Common use of Closing Procedures Clause in Contracts

Closing Procedures. (a) Immediately prior to the Effective Time, upon the filing of an amended and restated certificate of incorporation of ASC in accordance with Section 1.6 of the Merger Agreement and a certificate of designations relating to the New Series A Preferred Stock, substantially in the form attached to this Agreement as Exhibit B, the Series A Preferred Stock shall automatically be converted into shares of New Series A Preferred Stock and shares of Common Stock pursuant to Section 3.4(a) and certificates formerly representing such shares of Series A Preferred Stock shall, from and after such time, represent the right to receive that number of shares of New Series A Preferred Stock and shares of Common Stock provided in Section 3.4(a). Each holder shall surrender the certificate or certificates formerly representing the Series A Preferred Stock, duly endorsed, at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ at or prior to the Effective Time (or such other place as ASC shall reasonably request) and shall give written notice to ASC of the name or names in which the certificate or certificates for shares of New Series A Preferred Stock and Common Stock are to be issued. ASC shall, at the Effective Time, issue and deliver at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ to such holder of Series A Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of New Series A Preferred Stock and Common Stock to which such holder is entitled under Section 3.4(a). Such conversion shall be deemed to have been made as of the Effective Time, and the person or persons entitled to receive the shares of New Series A Preferred Stock and Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of New Series A Preferred Stock and Common Stock as of the Effective Time. When issued, the certificates evidencing such shares of New Series A Preferred Stock and Common Stock shall not bear legends or other notations relating to restrictions on transfer, other than as required pursuant to Article Thirteenth of the Certificate of Incorporation of ASC (as amended as of the Effective Time). (b) Except as specifically provided in this Agreement, the conversion of the Series B Preferred Stock into Common Stock shall occur as provided in Section 9(b) of the Certificate of Designation relating to the Series B Preferred Stock. (c) Upon completion of the transactions required by Section 3.5, ASC and OCP shall execute an instrument (in form reasonably satisfactory to ASC and OCP) evidencing the repayment in full of Tranche C under the Resorts Credit Facility and the issuance of the shares of Common Stock in repayment thereof. (d) In connection with any of the transactions required by Sections 3.4 or 3.5, ASC shall not be required to issue fractions of shares of Common Stock or New Series A Preferred Stock or to distribute certificates which evidence fractions of such shares. In lieu of fractional shares, ASC shall pay, at the effective time of any conversion as herein provided, an amount in cash equal to such fraction multiplied by (i) $2.22, in the case of Common Stock, or (ii) $1,000, in the case of New Series A Preferred Stock.

Closing Procedures. (a) Immediately prior Upon the giving of a ROFR Notice or Default Option Notice by Kinross to the Effective TimeSecured Party pursuant to paragraph 4(b) or paragraph 6(g), upon as applicable, there shall be a binding agreement for purchase and sale between Kinross and the filing of an amended Secured Party pursuant to which Kinross agrees to purchase, and restated certificate of incorporation of ASC in accordance with Section 1.6 of the Merger Agreement and a certificate of designations relating Secured Party agrees to sell, the New Series A Preferred StockROFR Offered Interest, substantially in the form attached to this Agreement as Exhibit Bcase of a ROFR Notice, or the Series A Preferred Stock HW Group Interest, in the case of a Default Option Notice, for the ROFR Purchase Price, in the case of a ROFR Notice, or the Default Option Purchase Price, in the case of a Default Option Notice. Such purchase shall automatically be converted into shares of New Series A Preferred Stock and shares of Common Stock pursuant to Section 3.4(a) and certificates formerly representing such shares of Series A Preferred Stock shall, from and after such time, represent the right to receive that number of shares of New Series A Preferred Stock and shares of Common Stock provided in Section 3.4(a). Each holder shall surrender the certificate or certificates formerly representing the Series A Preferred Stock, duly endorsed, close at the offices of ▇▇▇▇Stikeman Elliott LLP in Toronto, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ at or prior to Ontario on the Effective Time (or such other place as ASC shall reasonably request) and shall give written notice to ASC 30th calendar day following the date of the name or names in which receipt by the certificate or certificates for shares of New Series A Preferred Stock and Common Stock are to be issued. ASC shall, at the Effective Time, issue and deliver at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ to such holder of Series A Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of New Series A Preferred Stock and Common Stock to which such holder is entitled under Section 3.4(a). Such conversion shall be deemed to have been made as Secured Party of the Effective Timeapplicable notice given by Kinross, and or, if such day is not a Business Day, on the person or persons entitled to receive following Business Day. For the shares purposes of New Series A Preferred Stock and Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of New Series A Preferred Stock and Common Stock as of the Effective Time. When issuedthis Agreement, the certificates evidencing such shares of New Series A Preferred Stock and Common Stock shall not bear legends or other notations relating to restrictions on transfer, "Business Day" means a day (other than as required pursuant to Article Thirteenth of the Certificate of Incorporation of ASC (as amended as of the Effective Time)a Saturday or Sunday) on which banks are open for general business in London, England and Toronto, Ontario. (b) Except as specifically provided in this Agreement, Upon the conversion closing of the Series B Preferred Stock into Common Stock shall occur as provided in Section 9(b) of Transfer by the Certificate of Designation relating Secured Party to the Series B Preferred Stock.Kinross pursuant to paragraph 7(a), above: (c) Upon completion of the transactions required by Section 3.5, ASC and OCP shall execute an instrument (in form reasonably satisfactory to ASC and OCP) evidencing the repayment in full of Tranche C under the Resorts Credit Facility and the issuance of the shares of Common Stock in repayment thereof. (d) In connection with any of the transactions required by Sections 3.4 or 3.5, ASC shall not be required to issue fractions of shares of Common Stock or New Series A Preferred Stock or to distribute certificates which evidence fractions of such shares. In lieu of fractional shares, ASC shall pay, at the effective time of any conversion as herein provided, an amount in cash equal to such fraction multiplied by (i) $2.22the Secured Party shall deliver to Kinross: (A) executed conveyance documents with respect to the ROFR Offered Interest, in the case of Common Stocka Transfer pursuant to paragraph 4, or (ii) $1,000the Total Interest and the GP Interest, in the case of New Series A Preferred Stocka Transfer pursuant to paragraph 6, together with the certificate(s) representing the Partnership Units included in the ROFR Offered Interest or the Total Interest, as the case may be; and (B) a certificate executed by the Secured Party addressed to Kinross certifying that the Secured Party: (1) has the full right, power and authority to enter into such conveyance documents and to perform its obligations thereunder, and (2) has not done any act to dispose of, sell, assign, or encumber any of the ROFR Offered Interest, in the case of a Transfer pursuant to paragraph 4, or the Total Interest and the GP Interest, in the case of a Transfer pursuant to paragraph 6; and (ii) Kinross shall deliver to the Secured Party, or as the Secured Party may direct, certified cheques or immediately available funds by wire transfer to an account or accounts specified in writing by the Secured Party in full payment of the ROFR Purchase Price or the Default Option Purchase Price, as applicable.

Closing Procedures. (ai) Immediately prior At the Closing, (A) the Company, the guarantors party thereto, the Second Lien Notes Trustee and the Second Lien Notes Collateral Agent shall enter into a supplemental indenture to the Effective Time, upon the filing of an amended and restated certificate of incorporation of ASC Second Lien Notes Indenture in accordance with Section 1.6 of the Merger Agreement and a certificate of designations relating to the New Series A Preferred Stock, substantially in the form attached to this Agreement as Exhibit B, the Series A Preferred Stock shall automatically be converted into shares of New Series A Preferred Stock and shares of Common Stock pursuant to Section 3.4(a) and certificates formerly representing such shares of Series A Preferred Stock shall, from and after such time, represent the right to receive that number of shares of New Series A Preferred Stock and shares of Common Stock provided in Section 3.4(a). Each holder shall surrender the certificate or certificates formerly representing the Series A Preferred Stock, duly endorsed, at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ at or prior to the Effective Time (or such other place as ASC shall reasonably request) and shall give written notice to ASC of the name or names in which the certificate or certificates for shares of New Series A Preferred Stock and Common Stock are to be issued. ASC shall, at mutually agreed between the Effective Time, issue and deliver at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ to such holder of Series A Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of New Series A Preferred Stock and Common Stock to which such holder is entitled under Section 3.4(a). Such conversion shall be deemed to have been made as of the Effective Time, Company and the person or persons entitled to receive Holders (the shares of New Series A Preferred Stock and Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of New Series A Preferred Stock and Common Stock as of the Effective Time. When issued, the certificates evidencing such shares of New Series A Preferred Stock and Common Stock shall not bear legends or other notations relating to restrictions on transfer, other than as required pursuant to Article Thirteenth of the Certificate of Incorporation of ASC (as amended as of the Effective Time). (b“Second Lien Notes Supplemental Indenture”) Except as specifically provided in this Agreement, the conversion of the Series B Preferred Stock into Common Stock shall occur as provided in Section 9(b) of the Certificate of Designation relating to the Series B Preferred Stock. (c) Upon completion of the transactions required by Section 3.5, ASC and OCP shall execute an instrument (in form reasonably satisfactory to ASC and OCP) evidencing the repayment in full of Tranche C under the Resorts Credit Facility and permitting the issuance of the shares Second Lien Notes to be issued as part of Common Stock in repayment thereofthe Transactions as additional notes under the Second Lien Notes Indenture and (B) the Company shall deliver to the Second Lien Notes Trustee one or more global notes representing the applicable aggregate principal amount of Second Lien Notes to be issued to the applicable Holders at the Closing. (dii) In connection with any of With respect to the transactions required by Sections 3.4 or 3.5, ASC shall not be required to issue fractions of shares of Common Stock or New Series A Preferred Stock or to distribute certificates which evidence fractions of such shares. In lieu of fractional shares, ASC shall payPurchase, at the effective time Closing, the Company shall issue and electronically deliver, or cause to be electronically delivered, to the respective account of each Holder via one-sided Deposit/Withdrawal at Custodian (“DWAC”) through the book-entry facilities of The Depository Trust Company (“DTC”), the aggregate principal amount of Second Lien Notes set forth opposite the name of such Holder in Exhibit A hereto, free and clear of any conversion as herein providedany mortgage, an amount in cash equal lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim thereto (collectively, “Liens”), against payment by such Holder of the applicable Purchase Price by wire transfer of immediately available funds to such fraction multiplied account specified by the Company to such Holder prior to the Closing Date. (iiii) $2.22With respect to the Exchange, at the Closing, (A) each Holder shall deliver, or cause to be delivered, to the Old Notes Trustee for the benefit of the Company all right, title and interest in and to the aggregate principal amount of its Old Notes to be exchanged at the Closing, free and clear of any Liens, together with any documents of conveyance or transfer that the Company or the Old Notes Trustee may deem necessary or desirable to transfer to the Company all right, title and interest in and to the Old Notes, free and clear of any Liens, and (B) upon the Company’s receipt of the aggregate principal amount of Old Notes of a Holder specified on Exhibit B hereto in accordance with sub-clause (A) of this Section 1.4(iii), the Company shall cause the Second Lien Notes Trustee to deliver to such Holder the aggregate principal amount of Second Lien Notes specified on Exhibit B hereto. (iv) The delivery (A) by Holders of Old Notes to the Old Notes Trustee and (B) by the Second Lien Notes Trustee of Second Lien Notes to Holders shall be effected via DWAC. Each Holder shall ensure that its DTC participant initiates a one-sided DWAC withdrawal for the principal amount of the Old Notes to be exchanged and a one-sided DWAC deposit for the principal amount of Second Lien Notes that are to be received no later than 10:00 a.m. New York City Time on the Closing Date. For the avoidance of doubt, in connection with the case of Common StockExchange, or the Company shall be obligated to cause the Second Lien Notes Trustee to deliver Second Lien Notes to a Holder only after both (ii1) $1,000, the Old Notes are delivered by the Holder to the Old Notes Trustee via DWAC withdrawal and (2) the Second Lien Notes Trustee has received a DWAC deposit for the Second Lien Notes that are to be received by the Holder. (v) The Old Notes delivered to the Old Notes Trustee by each Holder at the Closing shall be cancelled pursuant to the procedures set forth in the case of New Series A Preferred StockOld Notes Indenture. (vi) Interest will accrue on the Second Lien Notes from the preceding “interest payment date” under the Old Notes Indenture and no interest will be due in connection with the Exchange.

