Common use of Borrowing Base Prepayments Clause in Contracts

Borrowing Base Prepayments. (i) If on any date the aggregate outstanding principal amount of the Loan shall exceed the Aggregate Construction Project Borrowing Base, determined as of such date, GSRP shall immediately pay the amount of such excess to the Administrative Agent together with interest accrued thereon to (but not including) the date of such payment and such amounts shall be applied by the Administrative Agent when received in good, collected funds as set forth in Section 2.5(d) hereof to prepay ratably each outstanding Advance. (ii) If on any date the aggregate outstanding principal amount of the Steamboat Loan shall exceed the Steamboat Construction Project Borrowing Base, determined as of such date, GSRP shall immediately pay the amount of such excess to the Administrative Agent together with interest accrued thereon to (but not including) the date of such payment and such amounts shall be applied by the Administrative Agent when received in good, collected funds as set forth in Section 2.5(d) hereof to prepay the Steamboat Loan, provided that, during the Syndication Period, the Steamboat Construction Borrowing Base shall be limited to 80% of the aggregate amount of Construction Costs and interest costs for the Steamboat Project and shall, in no case, exceed $12,000,000 . If on any date the aggregate outstanding principal amount of the Canyons Loan shall exceed the Canyons Construction Project Borrowing Base, determined as of such date, GSRP shall immediately pay the amount of such excess to the Administrative Agent together with interest accrued thereon to (but not including) the date of such payment and such amounts shall be applied by the Administrative Agent when received in good, collected funds as set forth in Section 2.5(d) hereof to prepay the Canyons Loan. (iii) If on each of the following test dates the aggregate outstanding principal amount of all Inventory Advances (other the Inventory Advances in respect of the 1997 Projects) exceeds the maximum outstanding principal amount of Inventory Advances set forth below, GSRP shall immediately pay the amount of such excess to the Administrative Agent together with interest accrued thereon to (but not including) the date of such payment and such amounts shall be applied by the Administrative Agent when received in good, collected funds as set forth in Section 2.5(d) hereof ratably to all Inventory Advances (other than Inventory Advances in respect of the 1997 Projects): ----------------------------------------------------------- ======================================================== Test Date Maximum Outstanding Principal Amount of Inventory Advances ----------------------------------------------------------- ======================================================== ----------------------------------------------------------- ======================================================== March 31, 2001 the remainder of (1) $60,000,000 minus (2) the original outstanding principal amount of the Mezzanine Debt, if any ----------------------------------------------------------- ======================================================== ----------------------------------------------------------- ======================================================== September 30, 2001 the remainder of (1) $40,000,000 minus (2) the original outstanding principal amount of the Mezzanine Debt, if any ----------------------------------------------------------- ======================================================== ----------------------------------------------------------- ======================================================== March 31, 2002 the remainder of (1) $15,000,000 minus (2) the original outstanding principal amount of the Mezzanine Debt, if any ----------------------------------------------------------- ======================================================== ----------------------------------------------------------- ======================================================== ----------------------------------------------------------- ========================================================

Borrowing Base Prepayments. (i) If on any date the aggregate outstanding principal amount of the Loan shall exceed the Aggregate Construction Project Borrowing Base, determined as of such date, GSRP shall immediately pay the amount of such excess to the Administrative Agent together with interest accrued thereon to (but not including) the date of such payment and such amounts shall be applied by the Administrative Agent when received in good, collected funds as set forth in Section 2.5(d) hereof to prepay ratably each outstanding Advance. (ii) If on any date the aggregate outstanding principal amount of the Steamboat Loan shall exceed the Steamboat Construction Project Borrowing Base, determined as of such date, GSRP shall immediately pay the amount of such excess to the Administrative Agent together with interest accrued thereon to (but not including) the date of such payment and such amounts shall be applied by the Administrative Agent when received in good, collected funds as set forth in Section 2.5(d) hereof to prepay the Steamboat