Common use of Discharge of Liens Affecting Collateral Clause in Contracts

Discharge of Liens Affecting Collateral. If any mechanic's, laborer's, materialman's, statutory or other Lien shall be filed or otherwise imposed upon or against any item of the Collateral or any of the Projects, then GSRP shall, within 30 days after being given notice of the filing of such Lien or otherwise becoming aware of the imposition of such Lien, cause such Lien to be vacated or discharged of record by payment, deposit, bond, final order of a court of competent jurisdiction or otherwise. GSRP shall have the right, at its sole expense, to contest the validity of any such Lien or of the claim evidenced or secured thereby, by appropriate proceedings commenced prior to the expiration of the aforesaid 30-day period and thereafter diligently and continuously conducted in good faith to final determination, in which event GSRP shall not be required to cause any such Lien to be vacated or discharged of record in accordance with the immediately preceding paragraph if, and only so long as: (a) no final judicial determination in respect of any foreclosure or other enforcement proceeding in respect of such Lien or the claim evidenced or secured thereby shall have been rendered and no nonjudicial foreclosure proceeding or sale in respect of such Lien or such claim shall have been commenced; (b) no claim for liability of any kind shall have been asserted against the Administrative Agent or any Lender in connection with such Lien or the claim evidenced or secured thereby; and (c) if such Lien shall secure a claim of more than $50,000, GSRP shall have established an escrow with the Administrative Agent, or shall have delivered to the Administrative Agent a satisfactory bond issued by a surety acceptable to the Administrative Agent or a satisfactory letter of credit for the benefit of the Administrative Agent issued by a bank acceptable to the Administrative Agent, in each case in an amount estimated by the Administrative Agent to be adequate to cover (i) the unpaid amount of such claim, (ii) all interest, penalties and similar charges which reasonably can be expected to accrue by reason of such contest or by reason of such nonpayment, and (iii) all costs, fees and expenses (including, without limitation, attorneys' fees and disbursements) which reasonably can be expected to be incurred in connection therewith by the Administrative Agent, which escrow, bond or letter of credit shall be maintained in effect throughout such contest and the amount of which shall be increased from time to time if reasonably required by the Lender to cover the foregoing amounts in subclause (i), subclause (ii) and subclause (iii). GSRP shall inform the Administrative Agent, in advance and in writing, of its intention to contest any Lien securing a claim, or such claim itself, under this Section 3.8 if such claim shall exceed $50,000. Upon termination of any such contest (whether by final determination or otherwise), or at any time during the course of any such contest that the conditions relieving GSRP of its obligation to cause such Lien to be vacated or discharged shall no longer be satisfied or shall be discovered not to have been satisfied, GSRP shall cause such Lien to be vacated or discharged of record. At the Administrative Agent's option (at the instruction of the Steamboat Required Lenders, in the case of a Steamboat Project Lien, at the instruction of the Canyons Required Lenders, in the case of a Canyons Project Lien, at the instruction of the *Sugarbush Required Lenders, in the case of a *Sugarbush Project Lien, at the instruction of the *Sugarloaf Required Lenders in the case of a *Sugarloaf Project Lien, at the instruction of the Jordan Bowl Required Lenders, in the case of a Jordan Bowl Project Lien, at the instruction of the Attitash Required Lenders, in the case of an Attitash Project Lien, at the instruction of the Killington Required Lenders, in the case of a Killington Project Lien and at the instruction of the Mt. Snow Required Lenders, in the case of a Mt. Snow Project Lien), the escrow established or bond or letter of credit, as the case may be, delivered pursuant to this Section 3.8 may be, in the case of the escrow, liquidated, or, in the case of the bond or the letter of credit, drawn upon, at such time and the proceeds thereof may be applied to payment of all or any part of the claim evidenced or secured by such Lien and the interest, penalties, charges, costs, fees and expenses (including, without limitation, attorneys' fees and disbursements) referred to in subclause (ii) and subclause (iii) of the immediately preceding paragraph. Promptly after such Lien has been vacated or discharged of record, GSRP shall deliver to the Administrative Agent evidence reasonably satisfactory to the Administrative Agent that such Lien has been vacated or discharged of record. Thereafter, the amount then remaining in the escrow established pursuant to this Section 3.8 or such bond or letter of credit, as the case may be, shall be returned to GSRP free and clear of the Lien of this Agreement or any other Security Document so long as no Event of Default shall have occurred and be continuing or, if an Event of Default shall have occurred and be continuing, shall be retained by the Administrative Agent as part of the Collateral and deposited into the Cash Collateral Account. If any Lien shall not be vacated or discharged as required by this Section, then, in addition to any other right or remedy of the Lenders, the Administrative Agent may, but shall not be obligated to, discharge such Lien in such manner as the Administrative Agent may select, and the Administrative Agent shall be entitled (at the instruction of the Steamboat Required Lenders, in the case of a Steamboat Project Lien, at the instruction of the Canyons Required Lenders, in the case of a Canyons Project Lien, at the instruction of the *Sugarbush Required Lenders, in the case of a *Sugarbush Project Lien, at the instruction of the *Sugarloaf Required Lenders in the case of a *Sugarloaf Project Lien, at the instruction of the *Sugarloaf Required Lenders, in the case of a Jordan Bowl Project Lien, at the instruction of the Jordan Bowl Required Lenders, in the case of an Attitash Project Lien, at the instruction of the Attitash Required Lenders, in the case of a Killington Project Lien, at the instruction of the Killington Required Lenders and in the case of a Mt. Snow Project Lien, at the instruction of the Mt. Snow Required Lenders) to compel the prosecution of an action for the foreclosure of such Lien by the lienor and to pay the amount of any judgment in favor of such lienor with interest, costs and allowances. Upon request by the Administrative Agent, GSRP shall pay to the Administrative Agent, or to any other Person designated by the Administrative Agent, the amount of all payments made by the Administrative Agent as provided above and all costs, expenses and liabilities (including, without limitation, attorneys' fees and disbursements) incurred by the Administrative Agent in connection therewith, together with interest thereon at the Default Rate from the date paid or incurred by the Administrative Agent until the date so paid to, or as directed by, the Administrative Agent. To the extent permitted by law, the Administrative Agent shall thereupon be subrogated to the rights of such lienor and any such payments made by the Administrative Agent pursuant to this Section 3.8 shall be secured by the Collateral.