Closing Procedures. (a) Immediately prior Any Person giving notice electing to purchase Shares or Common Stock Equivalents which it is entitled to purchase pursuant to the Effective Time, upon the filing terms of an amended and restated certificate of incorporation of ASC in accordance with Section 1.6 of the Merger Agreement and a certificate of designations relating to the New Series A Preferred Stock, substantially in the form attached to this Agreement as Exhibit B, the Series A Preferred Stock shall automatically be converted into shares of New Series A Preferred Stock and shares of obligated to purchase such Shares or Common Stock pursuant Equivalents, and the Selling Stockholder shall be obligated to Section 3.4(a) and certificates formerly representing sell such shares of Series A Preferred Stock shall, from and after such time, represent the right to receive that number of shares of New Series A Preferred Stock and shares of Shares or Common Stock provided in Section 3.4(a). Each holder shall surrender the certificate or certificates formerly representing the Series A Preferred Stock, duly endorsedEquivalents, at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ at or prior to price and upon the Effective Time (or such other place as ASC shall reasonably request) and shall give written notice to ASC of the name or names terms set forth in which the certificate or certificates for shares of New Series A Preferred Stock and Common Stock are to be issued. ASC shall, at the Effective Time, issue and deliver at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ to such holder of Series A Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of New Series A Preferred Stock and Common Stock to which such holder is entitled under Section 3.4(a). Such conversion shall be deemed to have been made as of the Effective Time, and the person or persons entitled to receive the shares of New Series A Preferred Stock and Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of New Series A Preferred Stock and Common Stock as of the Effective Time. When issued, the certificates evidencing such shares of New Series A Preferred Stock and Common Stock shall not bear legends or other notations relating to restrictions on transfer, other than as required pursuant to Article Thirteenth of the Certificate of Incorporation of ASC (as amended as of the Effective Time)this Agreement. (b) Except as specifically provided Unless the parties to any purchase and sale pursuant to this Agreement otherwise agree in this Agreementwriting, the conversion closing of any purchase and sale of: (i) Offered Securities pursuant to Section 6.2 shall take place on the later of (x) the date specified in the Notice, and (y) the 30th day after the effective date written notice is given by the last of the Series B Preferred Stock into Stockholders electing to participate in such purchase; and (ii) Shares or Common Stock Equivalents pursuant to Section 6.3 shall occur as provided take place on the later of (x) the date specified in Section 9(bthe Notice, and (y) the 30th day after the effective date written notice is given by the last of the Certificate of Designation relating Stockholders exercising its respective Come-Along Right; and (iii) in any case, at such other time and place as the parties to the Series B Preferred Stocksuch purchase and sale otherwise agree in writing. (c) Upon completion At the closing, the purchaser(s) shall deliver, by wire transfer or by certified or official bank check, an amount, in cash, equal to the full purchase price for the Shares or Common Stock Equivalents to be purchased unless the terms and conditions set forth in the Offer relating to such sale permit payment of the transactions required purchase price, in whole or in part, in installments or by Section 3.5, ASC and OCP shall execute an instrument (delivery of one or more promissory notes in form reasonably satisfactory to ASC and OCP) evidencing which event the repayment purchase price may be paid in full of Tranche C under the Resorts Credit Facility and the issuance of the shares of Common Stock same manner as set forth in repayment thereofsuch Offer. (d) In connection with any By delivering the certificates at the closing, the seller of the transactions required by Sections 3.4 such Shares or 3.5, ASC shall not be required to issue fractions of shares of Common Stock or New Series A Preferred Stock or Equivalents shall be deemed to distribute certificates which evidence fractions of such shares. In lieu of fractional shares, ASC shall pay, at the effective time of any conversion as herein provided, an amount in cash equal to such fraction multiplied by represent that (i) $2.22it has the power and authority to sell the Shares or Common Stock Equivalents being sold by such seller, in the case of Common Stock, or and (ii) $1,000the purchaser thereof will receive good title to such Shares or Common Stock Equivalents, in free and clear of all liens, security interests, pledges, charges, encumbrances, voting trusts and other similar rights of any kind or nature whatsoever, and preemptive rights, other than those created by this Agreement. The purchaser shall deliver at the case of New Series A Preferred Stockclosing an appropriate investment representation if required by the Securities Act.

Closing Procedures. (a) Immediately prior to the Effective Time, upon the filing of an amended and restated certificate of incorporation of ASC in accordance with Section 1.6 of the Merger Agreement and a certificate of designations relating to the New Series A Preferred Stock, substantially in the form attached to this Agreement as Exhibit B, the Series A Preferred Stock shall automatically be converted into shares of New Series A Preferred Stock and shares of Common Stock pursuant to Section 3.4(a) and certificates formerly representing such shares of Series A Preferred Stock shall, from and after such time, represent the right to receive that number of shares of New Series A Preferred Stock and shares of Common Stock provided in Section 3.4(a). Each holder shall surrender the certificate or certificates formerly representing the Series A Preferred Stock, duly endorsed, at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ at or prior to the Effective Time (or such other place as ASC shall reasonably request) and shall give written notice to ASC of the name or names in which the certificate or certificates for shares of New Series A Preferred Stock and Common Stock are to be issued. ASC shall, at the Effective Time, issue and deliver at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ to such holder of Series A Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of New Series A Preferred Stock and Common Stock to which such holder is entitled under Section 3.4(a). Such conversion shall be deemed to have been made as of the Effective Time, and the person or persons entitled to receive the shares of New Series A Preferred Stock and Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of New Series A Preferred Stock and Common Stock as of the Effective Time. When issued, the certificates evidencing such shares of New Series A Preferred Stock and Common Stock shall not bear legends or other notations relating to restrictions on transfer, other than as required pursuant to Article Thirteenth of the Certificate of Incorporation of ASC (as amended as of the Effective Time). (b) Except as specifically provided in this Agreement, the conversion of the Series B Preferred Stock into Common Stock shall occur as provided in Section 9(b) of the Certificate of Designation relating to the Series B Preferred Stock. (c) Upon completion of the transactions required by Section 3.5, ASC and OCP shall execute an instrument (in form reasonably satisfactory to ASC and OCP) evidencing the repayment in full of Tranche C under the Resorts Credit Facility and the issuance of the shares of Common Stock in repayment thereof. (d) In connection with any Recipient Member Put Transaction or Electing Member Call Transaction, the closing for the Company’s in-kind distribution to the Members of undivided interests in and to the Company’s interests in the applicable Outside Partnership and for the transfer of the transactions required by Sections 3.4 Recipient Member’s interest in and to the Company’s interests in the applicable Outside Partnership, pursuant to Section 9.8(d) or 3.5, ASC (e) shall not be required take place pursuant to issue fractions of shares of Common Stock or New Series A Preferred Stock or to distribute certificates which evidence fractions of such shares. In lieu of fractional shares, ASC shall pay, customary escrow arrangements at the effective time office of any conversion the applicable Designated Manager or such other location as herein providedmay be Approved by the Members. At the closing, an amount in cash equal the following shall be delivered to such fraction multiplied by the applicable party: (i) $2.22the Company (or applicable Subsidiary Entity) and the Members shall deliver each to the other a duly executed instrument of assignment and assumption, whereby the Company or applicable Subsidiary Entity assigns to the Members in accordance with their Proportionate Shares undivided interests in and to the Company’s interests in the case of Common Stockapplicable Outside Partnership, without any representations or warranties; (ii) $1,000the Recipient Member assigns the interest so acquired by it to the Electing Member or its nominated designee, without any representations or warranties; (iii) in connection with such transaction, the Members shall agree upon a reasonable arrangement for the allocation of the Assumed Archstone Liabilities and other liabilities that relate to the applicable Outside Partnership that the Electing Member would assume or succeed to, and the liabilities and recoveries that the Company would retain (and shall, in connection with the case consideration of New Series A Preferred Stocksuch arrangement, consider the manner in which such liabilities are handled in connection with the Electing Member’s acquisition of the interest of the Outside Partner in such Outside Partnership), and upon such agreement, the Company or applicable Subsidiary Entity and the Electing Member shall enter into an assumption agreement in a form and substance that is reasonably acceptable to the Members reflecting the terms of such arrangement; (iv) the Electing Member or its nominated designee delivers the applicable price to the Recipient Member by delivery at the closing of a wire transfer of good funds to an account designated by the Recipient Member; (v) the Members shall pay any applicable transfer, excise or similar taxes due in connection with the transfer of the interest in accordance with the terms and provisions governing the payment thereof that are set forth in the Outside Partner Purchase Offer and, if not set forth therein, such taxes shall be paid by the Electing Member or its nominated designee; (vi) if the Company, any Subsidiary Entity, the Recipient Member, its Affiliates or Parent shall be obligors under any obligations with respect to recourse Indebtedness or Guaranty Obligations that relate to such Outside Partnership, the Electing Member shall have obtained from the obligee thereof, for the benefit of each of such Persons, and shall deliver to each of such Persons on the applicable closing date, releases from such obligations as to matters on and after the date of such transfer and any consents required for such transfer; (vii) the Electing Member shall assume the Company’s obligations (if any) with respect to the related property mortgage debt (and obtain, as a condition to the consummation of such acquisition, the release of the Company, any Subsidiary Entity and the Recipient Member (and its Affiliates or Parent, if they are be obligors under any obligations with respect to recourse Indebtedness or Guaranty Obligations that relate to such Outside Partnership) from any guaranty or other recourse obligations that it may have undertaken with respect to the applicable Outside Partnership as to matters on and after the date of such acquisition) and, with respect to any such guaranty or other recourse obligations for which the Company, Subsidiary Entity or Recipient Member (and its Affiliates or Parent, if they are be obligors under any obligations with respect to recourse Indebtedness or Guaranty Obligations that relate to such Outside Partnership) has not been so released, the Members shall agree upon a reasonable arrangement for the allocation of such obligations as between the Electing Member, on the one hand, and the Company, Subsidiary Entity or Recipient Member (and its Affiliates or Parent, if they are obligors under any obligations with respect to recourse Indebtedness or Guaranty Obligations that relate to such Outside Partnership) (and shall, in connection with the consideration of such arrangement, consider the manner in which such obligations are handled in connection with the Electing Member’s acquisition of the interest of the Outside Partner in such Outside Partnership), and upon such agreement, the parties to which such obligations have been allocated shall enter into an assumption and indemnification agreement in a form and substance that is reasonably acceptable to the Members reflecting the terms of such arrangement; (viii) upon the closing date, the Company and Recipient Member shall execute and deliver all necessary tax forms, affidavits and certificates with respect to the transferor’s status as a foreign person and otherwise, and shall provide all necessary information in support thereof; and (ix) the Company and each Member shall cooperate and take all actions and execute all documents reasonably necessary or appropriate to consummate the transfer of such interest.

