgentTrustee, (iii) after a Completion Obligation Default, the Completion Guarantors shall be liable for the joint benefit of the Administrative Agent, the Trustee, the City and the RDC, the Administrative Agent and the LGCB as their interests may appear for damages to pay for the costs of performance of the Completion Obligations arising from such Completion Obligation Default or such other damages as may be available at law or in equity; provided that, in no event shall the Completion Guarantors be liable for duplicate payments in respect of such damages nor for more than one performance of the Completion Obligations regardless of whether multiple demands are made by any or all of the RDC, the City, the LGCB, the Administrative Agent or the Trustee, and (iv) after a Preservation Obligation Default, the Completion Guarantors shall be liable for the joint benefit of the Administrative Agent, the Trustee, the City and the RDC, the Administrative Agent and the LGCB as their interests may appear for damages to pay for the costs of performance of the Preservation Obligations arising from such Preservation Obligation Default; provided that, in no event shall the Completion Guarantors be liable for duplicate payments in respect of such damages nor for more than one performance of the Preservation Obligations regardless of whether multiple demands are made by any or all of the RDC, the City, the LGCB, the Administrative Agent or the Trustee.
(e) With respect to the Completion Obligations, each Completion Guarantor specifically agrees that this Completion Guarantee continues whether the Company, Company or the Administrative Agent Trustee (or any other administrative agent or designee of the Banks) or the Collateral Agent (or any other agent, representative or designee of the Secured CreditorsHolders) is lessee under the Lease.
(f) With respect to the Carry Obligations, each Completion Guarantor specifically agrees that this Completion Guarantee is intended as a contract to guarantee payment unconditionally and irrevocably on a timely basis of all amounts included as Carry Obligations pursuant to Sections 1.1(b) and 1.2 hereof.
(g) No delay or failure by the Administrative Agent Trustee to exercise any remedy against the Completion Guarantors will be construed as a waiver of that right or remedy.
2.5. The remedies set forth in Sections 2.4 and 7 hereof are not intended to be exclusive of any remedies that the Administrative Agent Trustee may have against the Company under the Credit Agreement Indentures or other documents or agreements referenced therein or related thereto. The Completion Guarantors recognize that the choice of remedies by the Administrative Agent Trustee will necessarily and properly be a matter of the Administrative AgentTrustee's business judgment, which the passage of time and events may or may not prove to have been the best choice to maximize recovery by the Administrative Agent Trustee at the lowest cost to the Company or the Completion Guarantors. Nevertheless, the choice of alternatives by the Administrative Agent Trustee shall not be subject to question or challenge by the Completion Guarantors hereunder, nor shall any such choice be asserted as a defense, set-off or basis for any claim of failure to mitigate damages in any action or proceeding arising from this Completion Guarantee.
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