Discharge of Liens Affecting Collateral. If any mechanic's, laborer's, materialman's, statutory or other Lien (other than Permitted Exceptions) shall be filed or otherwise imposed upon or against any item of the Collateral or any of the ProjectsResort, then GSRP the Debtor shall, within 30 days after being given notice of the filing of such Lien or otherwise becoming aware of the imposition of such Lien, cause such Lien to be vacated or discharged of record by payment, deposit, bond, final order of a court of competent jurisdiction or otherwise. GSRP Except with respect to the Pledged Notes Receivable and the Pledged Note Receivable Deeds of Trust, the Debtor shall have the right, at its sole expense, to contest the validity of any such Lien or of the claim evidenced or secured thereby, by appropriate proceedings commenced prior to the expiration of the aforesaid 30-day period and thereafter diligently and continuously conducted in good faith to final determination, in which event GSRP the Debtor shall not be required to cause any such Lien to be vacated or discharged of record in accordance with the immediately preceding paragraph if, and only so long as: (a) no final judicial determination in respect of any foreclosure or other enforcement proceeding in respect of such Lien or the claim evidenced or secured thereby shall have been rendered and no nonjudicial foreclosure proceeding or sale in respect of such Lien or such claim shall have been commenced; (b) no claim for liability of any kind shall have been asserted against the Administrative Agent or any Lender in connection with such Lien or the claim evidenced or secured thereby; and (c) if such Lien shall secure a claim of more than $50,00020,000, GSRP the Debtor shall have established an escrow with the Administrative AgentLender, or shall have delivered to the Administrative Agent Lender a satisfactory bond issued by a surety acceptable to the Administrative Agent Lender or a satisfactory letter of credit for the benefit of the Administrative Agent Lender issued by a bank acceptable to the Administrative AgentLender, in each case in an amount estimated by the Administrative Agent to be adequate to cover (i) the unpaid amount of such claim, (ii) all interest, penalties and similar charges which reasonably can be expected to accrue by reason of such contest or by reason of such nonpayment, and (iii) all costs, fees and expenses (including, without limitation, attorneys' fees and disbursements) which reasonably can be expected to be incurred in connection therewith by the Administrative Agent, which escrow, bond or letter of credit shall be maintained in effect throughout such contest and the amount of which shall be increased from time to time if reasonably required by the Lender to cover the foregoing amounts in subclause (i), subclause (ii) and subclause (iii). GSRP shall inform the Administrative Agent, in advance and in writing, of its intention to contest any Lien securing a claim, or such claim itself, under this Section 3.8 if such claim shall exceed $50,000. Upon termination of any such contest (whether by final determination or otherwise), or at any time during the course of any such contest that the conditions relieving GSRP of its obligation to cause such Lien to be vacated or discharged shall no longer be satisfied or shall be discovered not to have been satisfied, GSRP shall cause such Lien to be vacated or discharged of record. At the Administrative Agent's option (at the instruction of the Steamboat Required Lenders, in the case of a Steamboat Project Lien, at the instruction of the Canyons Required Lenders, in the case of a Canyons Project Lien, at the instruction of the *Sugarbush Required Lenders, in the case of a *Sugarbush Project Lien, at the instruction of the *Sugarloaf Required Lenders in the case of a *Sugarloaf Project Lien, at the instruction of the Jordan Bowl Required Lenders, in the case of a Jordan Bowl Project Lien, at the instruction of the Attitash Required Lenders, in the case of an Attitash Project Lien, at the instruction of the Killington Required Lenders, in the case of a Killington Project Lien and at the instruction of the Mt. Snow Required Lenders, in the case of a Mt. Snow Project Lien), the escrow established or bond or letter of credit, as the case may be, delivered pursuant to this Section 3.8 may be, in the case of the escrow, liquidated, or, in the case of the bond or the letter of credit, drawn upon, at such time and the proceeds thereof may be applied to payment of all or any part of the claim evidenced or secured by such Lien and the interest, penalties, charges, costs, fees and expenses (including, without limitation, attorneys' fees and disbursements) referred to in subclause (ii) and subclause (iii) of the immediately preceding paragraph. Promptly after such Lien has been vacated or discharged of record, GSRP shall deliver to the Administrative Agent evidence reasonably satisfactory to the Administrative Agent that such Lien has been vacated or discharged of record. Thereafter, the amount then remaining in the escrow established pursuant to this Section 3.8 or such bond or letter of credit, as the case may be, shall be returned to GSRP free and clear of the Lien of this Agreement or any other Security Document so long as no Event of Default shall have occurred and be continuing or, if an Event of Default shall have occurred and be continuing, shall be retained by the Administrative Agent as part of the Collateral and deposited into the Cash Collateral Account. If any Lien shall not be vacated or discharged as required by this Section, then, in addition to any other right or remedy of the Lenders, the Administrative Agent may, but shall not be obligated to, discharge such Lien in such manner as the Administrative Agent may select, and the Administrative Agent shall be entitled (at the instruction of the Steamboat Required Lenders, in the case of a Steamboat Project Lien, at the instruction of the Canyons Required Lenders, in the case of a Canyons Project Lien, at the instruction of the *Sugarbush Required Lenders, in the case of a *Sugarbush Project Lien, at the instruction of the *Sugarloaf Required Lenders in the case of a *Sugarloaf Project Lien, at the instruction of the *Sugarloaf Required