Closing Procedures. ([a) Immediately prior ] Unless otherwise agreed by the applicable parties, the closing of the purchase and sale of Common Units and/or Profits Interest Units pursuant to Section 14.1 or Section 14.2 will be completed at 10:00 a.m. local time on a date designated by the Member that provides the applicable Put Notice or Call Notice that is within 15 days after [i] delivering such Put Notice or Call Notice, or if a determination of the Appraised Unit Value is made pursuant to Section 14.3, after such determination is made, or [ii] such longer period as is reasonably required to satisfy all of the conditions set forth in Section 14.4[c]. At the closing, the applicable selling Members will deliver to the Effective Time, upon the filing applicable purchasing Member a written instrument of an amended and restated certificate of incorporation of ASC in accordance with Section 1.6 of the Merger Agreement and a certificate of designations relating to the New Series A Preferred Stockassignment, substantially in the form attached to this Agreement hereto as Exhibit BA, transferring their respective Units to the Series A Preferred Stock shall automatically purchasing Member free and clear of Liens, and the purchasing Member will pay the applicable purchase price. The closing will be converted into shares consummated at the principal executive offices of New Series A Preferred Stock the Company unless the GCI Member and shares of the AKD Holdings Member otherwise agree. [b] The Member transferring any Common Stock Units and/or Profits Interest Units pursuant to Section 3.4(a) 14.1 or Section 14.2 shall be deemed to have represented and certificates formerly representing warranted that: [i] the purchaser will receive good and valid title to the applicable Units free and clear of all Liens of any nature whatsoever; and [ii] all of such shares Units can be purchased and sold without any notice to, or consent, approval, order or authorization of, or declaration or filing with, any other Person other than those already obtained and except for any required Governmental Approvals. [c] The closing of Series A Preferred Stock shallany purchase and sale of Units will be subject to the satisfaction of the following conditions, from it being agreed that the parties will use Commercially Reasonable Efforts to cause such conditions to be met: [i] all material consents, notices, approvals, including Governmental Approvals expressly required with respect to the transactions to be consummated at such closing will have been obtained; and after [ii] there will be no preliminary or permanent injunction or other order by any court of competent jurisdiction restricting, preventing or prohibiting the consummation of the transactions to be consummated at such timeclosing. [d] Unless the applicable parties agree otherwise, represent the right purchase price on any purchase and sale of Units will be payable by wire transfer of same day funds to receive that number of shares of New Series A Preferred Stock and shares of Common Stock provided in Section 3.4(a). Each holder shall surrender an account at a bank designated by the certificate or certificates formerly representing the Series A Preferred Stockapplicable party, duly endorsed, at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ at or such designation to be made no less than two Business Days prior to the Effective Time (or such other place as ASC shall reasonably request) applicable closing. [e] Except for Sections 13.4[a] and shall give written notice to ASC 13.4[b], each of the name or names in which the certificate or certificates for shares of New Series A Preferred Stock and Common Stock are to be issued. ASC shall, at the Effective Time, issue and deliver at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ to such holder of Series A Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of New Series A Preferred Stock and Common Stock to which such holder is entitled under Section 3.4(a). Such conversion shall be deemed to have been made waived, all conditions set forth in Section 13.4 must also be satisfied. [f] Notwithstanding the failure of any Member to assign or deliver certificates representing Units on the applicable closing date as required by this Section 14.4, from and after the applicable closing date, the purchaser of the Effective Timeapplicable Units shall for all purposes be deemed the record and beneficial owner of such Units, and the person or persons entitled selling Member shall have only the right to receive the shares of New Series A Preferred Stock applicable purchase price for such Units, without interest, and Common Stock issuable any certificates representing the applicable Units shall represent only the right to receive the applicable purchase price, without interest, upon such conversion shall be treated for all purposes as the record holder or holders of such shares of New Series A Preferred Stock and Common Stock as of the Effective Time. When issued, the certificates evidencing such shares of New Series A Preferred Stock and Common Stock shall not bear legends or other notations relating to restrictions on transfer, other than as required pursuant to Article Thirteenth of the Certificate of Incorporation of ASC (as amended as of the Effective Time). (b) Except as specifically provided in this Agreement, the conversion of the Series B Preferred Stock into Common Stock shall occur as provided in Section 9(b) of the Certificate of Designation relating surrender thereof to the Series B Preferred Stockpurchaser. (c) Upon completion of the transactions required by Section 3.5, ASC and OCP shall execute an instrument (in form reasonably satisfactory to ASC and OCP) evidencing the repayment in full of Tranche C under the Resorts Credit Facility and the issuance of the shares of Common Stock in repayment thereof. (d) In connection with any of the transactions required by Sections 3.4 or 3.5, ASC shall not be required to issue fractions of shares of Common Stock or New Series A Preferred Stock or to distribute certificates which evidence fractions of such shares. In lieu of fractional shares, ASC shall pay, at the effective time of any conversion as herein provided, an amount in cash equal to such fraction multiplied by (i) $2.22, in the case of Common Stock, or (ii) $1,000, in the case of New Series A Preferred Stock.

Closing Procedures. (a) Immediately The closing of any purchase and sale of any series of Preferred Units pursuant to this Agreement (each such date, a “Closing Date”) shall occur on the business day prior to the Effective Timeapplicable Maturity Date or, upon in the filing case of an amended and restated certificate of incorporation of ASC in accordance with Section 1.6 exercise of the Merger Agreement and a certificate of designations relating to the New Series A Preferred Stock, substantially in the form attached to this Agreement as Exhibit B, the Series A Preferred Stock shall automatically be converted into shares of New Series A Preferred Stock and shares of Common Stock Put Right pursuant to Section 3.4(a) 1.2(e), the fifth business day following the end of the Change of Control Put Period, as applicable, and certificates formerly representing such shares of Series A Preferred Stock shall, from and after such time, represent the right to receive that number of shares of New Series A Preferred Stock and shares of Common Stock provided in Section 3.4(a). Each holder shall surrender the certificate or certificates formerly representing the Series A Preferred Stock, duly endorsed, take place at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ at or prior location and in the manner agreed to between the Effective Time (or such other place as ASC shall reasonably request) and shall give written notice to ASC of the name or names in which the certificate or certificates for shares of New Series A Preferred Stock and Common Stock are to be issued. ASC shall, at the Effective Time, issue and deliver at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ to such holder of Series A Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of New Series A Preferred Stock and Common Stock to which such holder is entitled under Section 3.4(a). Such conversion shall be deemed to have been made as of the Effective Time, and the person or persons entitled to receive the shares of New Series A Preferred Stock and Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of New Series A Preferred Stock and Common Stock as of the Effective Time. When issued, the certificates evidencing such shares of New Series A Preferred Stock and Common Stock shall not bear legends or other notations relating to restrictions on transfer, other than as required pursuant to Article Thirteenth of the Certificate of Incorporation of ASC (as amended as of the Effective Time)parties. (b) Except On a Closing Date, (i) Investor shall, if directed by Brookfield under Section 1.1(a) or 1.2(c), deliver an Exchange Notice (as specifically provided such term is defined in this Agreement, Part II of Schedule A to the conversion Amended LPA) to Property Partnership and/or waive the application of the Series B Automatic Exchange Provision, (ii) Investor (or a Permitted Transferee, as the case may be) will deliver (A) the certificates representing the Preferred Stock into Common Stock shall occur as provided Units being sold pursuant to this Agreement on such Closing Date (duly endorsed for transfer by Investor (or such Permitted Transferee) or accompanied by duly executed unit transfer powers) or (B) irrevocable instructions to DTC to transfer the Preferred Units by book-entry-transfer, to Brookfield free and clear of any lien, claim, encumbrance, security interest or adverse claim or interest other than under applicable securities laws or provisions restricting transfer contained in Section 9(bthe Amended LPA, and (ii) Brookfield will pay the aggregate Put/Call Price by wire transfer of the Certificate of Designation relating immediately available funds to the Series B Preferred Stockan account designated by Investor (or such Permitted Transferee) at least two business days prior to such Closing Date. (c) Upon completion On a Closing Date, Investor (or a Permitted Transferee, as the case may be) will deliver a certificate addressed to Brookfield in which it will certify that Investor (or such Permitted Transferee) is the sole registered and beneficial owner of the transactions required by Section 3.5Preferred Units being sold pursuant to this Agreement on such Closing Date and that such Preferred Units are being delivered free and clear of any lien, ASC claim, encumbrance, security interest or adverse claim or interest other than under applicable securities laws or provisions restricting transfer contained in the Amended LPA, and OCP Investor and Brookfield shall execute an instrument (in form reasonably satisfactory take such action as necessary to ASC and OCP) evidencing cause the repayment in full register of Tranche C under Limited Partners of Property Partnership to be updated to reflect the Resorts Credit Facility and the issuance transfer of the shares of Common Stock in repayment thereofPreferred Units so purchased. (d) In connection with any of On and after the transactions required by Sections 3.4 or 3.5Closing Date, ASC Brookfield shall not be required considered and deemed for all purposes to issue fractions of shares of Common Stock or New Series A Preferred Stock or to distribute certificates which evidence fractions be a holder of such shares. In lieu of fractional shares, ASC Preferred Units and Brookfield shall pay, at be entitled to receive the effective time full amount of any conversion distributions declared on the Preferred Units purchased pursuant to this Agreement but unpaid as herein provided, an amount in cash equal to of such fraction multiplied by (i) $2.22, in the case of Common Stock, or (ii) $1,000, in the case of New Series A Preferred Stockdate.

Closing Procedures. (a) Immediately prior Each Noteholder shall deliver to the Effective TimeBorrower and the SPAC any information that is reasonably requested in the De-SPAC Completion Exchange Closing Notice that is required in order to enable the SPAC to issue the Acquired Shares, upon including, without limitation, (i) a certification that such Noteholder is an “accredited investor” (within the filing meaning of Rule 501 of Regulation D under the Securities Act) and an amended and restated certificate “Institutional Account” (within the meaning of incorporation of ASC in accordance with Section 1.6 of the Merger Agreement and a certificate of designations relating to the New Series A Preferred StockFINRA Rule 4512(c)), substantially in the form attached to this Agreement as of Exhibit BA hereto, (ii) the Series A Preferred Stock shall automatically be converted into shares legal name of New Series A Preferred Stock and shares of Common Stock pursuant to Section 3.4(a) and certificates formerly representing such shares of Series A Preferred Stock shall, from and after such time, represent the right to receive that number of shares of New Series A Preferred Stock and shares of Common Stock provided in Section 3.4(a). Each holder shall surrender the certificate or certificates formerly representing the Series A Preferred Stock, duly endorsed, at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ at or prior to the Effective Time Person (or nominee) in whose name such other place as ASC shall reasonably request) and shall give written notice to ASC of the name or names in which the certificate or certificates for shares of New Series A Preferred Stock and Common Stock Acquired Shares are to be issued. ASC shall, at the Effective Time, issue issued and deliver at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ to such holder of Series A Preferred Stock, (iii) a duly completed and executed IRS Form W-9 or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of New Series A Preferred Stock and Common Stock to which such holder is entitled under Section 3.4(a). Such conversion shall be deemed to have been made as of the Effective Time, and the person or persons entitled to receive the shares of New Series A Preferred Stock and Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of New Series A Preferred Stock and Common Stock as of the Effective Time. When issued, the certificates evidencing such shares of New Series A Preferred Stock and Common Stock shall not bear legends or other notations relating to restrictions on transfer, other than as required pursuant to Article Thirteenth of the Certificate of Incorporation of ASC (as amended as of the Effective Time).appropriate Form W-8; and (b) Except The SPAC shall deliver to each Noteholder (i) at or as specifically provided in this Agreementpromptly as practicable after the De-SPAC Completion Exchange Closing, the conversion Acquired Shares in book entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under applicable securities laws), in the name of such Noteholder (or its nominee in accordance with its delivery instructions) or to a custodian designated by such Noteholder, as applicable, and (ii) as promptly as practicable after the De-SPAC Completion Exchange Closing, a copy of the Series B Preferred Stock into Common Stock shall occur records of, or correspondence from, the SPAC’s transfer agent reflecting such Noteholder as provided in Section 9(b) the owner of the Certificate Acquired Shares on and as of Designation relating to the Series B Preferred Stockdate of the De-SPAC Completion Exchange Closing. Each book entry for the Acquired Shares shall contain a legend in substantially the following form: THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE FEDERAL, STATE AND FOREIGN SECURITIES LAWS. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. (c) Upon completion of Prior to or upon the transactions required by Section 3.5De-SPAC Completion Exchange Closing, ASC and OCP each Noteholder shall execute an instrument (and deliver such additional documents and take such additional actions as the Borrower or the SPAC reasonably may deem to be practical and necessary in form reasonably satisfactory order to ASC consummate the De-SPAC Completion Exchange as contemplated by this Note, including the filing of any notices under U.S. federal and OCP) evidencing the repayment in full of Tranche C under the Resorts Credit Facility and the issuance of the shares of Common Stock in repayment thereofstate securities laws. (d) In At the De-SPAC Closing, and as a condition to the De-SPAC Completion Exchange, the SPAC, the Noteholder and the other parties thereto will enter into the Registration Rights Agreement substantially in the form attached hereto as Exhibit B hereto. (e) The SPAC hereby agrees to use its best efforts to maintain the listing or quotation of the Common Stock on the NYSE (as defined below) (or Nasdaq) until the De-SPAC Closing and, prior to the De-SPAC Closing, the SPAC shall apply to list or quote the Common Stock and all of the Acquired Shares on Nasdaq or the NYSE, as determined by the SPAC, and promptly secure the listing of the Common Stock (including the Acquired Shares) on Nasdaq or the NYSE, as applicable. The SPAC agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with any such electronic transfer. (f) Prior to the earlier of the transactions required by Sections 3.4 De-SPAC Termination Event or 3.5the De-SPAC Completion Exchange Closing, ASC each of the SPAC and the Borrower agree that it shall not be required enter into any subscription or other agreement with respect to issue fractions of shares the issuance and sale of Common Stock or New Series A Preferred Stock any other equity or equity equivalent that includes terms that are materially more favorable to distribute certificates which evidence fractions of such shares. In lieu of fractional shares, ASC shall pay, at the effective time of any conversion as herein provided, an amount in cash equal parties to such fraction multiplied by subscription or other agreements than the terms of this Note, except to the extent required to comply with such party’s policies and procedures or rules and regulations applicable to such party. (g) Unless and until the De-SPAC Termination Event shall have occurred, this Note shall remain automatically exchangeable in accordance with this Section 2 concurrently with the consummation of the De-SPAC Transactions. (h) The parties hereto agree and acknowledge that the Noteholders shall have no rights in or with respect to any class of the SPAC’s, Borrower’s or any of their respective Affiliates’ Equity Interests unless and until SPAC delivers to the Noteholders the Acquired Shares pursuant to Section 2.2(b). (i) $2.22Each party’s obligations under this Section 2.2 shall survive the termination of this Note and the repayment, satisfaction or discharge of all obligations under this Note in the case of Common Stock, or (ii) $1,000, in the case of New Series A Preferred Stockconnection with a De-SPAC Completion Exchange.