Loan, provided that, during the Syndication Period, the Steamboat Construction Borrowing Base shall be limited to 80% of the aggregate amount of Construction Costs and interest costs for the Steamboat Project and shall, in no case, exceed $12,000,000 . If on any date the aggregate outstanding principal amount of the Canyons Loan shall exceed the Canyons Construction Project Borrowing Base, determined as of such date, GSRP shall immediately pay the amount of such excess to the Administrative Agent together with interest accrued thereon to (but not including) the date of such payment and such amounts shall be applied by the Administrative Agent when received in good, collected funds as set forth in Section 2.5(d) hereof to prepay the Canyons Loan. If on any date the aggregate outstanding principal amount of the *Sugarbush Loan shall exceed the *Sugarbush Construction Project Borrowing Base, determined as of such date, GSRP shall immediately pay the amount of such excess to the Administrative Agent together with interest accrued thereon to (but not including) the date of such payment and such amounts shall be applied by the Administrative Agent when received in good, collected funds as set forth in Section 2.5(d) hereof to prepay the *Sugarbush Loan. If on any date the aggregate outstanding principal amount of the *Sugarloaf Loan shall exceed the *Sugarloaf Construction Project Borrowing Base, determined as of such date, GSRP shall immediately pay the amount of such excess to the Administrative Agent together with interest accrued thereon to (but not including) the date of such payment and such amounts shall be applied by the Administrative Agent when received in good, collected funds as set forth in Section 2.5(d) hereof to prepay the *Sugarloaf Loan. (iii) If on each of the following test dates the aggregate outstanding principal amount of all Inventory Advances (other the Inventory Advances in respect of the 1997 Projects) exceeds the maximum outstanding principal amount of Inventory Advances set forth below, GSRP shall immediately pay the amount of such excess to the Administrative Agent together with interest accrued thereon to (but not including) the date of such payment and such amounts shall be applied by the Administrative Agent when received in good, collected funds as set forth in Section 2.5(d) hereof ratably to all Inventory Advances (other than Inventory Advances in respect of the 1997 Projects): ----------------------------------------------------------- ======================================================== Test Date Maximum Outstanding Principal Amount of Inventory Advances ----------------------------------------------------------- ======================================================== ----------------------------------------------------------- ======================================================== March 31, 2001 the remainder of (1) $60,000,000 minus (2) the original outstanding principal amount of the Mezzanine Debt, if any ----------------------------------------------------------- ======================================================== ----------------------------------------------------------- ======================================================== September 30, 2001 the remainder of (1) $40,000,000 minus (2) the original outstanding principal amount of the Mezzanine Debt, if any ----------------------------------------------------------- ======================================================== ----------------------------------------------------------- ======================================================== March 31, 2002 the remainder of (1) $15,000,000 minus September 30, 2002 $0 (2iv) the original outstanding principal amount of the Mezzanine Debt, if any ----------------------------------------------------------- ======================================================== ----------------------------------------------------------- ======================================================== ----------------------------------------------------------- ========================================================Intentionally omitted.

Borrowing Base Prepayments. (ia) If on any date The Borrower agrees that at no time shall the aggregate outstanding principal amount of the Loan shall Loans outstanding exceed the Aggregate Construction Project Borrowing Base, determined as of such date, GSRP shall immediately pay the amount of such excess to the Administrative Agent together with interest accrued thereon to (but not including) the date of such payment and such amounts shall be applied by the Administrative Agent when received in good, collected funds as set forth in Section 2.5(d) hereof to prepay ratably each outstanding Advance. (ii) If on any date the aggregate outstanding principal amount of the Steamboat Loan shall exceed the Steamboat Construction Project Borrowing Base, determined as of such date, GSRP shall immediately pay . In the amount of such excess to the Administrative Agent together with interest accrued thereon to (but not including) the date of such payment and such amounts shall be applied by the Administrative Agent when received in good, collected funds as set forth in Section 2.5(d) hereof to prepay