Lenders, in the case of a Jordan Bowl Project Lien, at the instruction of the Jordan Bowl Required Lenders, in the case of an Attitash Project Lien, at the instruction of the Attitash Required Lenders, in the case of a Killington Project Lien, at the instruction of the Killington Required Lenders and in the case of a Mt. Snow Project Lien, at the instruction of the Mt. Snow Required Lenders) to compel the prosecution of an action for the foreclosure of such Lien by the lienor and to pay the amount of any judgment in favor of such lienor with interest, costs and allowances. Upon request by the Administrative Agent, GSRP shall pay to the Administrative Agent, or to any other Person designated by the Administrative Agent, the amount of all payments made by the Administrative Agent as provided above and all costs, expenses and liabilities (including, without limitation, attorneys' fees and disbursements) incurred by the Administrative Agent in connection therewith, together with interest thereon at the Default Rate from the date paid or incurred by the Administrative Agent until the date so paid to, or as directed by, the Administrative Agent. To the extent permitted by law, the Administrative Agent shall thereupon be subrogated to the rights of such lienor and any such payments made by the Administrative Agent pursuant to this Section 3.8 shall be secured by the Collateral.the

Discharge of Liens Affecting Collateral. If any mechanic's, laborer's, materialman's, statutory or other Lien (other than Permitted Exceptions) shall be filed or otherwise imposed upon or against any item of the Collateral or any of the ProjectsResort, then GSRP the Debtor shall, within 30 days after being given notice of the filing of such Lien or otherwise becoming aware of the imposition of such Lien, cause such Lien to be vacated or discharged of record by payment, deposit, bond, final order of a court of competent jurisdiction or otherwise. GSRP The Debtor shall have the right, at its sole expense, to contest the validity of any such Lien or of the claim evidenced or secured thereby, by appropriate proceedings commenced prior to the expiration of the aforesaid 30-30- day period and thereafter diligently and continuously conducted in good faith to final determination, in which event GSRP the Debtor shall not be required to cause any such Lien to be vacated or discharged of record in accordance with the immediately preceding paragraph if, and only so long as: (a) no final judicial determination in respect of any foreclosure or other enforcement proceeding in respect of such Lien or the claim evidenced or secured thereby shall have been rendered and no nonjudicial foreclosure proceeding or sale in respect of such Lien or such claim shall have been commenced; (b) no claim for liability of any kind shall have been asserted against the Administrative Agent or any Lender in connection with such Lien or the claim evidenced or secured thereby; and (c) if such Lien shall secure a claim of more than $50,00020,000, GSRP the Debtor shall have established an escrow with the Administrative AgentLender, or shall have delivered to the Administrative Agent Lender a satisfactory bond issued by a surety acceptable to the Administrative Agent Lender or a satisfactory letter of credit for the benefit of the Administrative Agent Lender issued by a bank acceptable to the Administrative AgentLender, in each case in an amount estimated by the Administrative Agent Lender to be adequate to cover (i) the unpaid amount of such claim, (ii) all interest, penalties and similar charges which reasonably can be expected to accrue by reason of such contest or by reason of such nonpayment, and (iii) all costs, fees and expenses (including, without limitation, attorneys' fees and disbursements) which reasonably can be expected to be incurred in connection therewith by the Administrative AgentLender, which escrow, bond or letter of credit shall be maintained in effect throughout such contest and the amount of which shall be increased from time to time if reasonably required by the Lender to cover the foregoing amounts in subclause (i), subclause (ii) and subclause (iii). GSRP The Debtor shall inform the Administrative AgentLender, in advance and in writing, of its intention to contest any Lien securing a claim, or such claim itself, under this Section 3.8 if such claim shall exceed $50,00020,000. Upon termination of any such contest (whether by final determination or otherwise), or at any time during the course of any such contest that the conditions relieving GSRP the Debtor of its obligation to cause such Lien to be vacated or discharged shall no longer be satisfied or shall be discovered not to have been satisfied, GSRP the Debtor shall cause such Lien to be vacated or discharged of record. At the Administrative AgentLender's option (at the instruction of the Steamboat Required Lenders, in the case of a Steamboat Project Lien, at the instruction of the Canyons Required Lenders, in the case of a Canyons Project Lien, at the instruction of the *Sugarbush Required Lenders, in the case of a *Sugarbush Project Lien, at the instruction of the *Sugarloaf Required Lenders in the case of a *Sugarloaf Project Lien, at the instruction of the Jordan Bowl Required Lenders, in the case of a Jordan Bowl Project Lien, at the instruction of the Attitash Required Lenders, in the case of an Attitash Project Lien, at the instruction of the Killington Required Lenders, in the case of a Killington Project Lien and at the instruction of the Mt. Snow Required Lenders, in the case of a Mt. Snow Project Lien)option, the escrow established or bond or letter of credit, as the case may be, delivered pursuant to this Section 3.8 may be, in the case of the escrow, liquidated, or, in the case of the bond or the letter of credit, drawn upon, at such time and the proceeds thereof may be applied to payment of all or any part of the claim evidenced or secured by such Lien and the interest, penalties, charges, costs, fees and expenses (including, without limitation, attorneys' fees and disbursements) referred to in subclause (ii) and subclause (iii) of the immediately preceding paragraph. Promptly after such Lien has been vacated or discharged of record, GSRP the Debtor shall deliver to the Administrative