Closing Procedures. (a1) Immediately prior to the Effective Time, upon the filing of an amended and restated certificate of incorporation of ASC in accordance with Section 1.6 The completion of the Merger Agreement and a certificate of designations relating to the New Series A Preferred Stock, substantially in the form attached to this Agreement as Exhibit B, the Series A Preferred Stock shall automatically be converted into shares of New Series A Preferred Stock and shares of Common Stock pursuant to Section 3.4(a) and certificates formerly representing such shares of Series A Preferred Stock shall, from and after such time, represent the right to receive that number of shares of New Series A Preferred Stock and shares of Common Stock provided in Section 3.4(a). Each holder shall surrender the certificate or certificates formerly representing the Series A Preferred Stock, duly endorsed, Option Transaction will take place at the offices of Stikeman Elliott LLP, Suite ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ at or prior to the Effective Time (or such other place as ASC shall reasonably request) and shall give written notice to ASC of the name or names in which the certificate or certificates for shares of New Series A Preferred Stock and Common Stock are to be issued. ASC shall, at the Effective Time, issue and deliver at the offices of ▇▇▇▇, Weiss, Rifkind▇ ▇▇▇▇, ▇▇▇▇▇▇▇ & ▇, ▇▇▇▇▇▇▇▇ , at the Time of Closing on the Closing Date or at such other place, on such other date and at such other time as the parties to the Option Transaction may agree to in writing. (2) Prior to the closing of the Option Transaction, any indebtedness owing by the Corporation and its Affiliates to any of the Shareholders, the Principals or their respective Affiliates, prior to July 6, 2010, shall be capitalized and converted to Shares. On or prior to such holder conversion each of Series A Preferred StockGF, or PF and JF (the “Insured Principals”) shall have the right to obtain from Holdings an assignment to him of the whole life policy of insurance on his life owned by the Corporation, particulars of which are set forth on Schedule Error! Reference source not found. of this Agreement. Such assignment shall be made upon a written request therefore and in consideration of the reduction of the indebtedness owing at that time by the Corporation to the nominee Insured Principal making such request or nominees any corporation in respect of which he is a Principal by way of the set-off of the Cash Surrender Value of such holderpolicy as at the date of such assignment against such indebtedness, a certificate or certificates for provided that in the number event that such Cash Surrender Value is then more than the amount of shares such indebtedness, the amount of New Series A Preferred Stock and Common Stock to which such holder is entitled under Section 3.4(a). Such conversion the shortfall shall be deemed paid in full. Until the said policies are assigned to have been made as GF, PF and JF, respectively, the premiums shall be paid by the Corporation. (3) Subject to satisfaction or waiver by MPA of any conditions of closing, at the closing of the Effective Time, Option Transaction: (a) The Corporation will issue and the person or persons entitled deliver to receive the shares of New Series A Preferred Stock and Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of New Series A Preferred Stock and Common Stock as MPA (i) actual possession of the Effective Time. When issued, share certificates representing the certificates evidencing such shares of New Series A Preferred Stock Optioned Shares and Common Stock shall not bear legends or other notations relating to restrictions on transfer, other than as required pursuant to Article Thirteenth (ii) a certified copy of the Certificate of Incorporation of ASC (as amended as resolution of the Effective Time).directors of the Corporation approving the issuance of the Optioned Shares to MPA; and (b) Except as specifically provided in this AgreementSubject to Section 6.2, MPA will pay or satisfy the Purchase Price for the Optioned Shares by delivering to the Corporation a certified cheque, bank draft or wire transfer of immediately available funds and, if applicable, the conversion original executed version of the Series B Preferred Stock into Common Stock shall occur as provided in Section 9(b) of the Certificate of Designation relating to the Series B Preferred Stock.Debenture; and (c) Upon completion The Corporation, the Shareholders and MPA will deliver an executed copy of the transactions required by Section 3.5, ASC and OCP shall execute an instrument (in form reasonably satisfactory to ASC and OCP) evidencing the repayment in full of Tranche C under the Resorts Credit Facility and the issuance of the shares of Common Stock in repayment thereofPost Option Shareholders Agreement. (d) In connection with any of the transactions required by Sections 3.4 or 3.5, ASC shall not be required to issue fractions of shares of Common Stock or New Series A Preferred Stock or to distribute certificates which evidence fractions of such shares. In lieu of fractional shares, ASC shall pay, at the effective time of any conversion as herein provided, an amount in cash equal to such fraction multiplied by (i) $2.22, in the case of Common Stock, or (ii) $1,000, in the case of New Series A Preferred Stock.

Closing Procedures. (a) Immediately prior From time to time, but no less frequently than the first and sixteenth day of every calendar month after the Effective Date, and until termination of the Offering, there shall be a closing held on said date (a "Closing Date") with respect to the Effective Time, upon the filing of an amended and restated certificate of incorporation of ASC Units in accordance with the terms and procedures set forth in this Section 1.6 7; provided, however, if the first or sixteenth day of any such month shall not be a business day, such closing shall be held on the next succeeding business day. Notwithstanding the foregoing and until the Minimum Offering is met, all subscriptions received by the Placement Agent: (i) shall be transmitted to the Escrow Agent by noon of the Merger Agreement and a certificate next business day after the receipt of designations relating such subscriptions; (ii) shall be held in escrow pursuant to the New Series A Preferred StockEscrow Agreement; and (iii) if the Minimum Offering is not met, substantially shall be returned to prospective investors in accordance with the Prospectus and the Escrow Agreement. This Section 7 shall be subject to the terms and conditions contained in the form attached to this Agreement as Exhibit BEscrow Agreement. (b) Upon receipt of each subscription agreement, the Series A Preferred Stock Placement Agent shall automatically be converted into shares of New Series A Preferred Stock review the same to ensure that each subscription agreement is properly completed and shares of Common Stock to determine whether each investor is qualified, both from an overall suitability viewpoint and pursuant to Section 3.4(athe relevant blue sky laws, and the Placement Agent shall ensure that each investor resides in a state in which the Company is permitted to sell its Units (based upon the latest blue sky memorandum provided to the Placement Agent by counsel to the Company indicating those states in which the Units are exempt from registration, those states in which registration is being sought and those states in which no registration is being sought). The Placement Agent shall ensure that: (i) and certificates formerly representing such shares of Series A Preferred Stock shall, from and after such time, represent each investor's check is properly (1) made for the right to receive that number of shares of New Series A Preferred Stock and shares of Common Stock correct amount as provided in Section 3.4(a). Each holder shall surrender the certificate or certificates formerly representing the Series A Preferred Stock, duly endorsed, at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇subscription agreement and (2) made payable to "▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ at or prior Fargo Bank fbo USA Capital First Trust Deed Fund" until the Minimum Offering is met and then to the Effective Time Company once the Minimum Offering is met; and (or such other place as ASC shall reasonably requestii) and shall give written notice to ASC of the name or names in which the certificate or certificates for shares of New Series A Preferred Stock and Common Stock are to be issued. ASC shall, at the Effective Time, issue and deliver at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ to such holder of Series A Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates each wire transfer has cleared for the number of shares of New Series A Preferred Stock and Common Stock to which such holder is entitled under Section 3.4(a). Such conversion shall be deemed to have been made as of the Effective Time, and the person or persons entitled to receive the shares of New Series A Preferred Stock and Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of New Series A Preferred Stock and Common Stock as of the Effective Time. When issued, the certificates evidencing such shares of New Series A Preferred Stock and Common Stock shall not bear legends or other notations relating to restrictions on transfer, other than as required pursuant to Article Thirteenth of the Certificate of Incorporation of ASC (as amended as of the Effective Time). (b) Except as specifically provided in this Agreement, the conversion of the Series B Preferred Stock into Common Stock shall occur correct amount as provided in Section 9(b) of the Certificate of Designation relating to the Series B Preferred Stocksubscription agreement. (c) Upon completion Three (3) days prior to each Closing Date, the Placement Agent shall furnish to the Company, together with a copy of the transactions required subscription agreements, a list of all the investors to be admitted to the Company as members on said Closing Date, including (i) the exact name of each investor, (ii) the address of each investor, (iii) the social security number or employer identification number of each investor, (iv) the amount invested by Section 3.5each investor, ASC and OCP (v) the number of Units for which each investor subscribed. Upon receipt of such notice by the Placement Agent and to the extent that the Company proposes to issue membership certificates, the Company shall execute an instrument (deliver membership certificates to the Placement Agent for transmittal to the investors, where such membership certificates shall be registered in form reasonably satisfactory to ASC such name or names and OCP) evidencing shall be in such denominations as the repayment in full of Tranche C under Placement Agent may request from the Resorts Credit Facility and the issuance of the shares of Common Stock in repayment thereofCompany. (d) In connection with any Upon meeting the Minimum Offering Amount, the Placement Agent and the Company shall give the Escrow Agent written notice that one hundred percent (100%) of the transactions required proceeds in the escrow account pertaining to the investors that are to be admitted to the Company on the relevant Closing Date shall be released and disbursed to an account specified by Sections 3.4 the Company on said Closing Date and none of the proceeds in the escrow may be released or 3.5disbursed to the Placement Agent on said Closing Date. Each notice shall specify the exact amounts to be released and disbursed to the Company and to the Placement Agent and shall provide the necessary wiring instructions to the Escrow Agent. Concurrently with the closing related to the satisfaction of the Minimum Offering Amount, ASC the Manager shall not be required provide payment to issue fractions of shares of Common Stock or New Series A Preferred Stock or to distribute certificates which evidence fractions of such shares. In lieu of fractional shares, ASC shall pay, at the effective time of any conversion as herein provided, Placement Agent in an amount in cash equal to such fraction multiplied by one and one quarter percent (i1.25%) $2.22, of the proceeds in the case escrow account that related to the closing on said Closing Date. (e) Once the Minimum Offering Amount has been met and within three (3) days prior to each Closing Date, the Placement Agent shall give the Company written notice that one hundred percent (100%) of Common Stockthe proceeds pertaining to the investors that are to be admitted to the Company on the relevant Closing Date shall be released and disbursed to an account specified by the Company on said Closing Date, or and the Manager shall give to the Placement Agent written notice that an amount equal to one and one quarter percent (ii1.25%) $1,000, in of the case of New Series A Preferred Stockproceeds pertaining to the investors that are to be admitted to the Company on the relevant Closing Date shall be paid to the Placement Agent.