the Steamboat Loan, provided that, during the Syndication Period, the Steamboat Construction Borrowing Base shall be limited to 80% of the aggregate amount of Construction Costs and interest costs for the Steamboat Project and shall, in no case, exceed $12,000,000 . If on any date the aggregate outstanding principal amount of the Canyons Loan shall exceed the Canyons Construction Project Borrowing Base, determined as of such date, GSRP shall immediately pay the amount of such excess to the Administrative Agent together with interest accrued thereon to (but not including) the date of such payment and such amounts shall be applied by the Administrative Agent when received in good, collected funds as set forth in Section 2.5(d) hereof to prepay the Canyons Loan. (iii) If on each of the following test dates event that the aggregate outstanding principal amount of all Inventory Advances (other Loans to the Inventory Advances Borrower exceeds the Borrowing Base, the Borrower shall immediately prepay the Loans in respect an amount sufficient to reduce the sum of the 1997 Projects) exceeds the maximum outstanding aggregate principal amount of Inventory Advances the Loans to an amount not greater than the Borrowing Base. The Borrower shall use the insurance proceeds received with respect to assets subject to Eligible Contracts to prepay principal and accrued interest thereon if as a result of such Eligible Contracts becoming ineligible a prepayment is required pursuant to this Section 2.07(a). (b) In the event that at any time either the Agent or the Majority Lenders in the exercise of its or their reasonable discretion deem that any part of the Borrowing Base no longer meets the eligibility requirements set forth belowherein, GSRP shall immediately pay then the Borrower shall, within five (5) days of the giving of notice of such determination, take any of the actions provided in Section 2.07(a) such that the aggregate principal amount of such excess the Loans outstanding does not exceed the Borrowing Base. The Borrower shall deliver a Summary Borrowing Base Report to the Administrative Agent together in connection with interest accrued thereon any action taken pursuant to subsection (but not includinga) of this Section 2.07. (c) The Borrower shall have the right to prepay the Loans from time to time in whole or in part, without premium or penalty, provided that: (i) the date Borrower shall give the Agent notice of each such prepayment as provided in Section 2.02 hereof; (ii) partial prepayments shall be made in such amounts as provided in Section 2.14 hereof; and (iii) the Borrower shall have paid all compensation, if any owed to any Lender pursuant to Section 2.19 hereof. (d) In the event that any payment shall be made in satisfaction of a claim under the Key Man Insurance policy, one hundred percent (100%) of the proceeds of such payment and such amounts shall be applied by the Administrative Agent when received in goodto prepay the outstanding Loans and the Commitment shall be permanently reduced by the amount of such prepayment. (e) All prepayments of Loans pursuant to this Section 2.07 shall be without premium or penalty, collected funds except as set forth provided in Section 2.5(d2.19 hereof, and such prepayment shall be accompanied by interest accrued on the principal amount so prepaid. (f) hereof ratably to all Inventory Advances (All prepayments, other than Inventory Advances in respect of the 1997 Projects): ----------------------------------------------------------- ======================================================== Test Date Maximum Outstanding Principal Amount of Inventory Advances ----------------------------------------------------------- ======================================================== ----------------------------------------------------------- ======================================================== March 31optional prepayments pursuant to Section 2.07(c) hereof, 2001 the remainder of (1) $60,000,000 minus (2) the original outstanding principal amount of the Mezzanine Debt, if any ----------------------------------------------------------- ======================================================== ----------------------------------------------------------- ======================================================== September 30, 2001 the remainder of (1) $40,000,000 minus (2) the original outstanding principal amount of the Mezzanine Debt, if any ----------------------------------------------------------- ======================================================== ----------------------------------------------------------- ======================================================== March 31, 2002 the remainder of (1) $15,000,000 minus (2) the original outstanding principal amount of the Mezzanine Debt, if any ----------------------------------------------------------- ======================================================== ----------------------------------------------------------- ======================================================== ----------------------------------------------------------- ========================================================shall be applied first to Base Rate Loans and then to LIBOR Loans.

