Common use of Mandatory Repayments and Prepayments Clause in Contracts

Mandatory Repayments and Prepayments. (1) The Borrower shall repay the principal amount of the Facilities outstanding on the Repayment Date, together with all other outstanding Obligations, on the Repayment Date. (2) The Borrower acknowledges that the Convertible Debentures mature and are payable on June 14, 2020, to the extent that such debentures have not prior to such date been converted into equity of the Borrower in accordance with the terms thereof. Not later than March 15, 2020, the Borrower shall deliver a written notice to the Administrative Agent setting out its proposal to finance the repayment of its remaining indebtedness under the Convertible Debentures, which shall include satisfactory evidence of the Borrower’s ability to comply with all financial covenants and other terms and conditions herein both before and after such transaction, and requesting the Lenders’ consent to the repayment of such Convertible Debentures, provided that the Borrower shall not be required to deliver such notice if the Debenture Threshold Conditions have been satisfied on March 15, 2020. If the Debenture Threshold Conditions have not been so satisfied and the Lenders, in their sole discretion, do not provide their consent to such proposal within 20 days after receiving such notice, the Facilities shall mature and become payable on April 30, 2020. In addition, the Facilities shall mature and become immediately payable on the date that the Borrower becomes obliged to make any principal repayment on account of the Convertible Debentures for any other reason. The date on which the Facilities mature and become payable pursuant to this Section 2.6(2) is the “Early Maturity Date”. (3) The Borrower shall pay to the Lenders, within five (5) Business Days of receipt of such Net Proceeds, an amount equal to the Net Proceeds received by any Credit Party from a sale or other Disposition of Assets of a Credit Party, except to the extent such sale or Disposition was permitted pursuant to Section 5.2(d). (4) The Borrower shall (unless (i) no Default or Event of Default has occurred and is continuing and (ii) the relevant Credit Party has insurance on a replacement cost basis and the proceeds or an amount not less than the proceeds has been expended or committed to be expended within one hundred and eighty (180) days of receipt of such proceeds by such Credit Party for the repair or replacement of the insured property in respect of which such proceeds were received and the Borrower has provided to the Administrative Agent evidence satisfactory to the Majority Lenders of such expenditure or commitment), within five (5) Business Days following the receipt by a Credit Party of Net Proceeds of insurance, pay, or, to the extent the Collateral Agent for the benefit of the Secured Creditors is a loss payee under any insurance policy, irrevocably direct the Collateral Agent to pay, such Net Proceeds to the Lenders. (5) Together with each prepayment made pursuant to Section 2.6(3) or Section 2.6(4), the Borrower shall pay the applicable Prepayment Premium. (6) Provisions contained in this Section 2.6 for the application of proceeds of certain transactions shall not be deemed to constitute consent of the Lenders to transactions that are not otherwise permitted by the terms hereof or the other Credit Documents.