Closing Procedures. (a) Immediately prior From time to time, but no less frequently than the first and sixteenth day of every calendar month after the Effective Date, and until termination of the Offering, there shall be a closing held on said date (a “Closing Date”) with respect to the Effective Time, upon the filing of an amended and restated certificate of incorporation of ASC Units in accordance with the terms and procedures set forth in this Section 1.6 7; provided, however, if the first or sixteenth day of the Merger Agreement and any such month shall not be a certificate of designations relating to the New Series A Preferred Stockbusiness day, substantially in the form attached to this Agreement as Exhibit B, the Series A Preferred Stock shall automatically be converted into shares of New Series A Preferred Stock and shares of Common Stock pursuant to Section 3.4(a) and certificates formerly representing such shares of Series A Preferred Stock shall, from and after such time, represent the right to receive that number of shares of New Series A Preferred Stock and shares of Common Stock provided in Section 3.4(a). Each holder shall surrender the certificate or certificates formerly representing the Series A Preferred Stock, duly endorsed, at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ at or prior to the Effective Time (or such other place as ASC shall reasonably request) and shall give written notice to ASC of the name or names in which the certificate or certificates for shares of New Series A Preferred Stock and Common Stock are to be issued. ASC shall, at the Effective Time, issue and deliver at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ to such holder of Series A Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of New Series A Preferred Stock and Common Stock to which such holder is entitled under Section 3.4(a). Such conversion closing shall be deemed to have been made as of held on the Effective Time, and the person or persons entitled to receive the shares of New Series A Preferred Stock and Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of New Series A Preferred Stock and Common Stock as of the Effective Time. When issued, the certificates evidencing such shares of New Series A Preferred Stock and Common Stock shall not bear legends or other notations relating to restrictions on transfer, other than as required pursuant to Article Thirteenth of the Certificate of Incorporation of ASC (as amended as of the Effective Time)next succeeding business day. (b) Except as specifically provided in this AgreementUpon receipt of each subscription agreement, the conversion of Placement Agent shall review the Series B Preferred Stock into Common Stock same to ensure that each subscription agreement is properly completed and to determine whether each investor is qualified, both from an overall suitability viewpoint and pursuant to the relevant blue sky laws, and the Placement Agent shall occur ensure that each investor resides in a state in which the Company is permitted to sell its Units (based upon the latest blue sky memorandum provided to the Placement Agent by counsel to the Company indicating those states in which the Units are exempt from registration, those states in which registration is being sought and those states in which no registration is being sought). The Placement Agent shall ensure that: (i) each investor’s check is properly (1) made for the correct amount as provided in Section 9(bthe subscription agreement and (2) of the Certificate of Designation relating made payable to the Series B Preferred StockCompany; and (ii) each wire transfer has cleared for the correct amount as provided in the subscription agreement. (c) Upon completion Three (3) days prior to each Closing Date (or by such other deadline established by the Company), the Placement Agent shall furnish to the Company, together with a copy of the transactions required subscription agreements, a list of all the investors to be admitted to the Company as members on said Closing Date, including (i) the exact name of each investor, (ii) the address of each investor, (iii) the social security number or employer identification number of each investor, (iv) the amount invested by Section 3.5each investor, ASC and OCP (v) the number of Units for which each investor subscribed. Upon receipt of such notice by the Placement Agent and to the extent that the Company proposes to issue membership certificates, the Company shall execute an instrument (deliver membership certificates to the Placement Agent for transmittal to the investors, where such membership certificates shall be registered in form reasonably satisfactory to ASC such name or names and OCP) evidencing shall be in such denominations as the repayment in full of Tranche C under Placement Agent may request from the Resorts Credit Facility and the issuance of the shares of Common Stock in repayment thereofCompany. (d) In connection with any Within three (3) days prior to each Closing Date, the Placement Agent shall give the Company written notice that one hundred percent (100%) of the transactions required proceeds pertaining to the investors that are to be admitted to the Company on the relevant Closing Date shall be released and disbursed to an account specified by Sections 3.4 or 3.5the Company on said Closing Date, ASC and the Manager shall not be required give to issue fractions of shares of Common Stock or New Series A Preferred Stock or to distribute certificates which evidence fractions of such shares. In lieu of fractional shares, ASC shall pay, at the effective time of any conversion as herein provided, Placement Agent written notice that an amount in cash equal to such fraction multiplied by up to three percent (i3.0%) $2.22, in of the case of Common Stock, or (ii) $1,000, in proceeds pertaining to the case of New Series A Preferred Stockinvestors that are to be admitted to the Company on the relevant Closing Date shall be paid to the Placement Agent.

Closing Procedures. (a) Immediately prior The Investor shall deliver to Holdings any information that is reasonably requested in the Effective TimeClosing Notice that is required in order to enable Holdings to issue the Acquired Shares, upon including, without limitation, (i) a certification that the filing Investor is a “qualified institutional buyer” (as defined in Rule 144A promulgated under the Securities Act) or an “accredited investor” (within the meaning of an amended and restated certificate of incorporation of ASC in accordance with Section 1.6 Rule 501(a) of the Merger Agreement and a certificate of designations relating to the New Series A Preferred StockSecurities Act), substantially in the form attached to this Agreement as Exhibit B, the Series of Schedule A Preferred Stock shall automatically be converted into shares of New Series A Preferred Stock and shares of Common Stock pursuant to Section 3.4(a) and certificates formerly representing such shares of Series A Preferred Stock shall, from and after such time, represent the right to receive that number of shares of New Series A Preferred Stock and shares of Common Stock provided in Section 3.4(a). Each holder shall surrender the certificate or certificates formerly representing the Series A Preferred Stock, duly endorsed, at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ at or prior to the Effective Time Subscription Agreement, (ii) the legal name of the person (or nominee) in whose name such other place as ASC shall reasonably request) and shall give written notice to ASC of the name or names in which the certificate or certificates for shares of New Series A Preferred Stock and Common Stock Acquired Shares are to be issued. ASC shall, at the Effective Time, issue issued and deliver at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ to such holder of Series A Preferred Stock, (iii) a duly completed and executed Internal Revenue Service Form W-9 or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of New Series A Preferred Stock and Common Stock to which such holder is entitled under Section 3.4(a). Such conversion shall be deemed to have been made as of the Effective Time, and the person or persons entitled to receive the shares of New Series A Preferred Stock and Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of New Series A Preferred Stock and Common Stock as of the Effective Time. When issued, the certificates evidencing such shares of New Series A Preferred Stock and Common Stock shall not bear legends or other notations relating to restrictions on transfer, other than as required pursuant to Article Thirteenth of the Certificate of Incorporation of ASC (as amended as of the Effective Time).appropriate Form W-8; and (b) Except Holdings shall deliver to the Investor (i) at or as specifically provided in this Agreementpromptly as practicable after the Closing, the conversion Acquired Shares in book entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under applicable securities laws), in the name of the Series B Preferred Stock into Common Stock shall occur Investor (or its nominee in accordance with its delivery instructions) or to a custodian designated by the Investor, as provided in Section 9(bapplicable, and (ii) as promptly as practicable after the Closing, a copy of the Certificate records of, or correspondence from, Holdings’ transfer agent reflecting the Investor as the owner of Designation relating to the Series B Preferred StockAcquired Shares on and as of the Closing Date. Each book entry for the Acquired Shares shall contain a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. THE HOLDER WILL NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY OF THE RESALE RESTRICTIONS REFERRED TO ABOVE. (c) Upon completion of Prior to or upon the transactions required by Section 3.5De-SPAC Completion Exchange, ASC and OCP the Investor shall execute an instrument (and deliver such additional documents and take such additional actions as Holdings reasonably may deem to be practical and necessary in form reasonably satisfactory order to ASC consummate the De-SPAC Completion Exchange as contemplated by this Convertible Note, including the filing of any notices under U.S. federal and OCP) evidencing the repayment in full of Tranche C under the Resorts Credit Facility and the issuance of the shares of Common Stock in repayment thereofstate securities laws. (d) In connection Unless and until a BCA Termination shall have occurred, this Convertible Note shall remain automatically exchangeable in accordance with any this Article 2 concurrently with the consummation of the transactions required by Sections 3.4 Company Merger. (e) The parties hereto agree and acknowledge that the Investor shall have no rights in or 3.5, ASC shall not be required with respect to issue fractions any class of shares of Common Stock or New Series A Preferred Stock or Holdings stock unless and until Holdings delivers to distribute certificates which evidence fractions of such shares. In lieu of fractional shares, ASC shall pay, at the effective time of any conversion as herein provided, an amount in cash equal Investor the Acquired Shares pursuant to such fraction multiplied by (i) $2.22, in the case of Common Stock, or (ii) $1,000, in the case of New Series A Preferred StockSection 2.2(b).

Closing Procedures. (a1) Immediately prior to the Effective Time, upon the filing of an amended and restated certificate of incorporation of ASC in accordance with Section 1.6 The completion of the Merger Agreement and a certificate of designations relating to the New Series A Preferred Stock, substantially in the form attached to this Agreement as Exhibit B, the Series A Preferred Stock shall automatically be converted into shares of New Series A Preferred Stock and shares of Common Stock pursuant to Section 3.4(a) and certificates formerly representing such shares of Series A Preferred Stock shall, from and after such time, represent the right to receive that number of shares of New Series A Preferred Stock and shares of Common Stock provided in Section 3.4(a). Each holder shall surrender the certificate or certificates formerly representing the Series A Preferred Stock, duly endorsed, Option Transaction will take place at the offices of Stikeman Elliott LLP, Suite ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ at or prior to the Effective Time (or such other place as ASC shall reasonably request) and shall give written notice to ASC of the name or names in which the certificate or certificates for shares of New Series A Preferred Stock and Common Stock are to be issued. ASC shall, at the Effective Time, issue and deliver at the offices of ▇▇▇▇, Weiss, Rifkind▇ ▇▇▇▇, ▇▇▇▇▇▇▇ & ▇, ▇▇▇▇▇▇▇▇ , at the Time of Closing on the Closing Date or at such other place, on such other date and at such other time as the parties to the Option Transaction may agree to in writing. (2) Prior to the closing of the Option Transaction, any indebtedness owing by the Corporation and its Affiliates to any of the Shareholders, the Principals or their respective Affiliates, prior to July 6, 2010, shall be capitalized and converted to Shares. On or prior to such holder conversion each of Series A Preferred StockGF, or PF and JF (the “Insured Principals”) shall have the right to obtain from Holdings an assignment to him of the whole life policy of insurance on his life owned by the Corporation, particulars of which are set forth on Schedule 7.1(2) of this Agreement. Such assignment shall be made upon a written request therefore and in consideration of the reduction of the indebtedness owing at that time by the Corporation to the nominee Insured Principal making such request or nominees any corporation in respect of which he is a Principal by way of the set-off of the Cash Surrender Value of such holderpolicy as at the date of such assignment against such indebtedness, a certificate or certificates for provided that in the number event that such Cash Surrender Value is then more than the amount of shares such indebtedness, the amount of New Series A Preferred Stock and Common Stock to which such holder is entitled under Section 3.4(a). Such conversion the shortfall shall be deemed paid in full. Until the said policies are assigned to have been made as GF, PF and JF, respectively, the premiums shall be paid by the Corporation. (3) Subject to satisfaction or waiver by MPA of any conditions of closing, at the closing of the Effective TimeOption Transaction: (a) The Corporation (or Opco and Introcan, and the person or persons entitled to receive the shares of New Series A Preferred Stock and Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of New Series A Preferred Stock case may be) will issue and Common Stock as deliver to MPA (i) actual possession of the Effective Time. When issued, share certificates representing the certificates evidencing such shares of New Series A Preferred Stock Optioned Shares and Common Stock shall not bear legends or other notations relating to restrictions on transfer, other than as required pursuant to Article Thirteenth (ii) a certified copy of the Certificate of Incorporation of ASC (as amended as resolution of the Effective Time).directors of the Corporation (or Opco and Introcan, as the case may be) approving the issuance of the Optioned Shares to MPA; and (b) Except Subject to Section 6.2, MPA will pay or satisfy the Option Purchase Price by delivering to the Corporation (or Opco and Introcan, as specifically provided in this Agreementthe case may be) a certified cheque, bank draft or wire transfer of immediately available funds and, if applicable, the conversion original executed version of the Series B Preferred Stock into Common Stock shall occur as provided in Section 9(b) of the Certificate of Designation relating to the Series B Preferred Stock.Debenture; and (c) Upon completion The Corporation, the Shareholders and MPA will deliver an executed copy of the transactions required by Section 3.5Post Option Shareholders Agreement and evidence of any indebtedness in favour of MPA (including the Debenture, ASC and OCP shall execute an instrument (in form reasonably satisfactory to ASC and OCPor a portion thereof, as applicable) evidencing that will survive the repayment in full of Tranche C under the Resorts Credit Facility and the issuance closing of the shares of Common Stock in repayment thereofOption Transaction. (d) In connection with any of the transactions required by Sections 3.4 or 3.5, ASC shall not be required to issue fractions of shares of Common Stock or New Series A Preferred Stock or to distribute certificates which evidence fractions of such shares. In lieu of fractional shares, ASC shall pay, at the effective time of any conversion as herein provided, an amount in cash equal to such fraction multiplied by (i) $2.22, in the case of Common Stock, or (ii) $1,000, in the case of New Series A Preferred Stock.