Borrowing Base Prepayments. (ia) If on any date The Borrower agrees that at no time shall the aggregate outstanding principal amount of the Loan shall Outstanding Advances with respect to any Acquisition exceed the Aggregate Construction Project Borrowing Base, determined as of such date, GSRP shall immediately pay the amount of such excess to the Administrative Agent together with interest accrued thereon to (but not including) the date of such payment and such amounts shall be applied by the Administrative Agent when received in good, collected funds as set forth in Section 2.5(d) hereof to prepay ratably each outstanding Advance. (ii) If on any date the aggregate outstanding principal amount of the Steamboat Loan shall exceed the Steamboat Construction Project Borrowing Base, determined as of such date, GSRP shall immediately pay the amount of such excess to the Administrative Agent together with interest accrued thereon to (but not including) the date of such payment and such amounts shall be applied by the Administrative Agent when received in good, collected funds as set forth in Section 2.5(d) hereof to prepay the Steamboat Loan, provided that, during the Syndication Period, the Steamboat Construction Borrowing Base shall be limited to 80% of for such Acquisition. In the aggregate amount of Construction Costs and interest costs for event that the Steamboat Project and shall, in no case, exceed $12,000,000 . If on any date the aggregate outstanding principal amount of the Canyons Loan shall exceed the Canyons Construction Project Borrowing Base, determined as of such date, GSRP shall immediately pay the amount of such excess to the Administrative Agent together with interest accrued thereon to (but not including) the date of such payment and such amounts shall be applied by the Administrative Agent when received in good, collected funds as set forth in Section 2.5(d) hereof to prepay the Canyons Loan. (iii) If on each of the following test dates the aggregate outstanding principal amount of all Inventory Outstanding Advances (other with respect to any Acquisition exceeds the Inventory Borrowing Base for such Acquisition, the Borrower shall immediately prepay such Advances in respect an amount sufficient to reduce the sum of the 1997 Projects) exceeds the maximum outstanding aggregate Outstanding principal amount of Inventory such Advances set forth belowto an amount not greater than the Borrowing Base for such Acquisition. (b) In addition, GSRP in the event the Borrower receives Distributable Cash during any calendar quarter, the Borrower shall immediately pay prepay any Outstanding Advances on the next succeeding Payment Date (or, if such Distributable Cash is received on a Payment Date, on such Payment Date) in an amount of equal to such excess to the Administrative Agent together with interest accrued thereon to (but not including) the date of such payment and such amounts Distributable Cash. Such Distributable Cash shall be applied by the Administrative Agent when received to Outstanding Advances pro rata in good, collected funds as set forth in Section 2.5(d) hereof ratably to all Inventory Advances (other than Inventory Advances in respect reduction of the 1997 Projects): ----------------------------------------------------------- ======================================================== Test Date Maximum Outstanding Principal Amount unpaid principal installments of Inventory such --- ---- Advances. (c) The Borrower shall have the right to prepay the Advances ----------------------------------------------------------- ======================================================== ----------------------------------------------------------- ======================================================== March 31from time to time without premium or penalty, 2001 in whole or in part, on the remainder last day of the Interest Period with respect thereto, provided that: (1) $60,000,000 minus (2i) the original outstanding Borrower shall -------- give the Agent notice of each such prepayment and (ii) partial prepayments shall be made in a minimum principal amount of the Mezzanine Debt, if any ----------------------------------------------------------- ======================================================== ----------------------------------------------------------- ======================================================== September 30, 2001 the remainder $250,000 and in integral multiples of (1) $40,000,000 minus (2) the original outstanding principal amount 25,000 in excess thereof. Prepayments of all Advances shall be accompanied by all interest then accrued and unpaid on such Advance. Such prepayment shall be applied first to pay accrued and unpaid interest on such Advances and then in reduction of the Mezzanine Debt, if any ----------------------------------------------------------- ======================================================== ----------------------------------------------------------- ======================================================== March 31, 2002 the remainder of (1) $15,000,000 minus (2) the original outstanding unpaid principal amount installments of the Mezzanine Debt, if any ----------------------------------------------------------- ======================================================== ----------------------------------------------------------- ======================================================== ----------------------------------------------------------- ========================================================Advances in the inverse order of their maturity.