Agent Lender evidence reasonably satisfactory to the Administrative Agent Lender that such Lien has been vacated or discharged of record. Thereafter, the amount then remaining in the escrow established pursuant to this Section 3.8 or such bond or letter of credit, as the case may be, shall be returned to GSRP the Debtor free and clear of the Lien of this Agreement or any other Security Document so long as no Event of Default shall have occurred and be continuing or, if an Event of Default shall have occurred and be continuing, shall be retained by the Administrative Agent Lender as part of the Collateral and deposited into the Cash Collateral AccountCollateral. If any Lien shall not be vacated or discharged as required by this Section, then, in addition to any other right or remedy of the LendersLender, the Administrative Agent Lender may, but shall not be obligated to, discharge such Lien in such manner as the Administrative Agent Lender may select, and the Administrative Agent Lender shall be entitled (at entitled, if the instruction of the Steamboat Required LendersLender shall so elect, in the case of a Steamboat Project Lien, at the instruction of the Canyons Required Lenders, in the case of a Canyons Project Lien, at the instruction of the *Sugarbush Required Lenders, in the case of a *Sugarbush Project Lien, at the instruction of the *Sugarloaf Required Lenders in the case of a *Sugarloaf Project Lien, at the instruction of the *Sugarloaf Required Lenders, in the case of a Jordan Bowl Project Lien, at the instruction of the Jordan Bowl Required Lenders, in the case of an Attitash Project Lien, at the instruction of the Attitash Required Lenders, in the case of a Killington Project Lien, at the instruction of the Killington Required Lenders and in the case of a Mt. Snow Project Lien, at the instruction of the Mt. Snow Required Lenders) to compel the prosecution of an action for the foreclosure of such Lien by the lienor and and, if the Lender shall so elect, to pay the amount of any judgment in favor of such lienor with interest, costs and allowances. Upon request by the Administrative AgentLender, GSRP the Debtor shall pay to the Administrative AgentLender, or to any other Person designated by the Administrative AgentLender, the amount of all payments made by the Administrative Agent Lender as provided above and all costs, expenses and liabilities (including, without limitation, attorneys' fees and disbursements) incurred by the Administrative Agent Lender in connection therewith, together with interest thereon at the Default Rate from the date paid or incurred by the Administrative Agent Lender until the date so paid to, or as directed by, the Administrative AgentLender. To the extent permitted by law, the Administrative Agent Lender shall thereupon be subrogated to the rights of such lienor and any such payments made by the Administrative Agent Lender pursuant to this Section 3.8 shall be secured by the Collateral.

Discharge of Liens Affecting Collateral. If any mechanic's’s, laborer's’s, materialman's’s, statutory or other Lien shall be filed or otherwise imposed upon or against any item of the Collateral or any of the ProjectsPledged Interval or Additional Resort, then GSRP Borrower shall, within 30 days after being given notice of the filing of such Lien or otherwise becoming aware of the imposition of such Lien, cause such Lien to be vacated or discharged of record by payment, deposit, bond, final order of a court of competent jurisdiction or otherwise. GSRP Borrower shall have the right, at its sole expense, to contest the validity of any such Lien or of the claim evidenced or secured thereby, by appropriate proceedings commenced prior to the expiration of the aforesaid 30-day period and thereafter diligently and continuously conducted in good faith to final determination, in which event GSRP Borrower shall not be required to cause any such Lien to be vacated or discharged of record in accordance with the immediately preceding paragraph if, and only so long as: (a) no final judicial determination in respect of any foreclosure or other enforcement proceeding in respect of such Lien or the claim evidenced or secured thereby shall have been rendered and no nonjudicial foreclosure proceeding or sale in respect of such Lien or such claim shall have been commenced; (b) no claim for liability of any kind shall have been asserted against the Administrative Agent or any Lender in connection with such Lien or the claim evidenced or secured thereby; and (c) if such Lien shall secure a claim of more than $50,000100,000, GSRP Borrower shall have established an escrow with the Administrative AgentLender, or shall have delivered to the Administrative Agent Lender a satisfactory bond issued by a surety acceptable to the Administrative Agent Lender or a satisfactory letter of credit for the benefit of the Administrative Agent Lender issued by a bank acceptable to the Administrative AgentLender, in each case in an amount estimated by the Administrative Agent Lender to be adequate to cover (i) the unpaid amount of such claim, (ii) all interest, penalties and similar charges which reasonably can be expected to accrue by reason of such contest or by reason of such nonpayment, and (iii) all costs, fees and expenses (including, without limitation, attorneys' ’ fees and disbursements) which reasonably can be expected to be incurred in connection therewith by the Administrative AgentLender, which escrow, bond or letter of credit shall be maintained in effect throughout such contest and the amount of which shall be increased from time to time if reasonably required by the Lender to cover the foregoing amounts in subclause (i), subclause (ii) and subclause (iii). GSRP Borrower shall inform the Administrative AgentLender, in advance and in writing, of its intention to contest any Lien securing a claim, or such claim itself, under this Section 3.8 if such claim shall exceed $50,000100,000. Upon termination of any such contest (whether by final determination or otherwise), or at any time during the course of any such contest that the conditions relieving GSRP Borrower of its obligation to cause such Lien to be vacated or discharged shall no longer be satisfied or shall be discovered not to have been satisfied, GSRP Borrower