Closing Procedures. ([a) Immediately prior ] Unless otherwise agreed by the applicable parties, the closing of the purchase and sale of Common Units and/or Profits Interest Units **** will be completed at 10:00 a.m. local time on a date designated by the Member that provides the applicable **** that is within 15 days after [i] delivering such **** or if a determination of the Appraised Unit Value is made pursuant to Section 14.3, after such determination is made, or [ii] such longer period as is reasonably required to satisfy all of the conditions set forth in Section 14.4[c]. At the closing, the applicable selling Members will deliver to the Effective Time, upon the filing applicable purchasing Member a written instrument of an amended and restated certificate of incorporation of ASC in accordance with Section 1.6 of the Merger Agreement and a certificate of designations relating to the New Series A Preferred Stockassignment, substantially in the form attached to this Agreement hereto as Exhibit BA, transferring their respective Units to the Series A Preferred Stock shall automatically purchasing Member free and clear of Liens, and the purchasing Member will pay the applicable purchase price. The closing will be converted into shares consummated at the principal executive offices of New Series A Preferred Stock the Company unless the GCI Member and shares of the AKD Holdings Member otherwise agree. [b] The Member transferring any Common Stock Units and/or Profits Interest Units pursuant to Section 3.4(a) 14.1 or Section 14.2 shall be deemed to have represented and certificates formerly representing warranted that: [i] the purchaser will receive good and valid title to the applicable Units free and clear of all Liens of any nature whatsoever; and [ii] all of such shares Units can be purchased and sold without any notice to, or consent, approval, order or authorization of, or declaration or filing with, any other Person other than those already obtained and except for any required Governmental Approvals. [c] The closing of Series A Preferred Stock shallany purchase and sale of Units will be subject to the satisfaction of the following conditions, from it being agreed that the parties will use Commercially Reasonable Efforts to cause such conditions to be met: [i] all material consents, notices, approvals, including Governmental Approvals expressly required with respect to the transactions to be consummated at such closing will have been obtained; and after [ii] there will be no preliminary or permanent injunction or other order by any court of competent jurisdiction restricting, preventing or prohibiting the consummation of the transactions to be consummated at such timeclosing. [d] Unless the applicable parties agree otherwise, represent the right purchase price on any purchase and sale of Units will be payable by wire transfer of same day funds to receive that number of shares of New Series A Preferred Stock and shares of Common Stock provided in Section 3.4(a). Each holder shall surrender an account at a bank designated by the certificate or certificates formerly representing the Series A Preferred Stockapplicable party, duly endorsed, at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ at or such designation to be made no less than two Business Days prior to the Effective Time (or such other place as ASC shall reasonably request) applicable closing. [e] Except for Sections 13.4[a] and shall give written notice to ASC 13.4[b], each of the name or names in which the certificate or certificates for shares of New Series A Preferred Stock and Common Stock are to be issued. ASC shall, at the Effective Time, issue and deliver at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ to such holder of Series A Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of New Series A Preferred Stock and Common Stock to which such holder is entitled under Section 3.4(a). Such conversion shall be deemed to have been made waived, all conditions set forth in Section 13.4 must also be satisfied. [f] Notwithstanding the failure of any Member to assign or deliver certificates representing Units on the applicable closing date as required by this Section 14.4, from and after the applicable closing date, the purchaser of the Effective Timeapplicable Units shall for all purposes be deemed the record and beneficial owner of such Units, and the person or persons entitled selling Member shall have only the right to receive the shares of New Series A Preferred Stock applicable purchase price for such Units, without interest, and Common Stock issuable any certificates representing the applicable Units shall represent only the right to receive the applicable purchase price, without interest, upon such conversion shall be treated for all purposes as the record holder or holders of such shares of New Series A Preferred Stock and Common Stock as of the Effective Time. When issued, the certificates evidencing such shares of New Series A Preferred Stock and Common Stock shall not bear legends or other notations relating to restrictions on transfer, other than as required pursuant to Article Thirteenth of the Certificate of Incorporation of ASC (as amended as of the Effective Time). (b) Except as specifically provided in this Agreement, the conversion of the Series B Preferred Stock into Common Stock shall occur as provided in Section 9(b) of the Certificate of Designation relating surrender thereof to the Series B Preferred Stockpurchaser. (c) Upon completion of the transactions required by Section 3.5, ASC and OCP shall execute an instrument (in form reasonably satisfactory to ASC and OCP) evidencing the repayment in full of Tranche C under the Resorts Credit Facility and the issuance of the shares of Common Stock in repayment thereof. (d) In connection with any of the transactions required by Sections 3.4 or 3.5, ASC shall not be required to issue fractions of shares of Common Stock or New Series A Preferred Stock or to distribute certificates which evidence fractions of such shares. In lieu of fractional shares, ASC shall pay, at the effective time of any conversion as herein provided, an amount in cash equal to such fraction multiplied by (i) $2.22, in the case of Common Stock, or (ii) $1,000, in the case of New Series A Preferred Stock.

Closing Procedures. ([a) Immediately prior ] Unless otherwise agreed by the applicable parties, the closing of the purchase and sale of Common Units and/or Profits Interest Units **** will be completed at 10:00 a.m. local time on a date designated by the Member that provides the applicable **** that is within 15 days after [i] delivering such ****, or if a determination of the Appraised Unit Value is made pursuant to Section 14.3, after such determination is made, or [ii] such longer period as is reasonably required to satisfy all of the conditions set forth in Section 14.4[c]. At the closing, the applicable selling Members will deliver to the Effective Time, upon the filing applicable purchasing Member a written instrument of an amended and restated certificate of incorporation of ASC in accordance with Section 1.6 of the Merger Agreement and a certificate of designations relating to the New Series A Preferred Stockassignment, substantially in the form attached to this Agreement hereto as Exhibit BA, transferring their respective Units to the Series A Preferred Stock shall automatically purchasing Member free and clear of Liens, and the purchasing Member will pay the applicable purchase price. The closing will be converted into shares consummated at the principal executive offices of New Series A Preferred Stock the Company unless the GCI Member and shares of the AKD Holdings Member otherwise agree. [b] The Member transferring any Common Stock Units and/or Profits Interest Units pursuant to Section 3.4(a) 14.1 or Section 14.2 shall be deemed to have represented and certificates formerly representing warranted that: [i] the purchaser will receive good and valid title to the applicable Units free and clear of all Liens of any nature whatsoever; and [ii] all of such shares Units can be purchased and sold without any notice to, or consent, approval, order or authorization of, or declaration or filing with, any other Person other than those already obtained and except for any required Governmental Approvals. [c] The closing of Series A Preferred Stock shallany purchase and sale of Units will be subject to the satisfaction of the following conditions, from it being agreed that the parties will use Commercially Reasonable Efforts to cause such conditions to be met: [i] all material consents, notices, approvals, including Governmental Approvals expressly required with respect to the transactions to be consummated at such closing will have been obtained; and after [ii] there will be no preliminary or permanent injunction or other order by any court of competent jurisdiction restricting, [d] preventing or prohibiting the consummation of the transactions to be consummated at such timeclosing. [e] Unless the applicable parties agree otherwise, represent the right purchase price on any purchase and sale of Units will be payable by wire transfer of same day funds to receive that number of shares of New Series A Preferred Stock and shares of Common Stock provided in Section 3.4(a). Each holder shall surrender an account at a bank designated by the certificate or certificates formerly representing the Series A Preferred Stockapplicable party, duly endorsed, at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ at or such designation to be made no less than two Business Days prior to the Effective Time (or such other place as ASC shall reasonably request) applicable closing. [f] Except for Sections 13.4[a] and shall give written notice to ASC 13.4[b], each of the name or names in which the certificate or certificates for shares of New Series A Preferred Stock and Common Stock are to be issued. ASC shall, at the Effective Time, issue and deliver at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ to such holder of Series A Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of New Series A Preferred Stock and Common Stock to which such holder is entitled under Section 3.4(a). Such conversion shall be deemed to have been made waived, all conditions set forth in Section 13.4 must also be satisfied. [g] Notwithstanding the failure of any Member to assign or deliver certificates representing Units on the applicable closing date as required by this Section 14.4, from and after the applicable closing date, the purchaser of the Effective Timeapplicable Units shall for all purposes be deemed the record and beneficial owner of such Units, and the person or persons entitled selling Member shall have only the right to receive the shares of New Series A Preferred Stock applicable purchase price for such Units, without interest, and Common Stock issuable any certificates representing the applicable Units shall represent only the right to receive the applicable purchase price, without interest, upon such conversion shall be treated for all purposes as the record holder or holders of such shares of New Series A Preferred Stock and Common Stock as of the Effective Time. When issued, the certificates evidencing such shares of New Series A Preferred Stock and Common Stock shall not bear legends or other notations relating to restrictions on transfer, other than as required pursuant to Article Thirteenth of the Certificate of Incorporation of ASC (as amended as of the Effective Time). (b) Except as specifically provided in this Agreement, the conversion of the Series B Preferred Stock into Common Stock shall occur as provided in Section 9(b) of the Certificate of Designation relating surrender thereof to the Series B Preferred Stockpurchaser. (c) Upon completion of the transactions required by Section 3.5, ASC and OCP shall execute an instrument (in form reasonably satisfactory to ASC and OCP) evidencing the repayment in full of Tranche C under the Resorts Credit Facility and the issuance of the shares of Common Stock in repayment thereof. (d) In connection with any of the transactions required by Sections 3.4 or 3.5, ASC shall not be required to issue fractions of shares of Common Stock or New Series A Preferred Stock or to distribute certificates which evidence fractions of such shares. In lieu of fractional shares, ASC shall pay, at the effective time of any conversion as herein provided, an amount in cash equal to such fraction multiplied by (i) $2.22, in the case of Common Stock, or (ii) $1,000, in the case of New Series A Preferred Stock.