Borrowing Base Prepayments. (ia) If on The aggregate principal amount of the Loans outstanding shall not as of the date of any date Borrowing Base Report exceed the amount of the Borrowing Base as of such date. In the event that for any reason the aggregate outstanding principal amount of the Loan shall exceed Loans exceeds the Aggregate Construction Project Borrowing Base, determined as the Borrower shall immediately, but in any event, not later than the next due date for the Borrowing Base Report required to be delivered to the Agent pursuant to Section 5.10 hereof (i) prepay the Loans in an amount sufficient to reduce the sum of such date, GSRP shall immediately pay the aggregate principal amount of the Loans to an amount not greater than the Borrowing Base or (ii) increase the amount of such excess the Borrowing Base by granting the Agent, as agent for the Lenders pursuant to the Administrative Agent together Security Agreement, a Lien pursuant to and as contemplated by Section 2.22 hereof and the Security Documents on additional Eligible Leases and Eligible Rental Contracts and Eligible Equipment or other security acceptable to the Lenders, in their sole discretion, such that, after giving effect to the grant of such Lien, the Borrowing Base equals or exceeds the aggregate principal amount of the Loans outstanding. (b) Subject to the delivery of a Notice pursuant to Section 2.2 and to the indemnity agreement set forth in Section 2.19 hereof, but otherwise without premium or penalty, the Borrower shall have the right to prepay any Loan at any time and from time to time in whole or in part; PROVIDED, HOWEVER, that (x) any such prepayment (other than a prepayment pursuant to Section 2.6 (a)) shall be in an amount not less than such amounts as provided in Section 2.13 (a) hereof; (y) prepayment of Libor Term Loans shall be subject to the provisions of Section 2.19 hereof; and (z) any such prepayment shall be made with interest accrued thereon to (but not including) the date of such payment and such amounts prepayment. Any prepayments under this Section 2.6(b) shall be applied by the Administrative Agent when received in goodfirst to the payment of interest accrued with respect to the Loans prepaid, collected funds as set forth in Section 2.5(d) hereof and the balance to prepay ratably each outstanding Advance. (ii) If on any date the aggregate outstanding principal amount of the Steamboat Loan shall exceed the Steamboat Construction Project Borrowing Basethereof; PROVIDED, determined as of such date, GSRP shall immediately pay the amount of such excess THAT with respect to the Administrative Agent together with interest accrued thereon to (but not including) the date of Term Loans such payment and such amounts prepayment shall be applied in inverse order of the maturity of the installments thereof. Upon the making of a prepayment of the entire outstanding principal balance of a Loan in accordance with the provisions of this Section 2.6(b) and provided that no Default or Event of Default shall then have occurred and be continuing or would occur as a result thereof, the Agent shall release the Eligible Equipment and Eligible Leases and Eligible Rental Contracts to which such prepayment relates from the security interest granted to the Agent on behalf of the Lenders hereunder upon the receipt by the Administrative Agent when received in good, collected funds as set forth in Section 2.5(d) hereof to prepay the Steamboat Loan, provided that, during the Syndication Period, the Steamboat Construction of a Compliance Certificate and a Borrowing Base Report indicating that upon such release the Borrower shall be limited to 80% in compliance with the terms of the aggregate amount of Construction Costs and interest costs for the Steamboat Project and shall, in no case, exceed $12,000,000 . If on any date the aggregate outstanding principal amount of the Canyons Loan shall exceed the Canyons Construction Project Borrowing Base, determined as of such date, GSRP shall immediately pay the amount of such excess to the Administrative Agent together with interest accrued thereon to (but not includingSection 2.6(a) the date of such payment and such amounts shall be applied by the Administrative Agent when received in good, collected funds as set forth in Section 2.5(d) hereof to prepay the Canyons Loanhereof. (iii) If on each of the following test dates the aggregate outstanding principal amount of all Inventory Advances (other the Inventory Advances in respect of the 1997 Projects) exceeds the maximum outstanding principal amount of Inventory Advances set forth below, GSRP shall immediately pay the amount of such excess to the Administrative Agent together with interest accrued thereon to (but not including) the date of such payment and such amounts shall be applied by the Administrative Agent when received in good, collected funds as set forth in Section 2.5(d) hereof ratably to all Inventory Advances (other than Inventory Advances in respect of the 1997 Projects): ----------------------------------------------------------- ======================================================== Test Date Maximum Outstanding Principal Amount of Inventory Advances ----------------------------------------------------------- ======================================================== ----------------------------------------------------------- ======================================================== March 31, 2001 the remainder of (1) $60,000,000 minus (2) the original outstanding principal amount of the Mezzanine Debt, if any ----------------------------------------------------------- ======================================================== ----------------------------------------------------------- ======================================================== September 30, 2001 the remainder of (1) $40,000,000 minus (2) the original outstanding principal amount of the Mezzanine Debt, if any ----------------------------------------------------------- ======================================================== ----------------------------------------------------------- ======================================================== March 31, 2002 the remainder of (1) $15,000,000 minus (2) the original outstanding principal amount of the Mezzanine Debt, if any ----------------------------------------------------------- ======================================================== ----------------------------------------------------------- ======================================================== ----------------------------------------------------------- ========================================================