shall cause such Lien to be vacated or discharged of record. At the Administrative Agent's option (at the instruction of the Steamboat Required Lenders, in the case of a Steamboat Project Lien, at the instruction of the Canyons Required Lenders, in the case of a Canyons Project Lien, at the instruction of the *Sugarbush Required Lenders, in the case of a *Sugarbush Project Lien, at the instruction of the *Sugarloaf Required Lenders in the case of a *Sugarloaf Project Lien, at the instruction of the Jordan Bowl Required Lenders, in the case of a Jordan Bowl Project Lien, at the instruction of the Attitash Required Lenders, in the case of an Attitash Project Lien, at the instruction of the Killington Required Lenders, in the case of a Killington Project Lien and at the instruction of the Mt. Snow Required Lenders, in the case of a Mt. Snow Project Lien)Lender’s option, the escrow established or bond or letter of credit, as the case may be, delivered pursuant to this Section 3.8 may be, in the case of the escrow, liquidated, or, in the case of the bond or the letter of credit, drawn upon, at such time and the proceeds thereof may be applied to payment of all or any part of the claim evidenced or secured by such Lien and the interest, penalties, charges, costs, fees and expenses (including, without limitation, attorneys' ’ fees and disbursements) referred to in subclause (ii) and subclause (iii) of the immediately preceding paragraph. Promptly after such Lien has been vacated or discharged of record, GSRP Borrower shall deliver to the Administrative Agent Lender evidence reasonably satisfactory to the Administrative Agent Lender that such Lien has been vacated or discharged of record. Thereafter, the amount then remaining in the escrow established pursuant to this Section 3.8 or such bond or letter of credit, as the case may be, shall be returned to GSRP Borrower free and clear of the Lien of this Agreement or any other Security Document so long as no Event of Default shall have occurred and be continuing or, if an Event of Default shall have occurred and be continuing, shall be retained by the Administrative Agent Lender as part of the Collateral and deposited into the Cash Collateral AccountCollateral. AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT If any Lien shall not be vacated or discharged as required by this Section, then, in addition to any other right or remedy of the LendersLender, the Administrative Agent Lender may, but shall not be obligated to, discharge such Lien in such manner as the Administrative Agent Lender may select, and the Administrative Agent Lender shall be entitled (at the instruction of the Steamboat Required Lendersentitled, in the case of a Steamboat Project Lienif Lender shall so elect, at the instruction of the Canyons Required Lenders, in the case of a Canyons Project Lien, at the instruction of the *Sugarbush Required Lenders, in the case of a *Sugarbush Project Lien, at the instruction of the *Sugarloaf Required Lenders in the case of a *Sugarloaf Project Lien, at the instruction of the *Sugarloaf Required Lenders, in the case of a Jordan Bowl Project Lien, at the instruction of the Jordan Bowl Required Lenders, in the case of an Attitash Project Lien, at the instruction of the Attitash Required Lenders, in the case of a Killington Project Lien, at the instruction of the Killington Required Lenders and in the case of a Mt. Snow Project Lien, at the instruction of the Mt. Snow Required Lenders) to compel the prosecution of an action for the foreclosure of such Lien by the lienor and and, if Lender shall so elect, to pay the amount of any judgment in favor of such lienor with interest, costs and allowances. Upon request by the Administrative AgentLender, GSRP Borrower shall pay to the Administrative AgentLender, or to any other Person designated by the Administrative AgentLender, the amount of all payments made by the Administrative Agent Lender as provided above and all costs, expenses and liabilities (including, without limitation, attorneys' ’ fees and disbursements) incurred by the Administrative Agent Lender in connection therewith, together with interest thereon at the Default Rate from the date paid or incurred by the Administrative Agent Lender until the date so paid to, or as directed by, the Administrative AgentLender. To the extent permitted by law, the Administrative Agent Lender shall thereupon be subrogated to the rights of such lienor and any such payments made by the Administrative Agent Lender pursuant to this Section 3.8 shall be secured by the Collateral.

Discharge of Liens Affecting Collateral. If any mechanic's’s, laborer's’s, materialman'smaterialmen’s, statutory or other Lien shall be filed or otherwise imposed upon or against any item of the Collateral or all or any portion of the ProjectsProperty, then GSRP Borrowers shall, within 30 sixty (60) days after being given notice of the filing of such Lien or otherwise becoming aware of the imposition of such Lien, cause such Lien to be vacated or discharged of record by payment, deposit, bond, final order of a court of competent jurisdiction or otherwise. GSRP Borrowers shall have the right, at its their sole expense, to contest the validity of any such Lien or of the claim evidenced or secured thereby, by appropriate proceedings commenced prior to the expiration of the aforesaid 3060-day period and thereafter diligently and continuously conducted in good faith to final determination, in which event GSRP Borrowers shall not be required to cause any such Lien to be vacated or discharged of record in accordance with the immediately preceding paragraph if, and only so long as: (a) no final judicial determination in respect of any foreclosure or other enforcement proceeding in respect of such Lien or the claim evidenced or secured thereby shall have been rendered and no nonjudicial foreclosure proceeding or sale in respect of such Lien or such claim shall have been commenced; (b) no final judicial determination of a claim for liability of any kind shall have been asserted rendered against the Administrative Agent or any Lender in connection with such Lien or the claim evidenced or secured thereby; and (c) if such Lien shall secure a claim of more than $50,000350,000 or if such Lien secures an amount