Mandatory Repayments and Prepayments. (1a) The On the Maturity Date, all Borrowings shall be due and payable to the extent not previously paid and all Letter of Credit Exposure (if any) shall be terminated, cash collateralized or supported by one or more letters of credit from acceptable financial institutions in a manner satisfactory to the Agent. (b) In the event and on each occasion that a Prepayment Event occurs, the Borrower shall repay give to the Agent written or telecopy notice of such event, the amount of Net Cash Proceeds expected to be received therefrom and the expected schedule for receiving such proceeds. On the date of receipt by the Borrower or any Subsidiary of Net Cash Proceeds from such Prepayment Event, the Borrower shall prepay Loans in an aggregate principal amount equal to 100% of such Net Cash Proceeds received; PROVIDED, THAT in the case of an Asset Sale, no such prepayment shall be required unless and until the aggregate amount of Net Cash Proceeds received from such Asset Sale and all other Asset Sales that have occurred since the Effective Date or the date of the last prepayment made on account of one or more Asset Sales, as the case may be, exceeds $500,000; PROVIDED, FURTHER in the case of any issuance of Capital Stock by USPI or the issuance of any debt or Disqualified Stock by USPI, the Borrower shall prepay 87.5% of the Net Cash Proceeds therefrom. (c) In the event and on each occasion that the sum of (i) the aggregate outstanding principal amount of Loans and (ii) the aggregate Letter of Credit Exposure exceeds the aggregate amount of the available Commitments at such time (as determined pursuant to Section 2.02), the Borrower shall immediately prepay Loans and/or reduce Letter of Credit Exposure as contemplated by Section 2.12(d) such that the aggregate amount of (i) the aggregate outstanding principal amount of Loans and (ii) the aggregate Letter of Credit Exposure is equal to or less than such aggregate available Commitments. (d) All mandatory prepayments under Section 2.12(b) or (c) shall be applied (to the extent applicable) (I) FIRST, to reduce the outstanding principal amount of the Facilities outstanding on the Repayment Date, together with all other outstanding Obligations, on the Repayment Date. Loans and (2ii) The Borrower acknowledges that the Convertible Debentures mature and are payable on June 14, 2020SECOND, to the extent that the remaining amount of such debentures have not prior prepayment is greater than the aggregate principal amount of outstanding Loans, to such date been converted into equity provide cash collateral in respect of the Borrower in accordance with Letters of Credit (and thereupon such cash shall be deemed to reduce the terms thereofLetter of Credit Exposure for purposes of this Section 2.12(d)). Not later than March 15, 2020, the Borrower shall deliver a written notice Subject to the Administrative Agent setting out its proposal foregoing provisions, any mandatory prepayment of Loans pursuant to finance the repayment Section 2.12(b) or (c) shall be applied to prepay all ABR Loans before any LIBOR Loans are prepaid. (e) Each payment of its remaining indebtedness under the Convertible Debentures, which shall include satisfactory evidence of the Borrower’s ability to comply with all financial covenants and other terms and conditions herein both before and after such transaction, and requesting the Lenders’ consent to the repayment of such Convertible Debentures, provided that the Borrower shall not be required to deliver such notice if the Debenture Threshold Conditions have been satisfied on March 15, 2020. If the Debenture Threshold Conditions have not been so satisfied and the Lenders, in their sole discretion, do not provide their consent to such proposal within 20 days after receiving such notice, the Facilities shall mature and become payable on April 30, 2020. In addition, the Facilities shall mature and become immediately payable on the date that the Borrower becomes obliged to make any principal repayment on account of the Convertible Debentures for any other reason. The date on which the Facilities mature and become payable Borrowings pursuant to this Section 2.6(22.12 (except partial prepayments of ABR Borrowings) is shall be accompanied by accrued interest on the “Early Maturity Date”. (3) The Borrower principal amount paid to but excluding the date of payment. All payments under this Section 2.12 shall pay to the Lenders, within five (5) Business Days of receipt of such Net Proceeds, an amount equal to the Net Proceeds received by any Credit Party from a sale or other Disposition of Assets of a Credit Party, except to the extent such sale or Disposition was permitted pursuant be subject to Section 5.2(d)2.16, but otherwise shall be without premium or penalty. (4) The Borrower shall (unless (i) no Default or Event of Default has occurred and is continuing and (ii) the relevant Credit Party has insurance on a replacement cost basis and the proceeds or an amount not less than the proceeds has been expended or committed to be expended within one hundred and eighty (180) days of receipt of such proceeds by such Credit Party for the repair or replacement of the insured property in respect of which such proceeds were received and the Borrower has provided to the Administrative Agent evidence satisfactory to the Majority Lenders of such expenditure or commitment), within five (5) Business Days following the receipt by a Credit Party of Net Proceeds of insurance, pay, or, to the extent the Collateral Agent for the benefit of the Secured Creditors is a loss payee under any insurance policy, irrevocably direct the Collateral Agent to pay, such Net Proceeds to the Lenders. (5) Together with each prepayment made pursuant to Section 2.6(3) or Section 2.6(4), the Borrower shall pay the applicable Prepayment Premium. (6) Provisions contained in this Section 2.6 for the application of proceeds of certain transactions shall not be deemed to constitute consent of the Lenders to transactions that are not otherwise permitted by the terms hereof or the other Credit Documents.