Closing Procedures. (a) Immediately prior From time to time, but no less frequently than the first and sixteenth day of every calendar month after the Effective Date, and until termination of the Offering, there shall be a closing held on said date (a "Closing Date") with respect to the Effective Time, upon the filing of an amended and restated certificate of incorporation of ASC Units in accordance with the terms and procedures set forth in this Section 1.6 7; provided, however, if the first or sixteenth day of any such month shall not be a business day, such closing shall be held on the next succeeding business day. Notwithstanding the foregoing and until the Minimum Offering is met, all subscriptions received by the Placement Agent: (i) shall be transmitted to the Escrow Agent by noon of the Merger Agreement and a certificate next business day after the receipt of designations relating such subscriptions; (ii) shall be held in escrow pursuant to the New Series A Preferred StockEscrow Agreement; and (iii) if the Minimum Offering is not met, substantially shall be returned to prospective investors in accordance with the Prospectus and the Escrow Agreement. This Section 7 shall be subject to the terms and conditions contained in the form attached to this Agreement as Exhibit BEscrow Agreement. (b) Upon receipt of each subscription agreement, the Series A Preferred Stock Placement Agent shall automatically be converted into shares of New Series A Preferred Stock review the same to ensure that each subscription agreement is properly completed and shares of Common Stock to determine whether each investor is qualified, both from an overall suitability viewpoint and pursuant to Section 3.4(athe relevant blue sky laws, and the Placement Agent shall ensure that each investor resides in a state in which the Company is permitted to sell its Units (based upon the latest blue sky memorandum provided to the Placement Agent by counsel to the Company indicating those states in which the Units are exempt from registration, those states in which registration is being sought and those states in which no registration is being sought). The Placement Agent shall ensure that: (i) and certificates formerly representing such shares of Series A Preferred Stock shall, from and after such time, represent each investor's check is properly (1) made for the right to receive that number of shares of New Series A Preferred Stock and shares of Common Stock correct amount as provided in Section 3.4(a). Each holder shall surrender the certificate or certificates formerly representing the Series A Preferred Stock, duly endorsed, at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇subscription agreement and (2) made payable to "▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ at or prior Fargo Bank fbo USA Capital First Trust Deed Fund" until the Minimum Offering is met and then to the Effective Time Company once the Minimum Offering is met; and (or such other place as ASC shall reasonably requestii) and shall give written notice to ASC of the name or names in which the certificate or certificates for shares of New Series A Preferred Stock and Common Stock are to be issued. ASC shall, at the Effective Time, issue and deliver at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ to such holder of Series A Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates each wire transfer has cleared for the number of shares of New Series A Preferred Stock and Common Stock to which such holder is entitled under Section 3.4(a). Such conversion shall be deemed to have been made as of the Effective Time, and the person or persons entitled to receive the shares of New Series A Preferred Stock and Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of New Series A Preferred Stock and Common Stock as of the Effective Time. When issued, the certificates evidencing such shares of New Series A Preferred Stock and Common Stock shall not bear legends or other notations relating to restrictions on transfer, other than as required pursuant to Article Thirteenth of the Certificate of Incorporation of ASC (as amended as of the Effective Time). (b) Except as specifically provided in this Agreement, the conversion of the Series B Preferred Stock into Common Stock shall occur correct amount as provided in Section 9(b) of the Certificate of Designation relating to the Series B Preferred Stocksubscription agreement. (c) Upon completion Three (3) days prior to each Closing Date (or by such other deadline established by the Company), the Placement Agent shall furnish to the Company, together with a copy of the transactions required subscription agreements, a list of all the investors to be admitted to the Company as members on said Closing Date, including (i) the exact name of each investor, (ii) the address of each investor, (iii) the social security number or employer identification number of each investor, (iv) the amount invested by Section 3.5each investor, ASC and OCP (v) the number of Units for which each investor subscribed. Upon receipt of such notice by the Placement Agent and to the extent that the Company proposes to issue membership certificates, the Company shall execute an instrument (deliver membership certificates to the Placement Agent for transmittal to the investors, where such membership certificates shall be registered in form reasonably satisfactory to ASC such name or names and OCP) evidencing shall be in such denominations as the repayment in full of Tranche C under Placement Agent may request from the Resorts Credit Facility and the issuance of the shares of Common Stock in repayment thereofCompany. (d) In connection with any Upon meeting the Minimum Offering Amount by September 30, 2003, the Placement Agent and the Company shall give the Escrow Agent written notice that one hundred percent (100%) of the transactions required proceeds in the escrow account pertaining to the investors that are to be admitted to the Company on the relevant Closing Date shall be released and disbursed to an account specified by Sections 3.4 the Company on said Closing Date and none of the proceeds in the escrow may be released or 3.5disbursed to the Placement Agent on said Closing Date. Each notice shall specify the exact amounts to be released and disbursed to the Company and to the Placement Agent and shall provide the necessary wiring instructions to the Escrow Agent. Concurrently with the closing related to the satisfaction of the Minimum Offering Amount, ASC the Manager shall not be required provide payment to issue fractions of shares of Common Stock or New Series A Preferred Stock or to distribute certificates which evidence fractions of such shares. In lieu of fractional shares, ASC shall pay, at the effective time of any conversion as herein provided, Placement Agent in an amount in cash equal to such fraction multiplied by up to three percent (i3.0%) $2.22, of the proceeds in the case escrow account that related to the closing on said Closing Date. (e) Once the Minimum Offering Amount has been met and within three (3) days prior to each Closing Date, the Placement Agent shall give the Company written notice that one hundred percent (100%) of Common Stockthe proceeds pertaining to the investors that are to be admitted to the Company on the relevant Closing Date shall be released and disbursed to an account specified by the Company on said Closing Date, or and the Manager shall give to the Placement Agent written notice that an amount equal to up to three percent (ii3.0%) $1,000, in of the case of New Series A Preferred Stockproceeds pertaining to the investors that are to be admitted to the Company on the relevant Closing Date shall be paid to the Placement Agent.

Closing Procedures. If the Option is exercised, then concurrently at the Closing: (ai) Immediately prior URI shall deliver to Optionor the Effective TimeShares, upon the filing of in book-entry form to an amended account or accounts designated in writing by Optionor; (ii) Optionor and restated certificate of incorporation of ASC Optionee shall execute (in accordance with Section 1.6 of the Merger Agreement duplicate) and deliver to each other a certificate of designations relating to the New Series A Preferred Stockwritten deed, substantially substantively in the form of Exhibit B attached to this Agreement as Exhibit Bhereto and incorporated herein, conveying the Series A Preferred Stock shall automatically be converted into shares of New Series A Preferred Stock and shares of Common Stock pursuant to Section 3.4(a) and certificates formerly representing such shares of Series A Preferred Stock shall, from and after such time, represent the right to receive that number of shares of New Series A Preferred Stock and shares of Common Stock provided in Section 3.4(a). Each holder shall surrender the certificate or certificates formerly representing the Series A Preferred Stock, duly endorsed, at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & Claims to Optionee and reserving to Optionor a one percent net smelter returns royalty payable from any production and sale of lithium derived from the ▇▇▇▇▇ Claims; and (iii) The parties shall execute (in triplicate) and deliver to each other a notice of this Agreement (the “Notice of Agreement”), to be recorded in ▇▇▇▇▇▇▇▇▇ at or prior County in order to provide record notice of Optionee’s option interest in the Effective Time (or such other place as ASC shall reasonably request) and shall give written notice to ASC of the name or names in which the certificate or certificates for shares of New Series A Preferred Stock and Common Stock are to be issued. ASC shall, at the Effective Time, issue and deliver at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇Claims. The Notice of Agreement shall be substantively in the form attached hereto as Exhibit C and shall be recorded at Optionee’s expense. The execution and recording of the Notice of Agreement shall not limit, increase or in any manner affect any of the terms of this Agreement, or any rights, interests or obligations of the parties. If this Agreement terminates without any Closing, Optionee and URI shall promptly deliver to Optionor, at its request, a duly executed and notarized release of the Agreement in recordable form in order to provide record notice that Optionee no longer has any option interest in the ▇▇▇▇▇ to such holder of Series A Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of New Series A Preferred Stock and Common Stock to which such holder is entitled under Section 3.4(a). Such conversion shall be deemed to have been made as of the Effective Time, and the person or persons entitled to receive the shares of New Series A Preferred Stock and Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of New Series A Preferred Stock and Common Stock as of the Effective Time. When issued, the certificates evidencing such shares of New Series A Preferred Stock and Common Stock shall not bear legends or other notations relating to restrictions on transfer, other than as required pursuant to Article Thirteenth of the Certificate of Incorporation of ASC (as amended as of the Effective Time)Claims. (biv) Except as specifically provided Optionee and URI shall deliver to Optionor a certificate in this Agreement, the conversion of the Series B Preferred Stock into Common Stock shall occur as provided in Section 9(b) of the Certificate of Designation relating to the Series B Preferred Stock. (c) Upon completion of the transactions required by Section 3.5, ASC and OCP shall execute an instrument (in a form reasonably satisfactory to ASC and OCP) evidencing the repayment in full of Tranche C under the Resorts Credit Facility and the issuance Optionor, dated as of the shares Closing Date and executed by a duly authorized officer of Common Stock Optionee and URI, to the effect that Optionee and URI have all requisite corporate power and authority to effect the Closing on the terms described in repayment thereofthis Agreement and to perform their obligations hereunder, that all corporate and other prerequisites of any nature whatsoever have been fulfilled, and certifying that all conditions to closing as set forth in Section 6.a below have been met. (dv) In connection with any Optionor shall deliver to Optionee a certificate in a form reasonably satisfactory to Optionee and URI, dated as of the transactions required by Sections 3.4 or 3.5Closing Date, ASC shall not be required to issue fractions of shares of Common Stock or New Series A Preferred Stock or the effect that Optionor has all requisite power and authority to distribute certificates which evidence fractions of such shares. In lieu of fractional shareseffect the Closing on the terms described in this Agreement and to perform its other obligations hereunder, ASC shall pay, at the effective time that all prerequisites of any conversion as herein providednature whatsoever have been fulfilled, an amount and certifying that that all conditions to closing set forth in cash equal to such fraction multiplied by (i) $2.22, in the case of Common Stock, or (ii) $1,000, in the case of New Series A Preferred StockSection 6.b below have been met.

Closing Procedures. (a) Immediately The Vendors and the Purchaser covenant and agree to cause their respective solicitors to enter into the most recent document registration agreement adopted by the Law Society of Ontario, as same may be reasonably amended by the agreement of both the Vendors’ Solicitors and the Purchaser’s Solicitors (the “DRA”), together with the requirement that the registering solicitor shall be obliged to provide the non-registering solicitor with a copy of the registration report printed by the electronic registration system (“TERS”) upon the registration of the electronic documents, as evidence of the registration thereof, on the Closing Date. The DRA shall outline or establish the procedures and timing for completing the Transaction and shall be executed by both the Vendors’ Solicitors and the Purchaser’s Solicitors and exchanged between such solicitors (such that each solicitor has a copy of the DRA duly executed by both solicitors) prior to the Effective TimeClosing Date. (b) The delivery and exchange of the Closing Documents and funds, upon and the filing of an amended release thereof to the Vendors and restated certificate of incorporation of ASC the Purchaser, as the case may be, shall be governed by the DRA, pursuant to which the solicitor receiving any Closing Documents and/or funds will be required to hold them in escrow and will not be entitled to release them except in strict accordance with Section 1.6 the provisions of the Merger DRA. (c) Notwithstanding anything contained in this Agreement and a certificate of designations relating or in the DRA to the New Series A Preferred Stockcontrary, substantially in it is expressly understood and agreed by the form attached to this Agreement as Exhibit B, the Series A Preferred Stock shall automatically be converted into shares of New Series A Preferred Stock and shares of Common Stock pursuant to Section 3.4(a) and certificates formerly representing such shares of Series A Preferred Stock shall, from and after such time, represent the right to receive Parties that number of shares of New Series A Preferred Stock and shares of Common Stock provided in Section 3.4(a). Each holder shall surrender the certificate or certificates formerly representing the Series A Preferred Stock, duly endorsed, at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ at or prior to the Effective Time (or such other place as ASC shall reasonably request) and shall give written notice to ASC of the name or names in which the certificate or certificates for shares of New Series A Preferred Stock and Common Stock are to be issued. ASC shall, at the Effective Time, issue and deliver at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ to such holder of Series A Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of New Series A Preferred Stock and Common Stock to which such holder is entitled under Section 3.4(a). Such conversion an effective tender shall be deemed to have been validly made as by either Party (the “Tendering Party”) upon the other Party (the “Receiving Party”) when the solicitor for the Tendering Party has: (A) delivered all applicable Closing Documents and funds to the Receiving Party’s solicitor in accordance with the provisions of the Effective TimeDRA; (B) advised the solicitor for the Receiving Party, in writing, that the Tendering Party is ready, willing and able to complete the Transaction in accordance with the terms and provisions of this Agreement; and (C) completed all steps required by TERS to complete the Transaction that can be performed or undertaken by the Tendering Party’s solicitor without the cooperation or participation of the Receiving Party’s solicitor, and specifically when the person or persons entitled Tendering Party’s solicitor has electronically “signed” the Transfer/Deeds of Land for the Lands and other documents to receive the shares of New Series A Preferred Stock be electronically registered for completeness and Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of New Series A Preferred Stock and Common Stock as of the Effective Time. When issued, the certificates evidencing such shares of New Series A Preferred Stock and Common Stock shall not bear legends or other notations relating to restrictions on transfer, other than as required pursuant to Article Thirteenth of the Certificate of Incorporation of ASC (as amended as of the Effective Time). (b) Except as specifically provided in this Agreement, the conversion of the Series B Preferred Stock into Common Stock shall occur as provided in Section 9(b) of the Certificate of Designation relating granted “access” to the Series B Preferred Stock. Receiving Party’s solicitor (c) Upon completion but without the Tendering Party’s solicitor releasing such Transfer/Deeds of Land for registration by the transactions required by Section 3.5Receiving Party’s solicitor), ASC without the necessity of personally attending upon the Receiving Party or the Receiving Party’s solicitor with the Closing Documents and/or funds, and OCP shall execute without any requirement to have an instrument (in form reasonably satisfactory to ASC and OCP) independent witness evidencing the repayment in full of Tranche C under the Resorts Credit Facility and the issuance of the shares of Common Stock in repayment thereofforegoing. (d) In connection with any of the transactions required by Sections 3.4 or 3.5, ASC shall not be required to issue fractions of shares of Common Stock or New Series A Preferred Stock or to distribute certificates which evidence fractions of such shares. In lieu of fractional shares, ASC shall pay, at the effective time of any conversion as herein provided, an amount in cash equal to such fraction multiplied by (i) $2.22, in the case of Common Stock, or (ii) $1,000, in the case of New Series A Preferred Stock.