in excess of $50,000 and encumbers any Assessment Lien Property, GSRP Borrowers shall have established an escrow with the Administrative Agent, or shall have delivered to the Administrative Agent a satisfactory bond issued by a surety acceptable to the Administrative Agent or a satisfactory letter of credit for the benefit of Agent, for the Administrative Agent benefit of itself and Lenders issued by a bank acceptable to the Administrative Agent, in each case in an amount reasonably estimated by the Administrative Agent to be adequate to cover (i) the unpaid amount of such claim, (ii) all interest, penalties and similar charges which reasonably can be expected to accrue by reason of such contest or by reason of such nonpayment, and (iii) all out-of-pocket costs, fees and expenses (including, without limitation, reasonable attorneys' ’ fees and disbursements) which reasonably can be expected to be incurred in connection therewith by the Administrative AgentAgent or any Lender, which escrow, bond or letter of credit shall be maintained in effect throughout such contest and the amount of which shall be increased from time to time if reasonably required by the Lender Agent to cover the foregoing amounts in subclause (i), subclause (ii) and subclause (iii). GSRP Borrowers shall inform the Administrative Agent, in advance and in writing, of its intention to contest any Lien securing a claim, or such claim itself, under this Section 3.8 if such claim shall exceed $50,000100,000 or any Lien encumbering any Assessment Lien Property. Upon termination of any such contest (whether by final determination or otherwise), or at any time during the course of any such contest that the conditions relieving GSRP Borrowers of its their obligation to cause such Lien to be vacated or discharged shall no longer be satisfied or shall be discovered not to have been satisfied, GSRP Borrowers shall cause such Lien to be vacated or discharged of record. At Following the Administrative Agent's option (at occurrence and during the instruction of the Steamboat Required Lenders, in the case continuation of a Steamboat Project LienDefault or Event of Default, at the instruction of the Canyons Required Lenders, in the case of a Canyons Project Lien, at the instruction of the *Sugarbush Required Lenders, in the case of a *Sugarbush Project Lien, at the instruction of the *Sugarloaf Required Lenders in the case of a *Sugarloaf Project Lien, at the instruction of the Jordan Bowl Required Lenders, in the case of a Jordan Bowl Project Lien, at the instruction of the Attitash Required Lenders, in the case of an Attitash Project Lien, at the instruction of the Killington Required Lenders, in the case of a Killington Project Lien and at the instruction of the Mt. Snow Required Lenders, in the case of a Mt. Snow Project Lien)Agent’s option, the escrow established or bond or letter of credit, as the case may be, delivered pursuant to this Section 3.8 may be, in the case of the escrow, liquidated, or, in the case of the bond or the letter of credit, drawn upon, at such time and the proceeds thereof may be applied to payment of all or any part of the claim evidenced or secured by such Lien and the interest, penalties, charges, costs, fees and expenses (including, without limitation, attorneys' ’ fees and disbursements) referred to in subclause (ii) and subclause (iii) of the immediately preceding paragraph. Promptly after such Lien has been vacated or discharged of record, GSRP Borrowers shall deliver to the Administrative Agent evidence reasonably satisfactory to the Administrative Agent that such Lien has been vacated or discharged of record. Thereafter, the amount then remaining in the escrow established pursuant to this Section 3.8 or such bond or letter of credit, as the case may be, shall be returned to GSRP Borrowers free and clear of the Lien of this Agreement or any other Security Document so long as no Event of Default shall have occurred and be continuing or, if an Event of Default shall have occurred and be continuing, shall be retained by the Administrative Agent as part of the Collateral and deposited into the Cash Collateral Account. If any Lien shall not be vacated or discharged as required by this Section, then, in addition to any other right or remedy of the Lenders, the Administrative Agent may, but shall not be obligated to, discharge such Lien in such manner as the Administrative Agent may select, and the Administrative Agent shall be entitled (at the instruction of the Steamboat Required Lenders, in the case of a Steamboat Project Lien, at the instruction of the Canyons Required Lenders, in the case of a Canyons Project Lien, at the instruction of the *Sugarbush Required Lenders, in the case of a *Sugarbush Project Lien, at the instruction of the *Sugarloaf Required Lenders in the case of a *Sugarloaf Project Lien, at the instruction of the *Sugarloaf Required Lenders, in the case of a Jordan Bowl Project Lien, at the instruction of the Jordan Bowl Required Lenders, in the case of an Attitash Project Lien, at the instruction of the Attitash Required Lenders, in the case of a Killington Project Lien, at the instruction of the Killington Required Lenders and in the case of a Mt. Snow Project Lien, at the instruction of the Mt. Snow Required Lenders) to compel the prosecution of an action for the foreclosure of such Lien by the lienor and to pay the amount of any judgment in favor of such lienor with interest, costs and allowances. Upon request by the Administrative Agent, GSRP shall pay to the Administrative Agent, or to any other Person designated by the Administrative Agent, the amount of all payments made by the Administrative Agent as provided above and all costs, expenses and liabilities (including, without limitation, attorneys' fees and disbursements) incurred by the Administrative Agent in connection therewith, together with interest thereon at the Default Rate from the date paid or incurred by the Administrative Agent until the date so paid to, or as directed by, the Administrative Agent. To the extent permitted by law, the Administrative Agent shall thereupon be subrogated to the rights of such lienor and any such payments made by the Administrative Agent pursuant to this Section 3.8 shall be secured by the Collateral.