Mandatory Repayments and Prepayments. (1a) The If the Termination Date shall occur as a result of a Commitment Termination Event, Borrower shall repay pay to Lender the principal amount of the Facilities outstanding Aggregate Total Outstandings in full on the Repayment Termination Date. If the Termination Date occurs on the Expected Facility Termination Date and Borrower pays Lender the Term Loan Commitment Fee no later than the Termination Date, together with all other outstanding ObligationsBorrower shall pay to Lender the Aggregate Total Outstandings in full no later than the Term Loan Maturity Date; provided that, if Borrower shall not have paid such Term Loan Commitment Fee by the Termination Date, the Aggregate Total Outstandings shall be due and payable in full on the Repayment Termination Date. (2b) The On each Remittance Date: (i) Borrower acknowledges that shall prepay the Convertible Debentures mature and are payable on June 14, 2020, Total Warehouse Outstandings by an amount equal to the extent that such debentures have not prior to such date been converted into equity Borrowing Base Deficiency, if any, which occurred as of the Borrower in accordance with last day of the terms thereof. Not later than March 15, 2020, the Borrower shall deliver a written notice to the Administrative Agent setting out its proposal to finance the repayment of its remaining indebtedness under the Convertible Debenturesimmediately preceding calendar month, which shall include satisfactory evidence of the Borrower’s ability to comply with all financial covenants and other terms and conditions herein both before and after such transaction, and requesting the Lenders’ consent to the repayment of such Convertible Debentures, provided that the Borrower shall not be required to deliver such notice if the Debenture Threshold Conditions have been satisfied on March 15, 2020. If the Debenture Threshold Conditions have not been so satisfied and prepaid pursuant to clauses (d) or (e) below (the Lenders, in their sole discretion, do not provide their consent to required amount of any such proposal within 20 days after receiving such notice, the Facilities shall mature and become payable prepayment on April 30, 2020. In addition, the Facilities shall mature and become immediately payable on the date that the Borrower becomes obliged to make any principal repayment on account of the Convertible Debentures for any other reason. The date on which the Facilities mature and become payable Remittance Date pursuant to this Section 2.6(23.03(b)(i), the "Warehouse Regular Principal Payment Amount" for such Remittance Date); and (ii) is Borrower shall prepay the “Early Maturity Total Supplemental Outstandings by an amount equal to the Supplemental Borrowing Base Deficiency, if any, which occurred as of the last day of the immediately preceding calendar month, which have not been prepaid pursuant to clause (d) below (the required amount of any such prepayment on any Remittance Date pursuant to this Section 3.03(b)(ii), the "Supplemental Regular Principal Payment Amount" for such Remittance Date”). (3c) The On the date of any Sale, Borrower shall pay prepay an amount equal to the Lenderssum of (A) the difference between (i) the Total Warehouse Outstandings as of such date and (ii) the Borrowing Base of the Eligible Contracts remaining subject to the Lien of Lender under the Security Agreement after giving effect to such Sale, within and (B) the difference between (i) the Total Supplemental Outstandings as of such date and (ii) the Supplemental Borrowing Base after giving effect to such Sale. Borrower hereby agrees to provide to Lender a Sale Notice at least five (5) Business Days prior to any Sale. Notwithstanding the foregoing, in the event that the Cut-off Date with respect to any Contracts subject to a Sale is the first day of receipt the calendar month in which such Sale occurs: (x) the amount of the Total Warehouse Outstandings to be prepaid on the date of such Net ProceedsSale shall equal the product of (A) the aggregate Principal Balance of the Contracts to be included in such Sale and released from the Lien of Lender, as of the first day of the calendar month in