Closing Procedures. At the Closing, subject to the terms and conditions of this Agreement, the parties shall take the following steps: (a) Immediately prior to the Effective Time, upon the filing Each Seller who is receiving shares of an amended and restated certificate of incorporation of ASC in accordance with Section 1.6 of the Merger Agreement and a certificate of designations relating to the New Series A Preferred Stock, substantially in the form attached to Parent Common Stock under this Agreement as Exhibit Bshall deliver to Parent a counterpart of a Restricted Stock Agreement, duly executed by such Seller, covering the Series A Preferred Stock shall automatically be converted into shares of New Series A Preferred Stock and shares of Common Stock pursuant to Section 3.4(a) and certificates formerly representing such shares of Series A Preferred Stock shall, from and after such time, represent the right to receive that number of shares of New Series A Preferred Parent Common Stock and that such Seller will be entitled to receive pursuant to Article 1. (b) Parent shall deliver to each Seller who is receiving shares of Parent Common Stock provided in Section 3.4(a). Each holder shall surrender the certificate or certificates formerly representing the Series A Preferred Stockunder this Agreement a counterpart of a Restricted Stock Agreement, duly endorsedexecuted by Parent, at covering the offices number of shares of Parent Common Stock that such Seller will be entitled to receive pursuant to Article 1. (c) Each Seller who is receiving shares of Parent Common Stock under this Agreement shall deliver to Parent a Representation Letter, duly executed by such Seller. (d) Each Seller that is not a natural person shall have provided a certificate, dated the Closing Date, executed by a duly authorized person of such Seller, certifying as of the Closing Date (i) a true and complete copy of the resolutions of the managing body of such Seller authorizing the execution, delivery, and performance of this Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby, which resolutions shall then be in full force and effect, and (ii) the incumbency of the authorized persons executing this Agreement and the Ancillary Documents on behalf of such Seller. (e) The Sellers’ Representatives shall provide certificates of the appropriate Secretaries of State certifying as of a recent date as to the good standing of the Company, and each of its subsidiaries, in its jurisdiction of formation and each other state where it is qualified to do business. (f) The Sellers’ Representatives shall provide the written resignations or evidence of removal, effective as of the Closing Date, of (i) the directors of the Company and (ii) the directors of the Company’s subsidiaries as requested by Parent pursuant to Section 5.9(a). (g) (i) Parent shall execute and deliver to the Sellers’ Representatives a counterpart of each Escrow Agreement, (ii) the Sellers’ Representatives shall execute and deliver to Parent a counterpart of each Escrow Agreement, and (iii) the Escrow Agent shall execute and deliver to the Sellers’ Representatives and Parent a counterpart of each Escrow Agreement. (h) The Stockholders shall deliver to Parent certificates in valid form evidencing the Outstanding Common Shares, in a form suitable for transfer, with duly executed instruments of transfer in respect of the Outstanding Common Shares. (i) The Sellers’ Representatives shall deliver to Parent all original Notes, Debentures and Redemption Notes. (j) For each unexercised and unexpired Company Warrant outstanding as of immediately prior to the issuance of the Redemption Notes, the Sellers’ Representatives shall deliver to the Company a Warrant Surrender Agreement duly executed by the applicable Redemption Noteholder. (k) The Sellers’ Representatives shall deliver to Parent a certificate, in form and substance reasonably satisfactory to Parent and duly executed by an authorized officer of the Company, certifying any facts that would exempt the transactions contemplated hereby from withholding under Section 1445 of the Code. (l) The Sellers’ Representatives shall deliver to Parent a properly executed Form 8023 pursuant to Section 5.17(a)(ii). (m) Parent shall pay, by wire transfer of immediately available funds, the Senior Debt Amount in accordance with the Pay-Off Letters and the Direction Letter. (n) Parent shall pay, by wire transfer of immediately available funds, the Company Transaction Costs incurred prior to the Closing in accordance with invoices provided to Parent and the Direction Letter. (o) Parent shall pay, by wire transfer of immediately available funds, the Net Distributable Profit Amount to the Stockholders in accordance with the Direction Letter. (p) Parent shall make the payments and issue the shares required by Article 1. (q) ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ at or prior LLP, counsel to the Effective Time (or such other place as ASC shall reasonably request) Company, and shall give written notice to ASC of the name or names in which the certificate or certificates for shares of New Series A Preferred Stock and Common Stock are to be issued. ASC shall, at the Effective Time, issue and deliver at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Procter LLP, counsel to such holder of Series A Preferred Stockcertain Sellers, or shall deliver the Tax Opinion to the nominee or nominees of Company, unless such holder, a certificate or certificates for the number of shares of New Series A Preferred Stock and Common Stock to which such holder delivery is entitled under Section 3.4(a). Such conversion shall be deemed to have been made as of the Effective Time, and the person or persons entitled to receive the shares of New Series A Preferred Stock and Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of New Series A Preferred Stock and Common Stock as of the Effective Time. When issued, the certificates evidencing such shares of New Series A Preferred Stock and Common Stock shall not bear legends or other notations relating to restrictions on transfer, other than as required pursuant to Article Thirteenth of the Certificate of Incorporation of ASC (as amended as of the Effective Time)waived by Parent. (b) Except as specifically provided in this Agreement, the conversion of the Series B Preferred Stock into Common Stock shall occur as provided in Section 9(b) of the Certificate of Designation relating to the Series B Preferred Stock. (c) Upon completion of the transactions required by Section 3.5, ASC and OCP shall execute an instrument (in form reasonably satisfactory to ASC and OCP) evidencing the repayment in full of Tranche C under the Resorts Credit Facility and the issuance of the shares of Common Stock in repayment thereof. (d) In connection with any of the transactions required by Sections 3.4 or 3.5, ASC shall not be required to issue fractions of shares of Common Stock or New Series A Preferred Stock or to distribute certificates which evidence fractions of such shares. In lieu of fractional shares, ASC shall pay, at the effective time of any conversion as herein provided, an amount in cash equal to such fraction multiplied by (i) $2.22, in the case of Common Stock, or (ii) $1,000, in the case of New Series A Preferred Stock.

Closing Procedures. (ai) Immediately prior On each Closing Date the Company shall deliver to each Purchaser (x) the Initial Debentures or the Additional Debentures, as applicable (with the number of and outstanding principal amount of such Debentures as requested by such Purchaser) purchased hereunder by such Purchaser at such Closing registered in the name of such Purchaser or its nominee and (y) the Initial Warrants or the Additional Warrants, as applicable, registered in the name of such Purchaser or its nominee in such denominations as reasonably requested by such Purchaser, and, subject to Section 4.4 below, such Purchaser shall deliver to the Effective TimeCompany the Initial Purchase Price or the Additional Purchase Price, upon as applicable, therefor in immediately available funds to an account designated in writing by the filing Company. The delivery of an amended and restated certificate payment by each Purchaser of incorporation of ASC in accordance with Section 1.6 of the Merger Agreement and its Initial Purchase Price or Additional Purchase Price, as applicable, shall constitute a certificate of designations relating payment delivered to the New Series A Preferred StockCompany in satisfaction of such Purchaser's obligation to pay such amount hereunder. In addition, substantially in the form attached each party shall deliver all documents, instruments and writings required to be delivered by such party pursuant to this Agreement as Exhibit B, the Series A Preferred Stock shall automatically be converted into shares of New Series A Preferred Stock and shares of Common Stock pursuant to Section 3.4(a) and certificates formerly representing such shares of Series A Preferred Stock shall, from and after such time, represent the right to receive that number of shares of New Series A Preferred Stock and shares of Common Stock provided in Section 3.4(a). Each holder shall surrender the certificate or certificates formerly representing the Series A Preferred Stock, duly endorsed, at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ at or prior to the Effective Time (or such other place as ASC shall reasonably request) and shall give written notice to ASC of the name or names in which the certificate or certificates for shares of New Series A Preferred Stock and Common Stock are to be issued. ASC shall, at the Effective Time, issue and deliver at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ to such holder of Series A Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of New Series A Preferred Stock and Common Stock to which such holder is entitled under Section 3.4(a). Such conversion shall be deemed to have been made as of the Effective Time, and the person or persons entitled to receive the shares of New Series A Preferred Stock and Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of New Series A Preferred Stock and Common Stock as of the Effective Time. When issued, the certificates evidencing such shares of New Series A Preferred Stock and Common Stock shall not bear legends or other notations relating to restrictions on transfer, other than as required pursuant to Article Thirteenth of the Certificate of Incorporation of ASC (as amended as of the Effective Time)Closing. (bii) Except Notwithstanding the terms of Section 2.2(d)(i) above, with respect to the Additional Closing only, if the Purchasers would be unable to fully convert the Additional Debentures to be received by them at the Additional Closing into Common Shares at the then applicable Conversion Price set forth in such Additional Debentures due to the 20% Cap (as specifically provided defined in this AgreementSection 4.13 herein), the conversion principal amount of Additional Debentures to be purchased by the Purchasers at the Additional Closing shall be reduced to the extent necessary so that following the Additional Closing, the Purchasers are able to fully convert their Debentures into Common Shares at the then applicable Conversion Price without being in violation of the Series B Preferred Stock into Common Stock shall occur as provided in Section 9(b) of the Certificate of Designation relating to the Series B Preferred Stock. (c) Upon completion of the transactions required by Section 3.5, ASC and OCP shall execute an instrument (in form reasonably satisfactory to ASC and OCP) evidencing the repayment in full of Tranche C under the Resorts Credit Facility and the issuance of the shares of Common Stock in repayment thereof. (d) In connection with any of the transactions required by Sections 3.4 or 3.5, ASC shall not be required to issue fractions of shares of Common Stock or New Series A Preferred Stock or to distribute certificates which evidence fractions of such shares20% Cap. In lieu of fractional sharessuch event, ASC the purchase price for the Additional Debentures shall pay, at the effective time of any conversion be reduced accordingly as herein provided, an amount in cash equal to such fraction multiplied by (i) $2.22, in the case of Common Stock, or (ii) $1,000, in the case of New Series A Preferred Stockwell.