Discharge of Liens Affecting Collateral. If any mechanic's, laborer's, materialman's, statutory or other Lien shall be filed or otherwise imposed upon or against any item of the Collateral or any of the ProjectsPledged Interval, then GSRP Borrower shall, within 30 days after being given notice of the filing of such Lien or otherwise becoming aware of the imposition of such Lien, cause such Lien to be vacated or discharged of record by payment, deposit, bond, final order of a court of competent jurisdiction or otherwise. GSRP Borrower shall have the right, at its sole expense, to contest the validity of any such Lien or of the claim evidenced or secured thereby, by appropriate proceedings commenced prior to the expiration of the aforesaid 30-day period and thereafter diligently and continuously conducted in good faith to final determination, in which event GSRP Borrower shall not be required to cause any such Lien to be vacated or discharged of record in accordance with the immediately preceding paragraph if, and only so long as: (a) no final judicial determination in respect of any foreclosure or other enforcement proceeding in respect of such Lien or the claim evidenced or secured thereby shall have been rendered and no nonjudicial foreclosure proceeding or sale in respect of such Lien or such claim shall have been commenced;; LOAN AND SECURITY AGREEMENT (b) no claim for liability of any kind shall have been asserted against the Administrative Agent or any Lender in connection with such Lien or the claim evidenced or secured thereby; and (c) if such Lien shall secure a claim of more than $50,000100,000, GSRP Borrower shall have established an escrow with the Administrative AgentLender, or shall have delivered to the Administrative Agent Lender a satisfactory bond issued by a surety acceptable to the Administrative Agent Lender or a satisfactory letter of credit for the benefit of the Administrative Agent Lender issued by a bank acceptable to the Administrative AgentLender, in each case in an amount estimated by the Administrative Agent Lender to be adequate to cover (i) the unpaid amount of such claim, (ii) all interest, penalties and similar charges which reasonably can be expected to accrue by reason of such contest or by reason of such nonpayment, and (iii) all costs, fees and expenses (including, without limitation, attorneys' fees and disbursements) which reasonably can be expected to be incurred in connection therewith by the Administrative AgentLender, which escrow, bond or letter of credit shall be maintained in effect throughout such contest and the amount of which shall be increased from time to time if reasonably required by the Lender to cover the foregoing amounts in subclause (i), subclause (ii) and subclause (iii). GSRP Borrower shall inform the Administrative AgentLender, in advance and in writing, of its intention to contest any Lien securing a claim, or such claim itself, under this Section 3.8 if such claim shall exceed $50,000100,000. Upon termination of any such contest (whether by final determination or otherwise), or at any time during the course of any such contest that the conditions relieving GSRP Borrower of its obligation to cause such Lien to be vacated or discharged shall no longer be satisfied or shall be discovered not to have been satisfied, GSRP Borrower shall cause such Lien to be vacated or discharged of record. At the Administrative AgentLender's option (at the instruction of the Steamboat Required Lenders, in the case of a Steamboat Project Lien, at the instruction of the Canyons Required Lenders, in the case of a Canyons Project Lien, at the instruction of the *Sugarbush Required Lenders, in the case of a *Sugarbush Project Lien, at the instruction of the *Sugarloaf Required Lenders in the case of a *Sugarloaf Project Lien, at the instruction of the Jordan Bowl Required Lenders, in the case of a Jordan Bowl Project Lien, at the instruction of the Attitash Required Lenders, in the case of an Attitash Project Lien, at the instruction of the Killington Required Lenders, in the case of a Killington Project Lien and at the instruction of the Mt. Snow Required Lenders, in the case of a Mt. Snow Project Lien)option, the escrow established or bond or letter of credit, as the case may be, delivered pursuant to this Section 3.8 may be, in the case of the escrow, liquidated, or, in the case of the bond or the letter of credit, drawn upon, at such time and the proceeds thereof may be applied to payment of all or any part of the claim evidenced or secured by such Lien and the interest, penalties, charges, costs, fees and expenses (including, without limitation, attorneys' fees and disbursements) referred to in subclause (ii) and subclause (iii) of the immediately preceding paragraph. Promptly after such Lien has been vacated or discharged of record, GSRP Borrower shall deliver to the Administrative Agent Lender evidence reasonably satisfactory to the Administrative Agent Lender that such Lien has been vacated or discharged of record. Thereafter, the amount then remaining in the escrow established pursuant to this Section 3.8 or such bond or letter of credit, as the case may be, shall be returned to GSRP Borrower free and clear of the Lien of this Agreement or any other Security Document so long as no Event of Default shall have occurred and be continuing or, if an Event of Default shall have occurred and be continuing, shall be retained by the Administrative Agent Lender as part of the Collateral and deposited into the Cash Collateral AccountCollateral. If any Lien shall not be vacated or discharged as required by this Section, then, in addition to any other right or remedy of the LendersLender, the Administrative Agent Lender may, but shall not be obligated to, discharge such Lien in such manner as the Administrative Agent Lender may select, and the Administrative Agent Lender shall be entitled (at the instruction of the Steamboat Required Lendersentitled, in the case of a Steamboat Project Lienif Lender shall so elect, at the instruction of the Canyons Required Lenders, in the case of a Canyons Project Lien, at the instruction of the *Sugarbush Required Lenders, in the case of a *Sugarbush Project Lien, at the instruction of the *Sugarloaf Required Lenders in the case of a *Sugarloaf Project Lien, at the instruction of the *Sugarloaf Required Lenders, in the case of a Jordan Bowl Project Lien, at the instruction of the Jordan Bowl Required Lenders, in the case of an Attitash Project Lien, at the instruction of the Attitash Required Lenders, in the case of a Killington Project Lien, at the instruction of the Killington Required Lenders and in the case of a Mt. Snow Project Lien, at the instruction of the Mt. Snow Required Lenders) to compel the prosecution of an action for the foreclosure of such Lien by the lienor and and, if Lender shall so elect, to pay the amount of any judgment in favor of such lienor with interest, costs and allowances. Upon request by the Administrative AgentLender, GSRP Borrower shall pay to the Administrative AgentLender, or to any other Person designated by the Administrative AgentLender, the amount of all payments made by the Administrative Agent Lender as provided above and all costs, expenses and liabilities (including, without limitation, attorneys' fees and disbursements) incurred by the Administrative Agent Lender in connection therewith, together with interest thereon at the LOAN AND SECURITY AGREEMENT Default Rate from the date paid or incurred by the Administrative Agent Lender until the date so paid to, or as directed by, the Administrative AgentLender. To the extent permitted by law, the Administrative Agent Lender shall thereupon be subrogated to the rights of such lienor and any such payments made by the Administrative Agent Lender pursuant to this Section 3.8 shall be secured by the Collateral.