which such Sale occurs (or any later date in such month on which a Borrowing shall have been made to acquire the Contracts subject to such Sale), times (B) the then-applicable Advance Rate for such Contracts; and (y) the amount of the Total Supplemental Outstandings to be prepaid on the date of such Sale shall equal the product of (A) the aggregate Principal Balance of the Class 1 Eligible Contracts to be included in such Sale and released from the Lien of Lender, as of the first day of the calendar month in which such Sale occurs (or any later date in such month on which a Borrowing shall have been made to acquire such Class 1 Eligible Contracts subject to such Sale), times (B) the then-applicable Supplemental Advance Percentage. (d) If a Borrowing Base Deficiency has occurred on any day (other than the last day of the immediately preceding calendar month), Borrower shall prepay the Total Warehouse Outstandings, or shall provide additional Eligible Contracts to Lender, in an amount equal to such Borrowing Base Deficiency within one (1) Business Day after the occurrence of such Borrowing Base Deficiency. If a Supplemental Borrowing Base Deficiency has occurred on any day (other than the last day of the immediately preceding calendar month), Borrower shall prepay the Total Supplemental Outstandings in an amount equal to such Supplemental Borrowing Base Deficiency within one (1) Business Day after the occurrence of such Supplemental Borrowing Base Deficiency. (e) In the event that, in the reasonable determination of Lender (which, in Lender's discretion, may be based without limitation on Lender's consultation with any Rating Agency and/or any third-party credit enhancement provider), the Advance Rate with respect to Class 1 Eligible Contracts is higher than the Net Securitization Proceeds received by any Credit Party from a sale or other Disposition of Assets Percentage, Lender may notify Borrower that an Advance Rate Reduction applicable thereto will be made (either in connection with the closing of a Credit Partysecuritization or in advance thereof) and Borrower shall, except within one (1) Business Day of the receipt of such notice, prepay the Total Warehouse Outstandings by an amount equal to any Borrowing Base Deficiency (after giving effect to such Advance Rate Reduction) and prepay the extent Total Supplemental Outstandings by an amount equal to any Supplemental Borrowing Base Deficiency (after giving effect to such sale or Disposition was permitted pursuant to Section 5.2(dAdvance Rate Reduction). (4f) The All payments and prepayments made pursuant to paragraphs (a) through (e) above shall be accompanied by payment of all accrued and unpaid interest due and owing on the amount of Aggregate Total Outstandings so paid or prepaid. (g) In the event of any breach of any representation and warranty of Borrower set forth in Schedule B hereto with respect to any Contract, unless such breach shall have been cured within twenty (20) Business Days of the discovery by or notice (from any Person) to Borrower of such breach (such twentieth Business Day, the "Required Cure of Breach Date"), Borrower shall, no later than 2:00 p.m., New York City time, on the Required Cure of Breach Date, deposit (or cause to the Servicer to deposit) into the Collection Account the Release Consideration for each Contract to which such breach relates. In the event that such breach relates to a representation regarding a characteristic of the Contracts in the aggregate, unless the breach shall have been cured by the Required Cure of Breach Date, Borrower shall, no later than 2:00 p.m., New York City time, on the Required Cure of Breach Date, deposit (or cause the Servicer to deposit) into the Collection Account the aggregate Release Consideration for Contracts such that, following the release of such Contracts from the Lien of the Security Agreement, such representation shall be true and correct with respect to the remainder of the Contracts, in the aggregate, pledged to Lender under the Security Agreement. Any Contract for which a release is required to be obtained pursuant to this Section 3.03(g) shall be repurchased from Borrower by Seller in accordance with