OF ALL
OF THE SECURITIES AND THE COMPANY SHALL FAIL FOR ANY REASON TO SATISFY THE
CURRENT PUBLIC INFORMATION REQUIREMENT UNDER RULE 144 (A "PUBLIC INFORMATION
FAILURE") THEN, AS PARTIAL RELIEF FOR THE DAMAGES TO ANY HOLDER OF SECURITIES BY
REASON OF ANY SUCH DELAY IN OR REDUCTION OF ITS ABILITY TO SELL THE SECURITIES
(WHICH REMEDY SHALL NOT BE EXCLUSIVE OF ANY OTHER REMEDIES AVAILABLE AT LAW OR
IN EQUITY), THE COMPANY SHALL PAY TO EACH SUCH HOLDER AN AMOUNT IN CASH EQUAL TO
ONE PERCENT (1.0%) OF THE AGGREGATE PURCHASE PRICE OF SUCH HOLDER'S SECURITIES
ON EVERY THIRTIETH DAY (PRO RATED FOR PERIODS TOTALING LESS THAN THIRTY DAYS)
AFTER A PUBLIC INFORMATION FAILURE UNTIL THE EARLIER OF (I) THE DATE SUCH PUBLIC
INFORMATION FAILURE IS CURED AND (II) SUCH TIME THAT SUCH PUBLIC INFORMATION IS
NO LONGER REQUIRED PURSUANT TO RULE 144.
THE PAYMENTS TO WHICH A HOLDER SHALL
BE ENTITLED PURSUANT TO THIS SECTION 4(R) ARE REFERRED TO HEREIN AS "PUBLIC
INFORMATION FAILURE PAYMENTS."
PUBLIC INFORMATION FAILURE PAYMENTS SHALL BE
PAID ON THE EARLIER OF (I) THE LAST DAY OF THE CALENDAR MONTH DURING WHICH SUCH
PUBLIC INFORMATION FAILURE PAYMENTS ARE INCURRED AND (II) THE THIRD BUSINESS DAY
AFTER THE EVENT OR FAILURE GIVING RISE TO THE PUBLIC INFORMATION FAILURE
PAYMENTS IS CURED.
IN THE EVENT THE COMPANY FAILS TO MAKE PUBLIC INFORMATION
FAILURE PAYMENTS IN A TIMELY MANNER, SUCH PUBLIC INFORMATION FAILURE PAYMENTS
SHALL BEAR INTEREST AT THE RATE OF 1.5% PER MONTH (PRORATED FOR PARTIAL MONTHS)
UNTIL PAID IN FULL.
(S)
POST-CLOSING COVENANTS.
UNLESS THE DATES
SET FORTH BELOW ARE EXTENDED WITH THE WRITTEN CONSENT OF THE COLLATERAL AGENT:
(I)
WITHIN 30 DAYS FOLLOWING THE
CLOSING DATE, THE COMPANY SHALL HAVE ENTERED INTO A COLLATERAL ACCOUNT SECURITY
AGREEMENT (THE "COLLATERAL ACCOUNT AGREEMENT", AND SUCH BLOCKED ACCOUNT, THE
"COLLATERAL ACCOUNT"), IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
COLLATERAL AGENT WITH THE COMPANY AND A COMMERCIAL BANKING INSTITUTION THAT IS A
MEMBER OF THE FEDERAL RESERVE SYSTEM AND HAS A COMBINED CAPITAL AND SURPLUS AND
UNDIVIDED PROFITS OF NOT LESS THAN $250,000,000 (THE "COLLATERAL ACCOUNT BANK"),
WHICH IS REASONABLY SATISFACTORY TO THE COLLATERAL AGENT.
(II)
WITHIN 60 DAYS FOLLOWING THE
CLOSING DATE, THE COMPANY SHALL DULY EXECUTE AND DELIVER MORTGAGES (THE
"MORTGAGES") COVERING EACH OF THE REAL PROPERTY DESCRIBED IN COLUMN (1)(A) OF
SCHEDULE I ATTACHED TO THE NOTES (THE "PROPERTIES"), IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE COLLATERAL AGENT AND SHALL HAVE PAID ANY
MORTGAGE, TRANSFER AND/OR OTHER RECORDING TAXES RELATED THERETO, UNLESS THE
FAILURE TO OBTAIN THE MORTGAGE WITH RESPECT TO CENTRAL RESORT PROPERTY IS NOT
ATTRIBUTABLE TO THE ACTIONS OR INACTIONS OF THE COMPANY, IN WHICH CASE, SUCH
PERIOD SHALL BE EXTENDED FOR A REASONABLE PERIOD OF TIME NOT TO EXCEED 30 DAYS.
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(III)
WITHIN 60 DAYS FOLLOWING THE CLOSING
DATE, THE COMPANY SHALL HAVE DELIVERED EVIDENCE TO EACH BUYER THAT EACH OF THE
MORTGAGES SHALL HAVE BEEN FILED OF RECORD, IN THE APPLICABLE REAL PROPERTY
RECORDS OF SUCH APPLICABLE