Discharge of Liens Affecting Collateral. If any mechanic's, laborer's, materialman's, statutory or other Lien shall be filed or otherwise imposed upon or against any item of the Collateral or any of the Projects, then GSRP the Borrower shall, within 30 days after being given notice of the filing of such Lien or otherwise becoming aware of the imposition of such Lien, cause such Lien to be vacated or discharged of record by payment, deposit, bond, final order of a court of competent jurisdiction or otherwise. GSRP The Borrower shall have the right, at its sole expense, to contest the validity of any such Lien or of the claim evidenced or secured thereby, by appropriate proceedings commenced prior to the expiration of the aforesaid 30-day period and thereafter diligently and continuously conducted in good faith to final determination, in which event GSRP the Borrower shall not be required to cause any such Lien to be vacated or discharged of record in accordance with the immediately preceding paragraph if, and only so long as: (a) no final judicial determination in respect of any foreclosure or other enforcement proceeding in respect of such Lien or the claim evidenced or secured thereby shall have been rendered and no nonjudicial foreclosure proceeding or sale in respect of such Lien or such claim shall have been commenced; (b) no claim for liability of any kind shall have been asserted against the Administrative Agent or any Lender in connection with such Lien or the claim evidenced or secured thereby; and (c) if such Lien shall secure a claim of more than $50,000, GSRP the Borrower shall have established an escrow with the Administrative Agent, or shall have delivered to the Administrative Agent a satisfactory bond issued by a surety acceptable to the Administrative Agent or a satisfactory letter of credit for the benefit of the Administrative Agent issued by a bank acceptable to the Administrative Agent, in each case in an amount estimated by the Administrative Agent to be adequate to cover (i) the unpaid amount of such claim, (ii) all interest, penalties and similar charges which reasonably can be expected to accrue by reason of such contest or by reason of such nonpayment, and (iii) all costs, fees and expenses (including, without limitation, attorneys' fees and disbursements) which reasonably can be expected to be incurred in connection therewith by the Administrative Agent, which escrow, bond or letter of credit shall be maintained in effect throughout such contest and the amount of which shall be increased from time to time if reasonably required by the Lender to cover the foregoing amounts in subclause (i), subclause (ii) and subclause (iii). GSRP The Borrower shall inform the Administrative Agent, in advance and in writing, of its intention to contest any Lien securing a claim, or such claim itself, under this Section 3.8 if such claim shall exceed $50,000. Upon termination of any such contest (whether by final determination or otherwise), or at any time during the course of any such contest that the conditions relieving GSRP the Borrower of its obligation to cause such Lien to be vacated or discharged shall no longer be satisfied or shall be discovered not to have been satisfied, GSRP the Borrower shall cause such Lien to be vacated or discharged of record. At the Administrative Agent's option (at the instruction of the Steamboat Required Lenders, in the case of a Steamboat Project Lien, at the instruction of the Canyons Required Lenders, in the case of a Canyons Project Lien, at the instruction of the *Sugarbush Required Lenders, in the case of a *Sugarbush Project Lien, at the instruction of the *Sugarloaf Required Lenders in the case of a *Sugarloaf Project Lien, at the instruction of the Jordan Bowl Required Lenders, in the case of a Jordan Bowl Project Lien, at the instruction of the Attitash Required Lenders, in the case of an Attitash Project Lien, at the instruction of the Killington Required Lenders, in the case of a Killington Project Lien and at the instruction of the Mt. Snow Required Lenders, in the case of a Mt. Snow Project Lien), the escrow established or bond or letter of credit, as the case may be, delivered pursuant to this Section 3.8 may be, in the case of the escrow, liquidated, or, in the case of the bond or the letter of credit, drawn upon, at such time and the proceeds thereof may be applied to payment of all or any part of the claim evidenced or secured by such Lien and the interest, penalties, charges, costs, fees and expenses (including, without limitation, attorneys' fees and disbursements) referred to in subclause (ii) and subclause (iii) of the immediately preceding paragraph. Promptly after such Lien has been vacated or discharged of record, GSRP the Borrower shall deliver to the Administrative Agent evidence reasonably satisfactory to the Administrative Agent that such Lien has been vacated or discharged of record. Thereafter, the amount then remaining in the escrow established pursuant to this Section 3.8 or such bond or letter of credit, as the case may be, shall be returned to GSRP the Borrower free and clear of the Lien of this Agreement or any other Security Document so long as no Event of Default shall have occurred and be continuing or, if an Event of Default shall have occurred and be continuing, shall be retained by the Administrative Agent as part of the Collateral and deposited into the Cash Collateral AccountCollateral. If any Lien shall not be vacated or discharged as required by this Section, then, in addition to any other right or remedy of the LendersLender, the Administrative Agent may, but shall not be obligated to, discharge such Lien in such manner as the Administrative Agent may select, and the Administrative Agent shall be entitled (at entitled, if instructed by the instruction of the Steamboat Required Lenders, in the case of a Steamboat Project Lien, at the instruction of the Canyons Required Lenders, in the case of a Canyons Project Lien, at the instruction of the *Sugarbush Required Lenders, in the case of a *Sugarbush Project Lien, at the instruction of the *Sugarloaf Required Lenders in the case of a *Sugarloaf Project Lien, at the instruction of the *Sugarloaf Required Lenders, in the case of a Jordan Bowl Project Lien, at the instruction of the Jordan Bowl Required Lenders, in the case of an Attitash Project Lien, at the instruction of the Attitash Required Lenders, in the case of a Killington Project Lien, at the instruction of the Killington Required Lenders and in the case of a Mt. Snow Project Lien, at the instruction of the Mt. Snow Required Lenders) to compel the prosecution of an action for the foreclosure of such Lien by the lienor and to pay the amount of any judgment in favor of such lienor with interest, costs and allowances. Upon request by the Administrative Agent, GSRP the Borrower shall pay to the Administrative Agent, or to any other Person designated by the Administrative Agent, the amount of all payments made by the Administrative Agent as provided above and all costs, expenses and liabilities (including, without limitation, attorneys' fees and disbursements) incurred by the Administrative Agent in connection therewith, together with interest thereon at the Default Rate from the date paid or incurred by the Administrative Agent until the date so paid to, or as directed by, the Administrative Agent. To the extent permitted by law, the Administrative Agent shall thereupon be subrogated to the rights of such lienor and any such payments made by the Administrative Agent pursuant to this Section 3.8 shall be secured by the Collateral.