Section 6.2 of the Receivables Purchase Agreement and shall be repurchased from Seller by TFC in accordance with Section 6.2 of the Sale and Contribution Agreement. Upon receipt by Lender of a certificate from an authorized officer of the Servicer, certifying that the Servicer has received the Release Consideration for each such Contract from TFC in accordance with Section 6.2 of the Receivables Purchase Agreement and Section 6.2 of the Sale and Contribution Agreement and that the Servicer has deposited such Release Consideration into the Collection Account in accordance with this Section 3.03(g) and Section 3.10(f) of this Agreement, Lender shall release its security interest in such Contract (and the Collateral related thereto) in accordance with Section 12(b)(ii) of the Security Agreement; provided, however, that, if a Borrowing Base Deficiency or a Supplemental Borrowing Base Deficiency would otherwise occur as a result of such release and payment of the related Release Consideration, Borrower shall, on the date of such release, cure such prospective Borrowing Base Deficiency or Supplemental Borrowing Base Deficiency in the manner set forth in Section 3.03(d); provided further that, if Borrower shall (unless (ihave prepaid the Total Warehouse Outstandings and/or the Total Supplemental Outstandings pursuant to Section 3.03(d) no Default or Event to cure a Borrowing Base Deficiency and/or Supplemental Borrowing Base Deficiency arising from a breach of Default has occurred a representation and is continuing and (ii) warranty of Borrower set forth in Schedule B hereto with respect to a Contract, prior to the relevant Credit Party has insurance on a replacement cost basis and payment by Borrower of the proceeds or an Release Consideration for such Contract pursuant to this Section 3.03(g), then the amount not less than the proceeds has been expended or committed to be expended within one hundred and eighty (180) days of receipt of such proceeds prepayment (equal to the amount of such Borrowing Base Deficiency or Supplemental Borrowing Base Deficiency caused by such Credit Party for the repair or replacement of the insured property breach in respect of which such proceeds were received and the Borrower has provided to the Administrative Agent evidence satisfactory to the Majority Lenders of such expenditure or commitment), within five (5Contract) Business Days following the receipt by a Credit Party of Net Proceeds of insurance, pay, or, to the extent the Collateral Agent for the benefit shall be credited toward Borrower's payment of the Secured Creditors is a loss payee under any insurance policy, irrevocably direct the Collateral Agent to pay, Release Consideration for such Net Proceeds to the LendersContract. (5h) Together with each prepayment made If any Contract is required to be purchased from Borrower by the Servicer pursuant to Section 2.6(32.07 of the Servicing Agreement, Borrower, shall, no later than 2:00 p.m., New York City time, on the date of such purchase, deposit (or cause the Servicer to deposit) or Section 2.6(4)into the Collection Account the Release Consideration for such Contract. Upon receipt by Lender of a certificate from an authorized officer of the Servicer, certifying that the Borrower shall pay Servicer has deposited such Release Consideration into the applicable Prepayment Premium. (6) Provisions contained Collection Account in accordance with this Section 2.6 for 3.03(h) and Section 3.10(g) of this Agreement, Lender shall release its security interest in such Contract (and the application of proceeds of certain transactions shall not be deemed to constitute consent Collateral related thereto) in accordance with Section 12(b)(iii) of the Lenders to transactions that are not Security Agreement; provided, however, that, if a Borrowing Base Deficiency or a Supplemental Borrowing Base Deficiency would otherwise permitted by occur as a result of such release and payment of the terms hereof related Release Consideration, Borrower shall, on the date of such release, cure such prospective Borrowing Base Deficiency or Supplemental Borrowing Base Deficiency in the other Credit Documentsmanner set forth in Section 3.03(d).

Mandatory Repayments and Prepayments. (1a) The If the Termination Date shall occur as a result of a Commitment Termination Event, the Total Outstandings shall be due and payable in full on the Termination Date. If the Termination Date occurs on the Expected Facility Termination Date and Borrower pays the Agent on behalf of the Lenders the Term Loan Commitment Fee no later than the Termination Date, the Total Outstandings shall be due and payable in full no later than the Term Loan Maturity Date; provided that, if Borrower shall repay not have paid such Term Loan Commitment Fee by the principal amount of Termination Date, the Facilities outstanding Total Outstandings shall be due and payable in full on the Repayment Date, together with all other outstanding Obligations, on the Repayment Termination Date. (2b) The On each Remittance Date: (i) Borrower acknowledges that shall prepay the Convertible Debentures mature and are payable on June 14, 2020, Class A Outstandings by an amount equal to the extent that such debentures have not prior to such date been converted into equity Class A Borrowing Base Deficiency, if any, which occurred as of the Borrower in accordance with last day of the terms thereof. Not later than March 15, 2020, the Borrower shall deliver a written notice to the Administrative Agent setting out its proposal to finance the repayment of its remaining indebtedness under the Convertible Debenturesimmediately preceding calendar month, which shall include satisfactory evidence of the Borrower’s ability to comply with all financial covenants and other terms and conditions herein both before and after such transaction, and requesting the Lenders’ consent to the repayment of such Convertible Debentures, provided that the Borrower shall not be required to deliver such notice if the Debenture Threshold Conditions have been satisfied on March 15, 2020. If the Debenture Threshold Conditions have not been so satisfied and prepaid pursuant to clauses (c) or (d) below (the Lenders, in their sole discretion, do not provide their consent to required amount of any such proposal within 20 days after receiving such notice, the Facilities shall mature and become payable prepayment on April 30, 2020. In addition, the Facilities shall mature and become immediately payable on the date that the Borrower becomes obliged to make any principal repayment on account of the Convertible Debentures for any other reason. The date on which the Facilities mature and become payable Remittance Date pursuant to this Section 2.6(2) is 3.03(b)(i), the “Early Maturity Class A Regular Principal Payment Amount” for such Remittance Date”); and (ii) Borrower shall prepay the Class B Outstandings by an amount equal to the Class B Borrowing Base Deficiency, if any, which occurred as of the last day of the immediately preceding calendar month, which have not been prepaid pursuant to clauses (c) or (d) below (the required amount of any such prepayment on any Remittance Date pursuant to this Section 3.03(b)(ii), the “Class B Regular Principal Payment Amount” for such Remittance Date). (3c) The On the date of any Sale, Borrower shall pay prepay an amount equal to the Lenderssum of (A) the difference between (i) the Class A Outstandings as of such date and (ii) the Class A Borrowing Base of the Eligible Contracts remaining subject to the Lien of the Agent under the Security Agreement after giving effect to such Sale, within and (B) the difference between (i) the Class B Outstandings as of such date and (ii) the Class B Borrowing Base of the Eligible Contracts remaining subject to the Lien of the Agent under the Security Agreement after giving effect to such Sale. Borrower hereby agrees to provide to the Agent a Sale Notice at least five (5) Business Days prior to any Sale. Notwithstanding the foregoing, in the event that the Cut-off Date with respect to any Contracts subject to a Sale is the first day of receipt the calendar month in which such Sale occurs, the amount of the Total Outstandings to be prepaid on the date of such Net ProceedsSale shall equal the product of (x) the aggregate Principal Balance of the Contracts to be included in such Sale and released from the Lien of the Agent, as of the first day of the calendar month in which such Sale occurs (or any later date in such month on which a Borrowing shall have been made to acquire the Contracts subject to such Sale), times (y) the then-applicable Advance Rate for such Contracts. (d) If a Class A Borrowing Base Deficiency or Class B Borrowing Base Deficiency has occurred on any day (other than the last day of the immediately preceding calendar month), Borrower shall prepay the Class A Outstandings and Class B Outstandings, as applicable, or shall provide additional Eligible Contracts to the Agent, in an amount equal to such Class A Borrowing Base Deficiency or Class B Borrowing Base Deficiency, as the case may be, within one (1) Business Day after the occurrence of such Class A Borrowing Base Deficiency or Class B Borrowing Base Deficiency, as the case may be. Notwithstanding anything to the contrary herein, the Agent may from time to time in its discretion determine the Net Securitization Proceeds received Percentage (which determination, in the Agent’s discretion, may be based on the Agent’s consultation with any Rating Agency and/or any third party credit enhancement provider). In connection with any such redetermination of the Net Securitization Proceeds Percentage, the Agent, in its discretion, may request a redetermination by the Borrower of the Class A Borrowing Base and the Class B Borrowing Base, which redetermination the Borrower shall complete within three Business Days of such request from the Agent. If such redetermination of the Class A Borrowing Base and the Class B Borrowing Base results in a Class A Borrowing Base Deficiency or a Class B Borrowing Base Deficiency, any Credit Party from a sale or other Disposition of Assets of a Credit Party, except to the extent such sale or Disposition was permitted pursuant to Section 5.2(ddeficiency shall be remedied as described above in this paragraph (d). (4e) The All payments and prepayments made pursuant to paragraphs (a) through (d) above shall be accompanied by payment of all accrued and unpaid interest due and owing on the amount of Total Outstandings so paid or prepaid. (f) In the event of any breach of any representation and warranty of Borrower set forth in Schedule B hereto with respect to any Contract, unless such breach shall have been cured within twenty (20) Business Days of the discovery by or notice (from any Person) to Borrower of such breach (such twentieth Business Day, the “Required Cure of Breach Date”), Borrower shall, no later than 2:00 p.m., New York City time, on the Required Cure of Breach Date, deposit (or cause to the Servicer to deposit) into the Collection Account the Release Consideration for each Contract to which such breach relates. In the event that such breach relates to a representation regarding a characteristic of the Contracts in the aggregate, unless the breach shall have been cured by the Required Cure of Breach Date, Borrower shall, no later than 2:00 p.m., New York City time, on the Required Cure of Breach Date, deposit (or cause the Servicer to deposit) into the Collection Account the aggregate Release Consideration for Contracts such that, following the release of such Contracts from the Lien of the Security Agreement, such representation shall be true and correct with respect to the remainder of the Contracts, in the aggregate, pledged to the Agent under the Security Agreement. Any Contract for which a release is required to be obtained pursuant to this Section 3.03(f) shall be repurchased from Borrower by Seller in accordance with Section 6.2 of the Receivables Purchase Agreement and shall be repurchased from Seller by TFC in accordance with Section 6.2 of the Sale and Contribution Agreement. Upon receipt by the Agent of a certificate from an authorized officer of the Servicer, certifying that the Servicer has received the Release Consideration for each such Contract from TFC in accordance with Section 6.2 of the Receivables Purchase Agreement and Section 6.2 of the Sale and Contribution Agreement and that the Servicer has deposited such Release Consideration into the Collection Account in accordance with this Section 3.03(f) and Section 3.10(f) of this Agreement, the Agent shall release its security interest in such Contract (and the Collateral related thereto) in accordance with Section 12(b)(ii) of the Security Agreement; provided, however, that, if a Class A Borrowing Base Deficiency or a Class B Borrowing Base Deficiency would otherwise occur as a result of such release and payment of the related Release Consideration, Borrower shall, on the date of such release, cure such prospective Class A Borrowing Base Deficiency or Class B Borrowing Base Deficiency in the manner set forth in Section 3.03(d); provided further that, if Borrower shall (unless (ihave prepaid the Total Outstandings pursuant to Section 3.03(d) no Default or Event to cure a Class A Borrowing Base Deficiency and/or Class B Borrowing Base Deficiency arising from a breach of Default has occurred a representation and is continuing and (ii) warranty of Borrower set forth in Schedule B hereto with respect to a Contract, prior to the relevant Credit Party has insurance on a replacement cost basis and payment by Borrower of the proceeds or an Release Consideration for such Contract pursuant to this Section 3.03(f), then the amount not less than the proceeds has been expended or committed to be expended within one hundred and eighty (180) days of receipt of such proceeds prepayment (equal to the amount of such Class A Borrowing Base Deficiency or Class B Borrowing Base Deficiency caused by such Credit Party for the repair or replacement of the insured property breach in respect of which such proceeds were received and the Borrower has provided to the Administrative Agent evidence satisfactory to the Majority Lenders of such expenditure or commitment), within five (5Contract) Business Days following the receipt by a Credit Party of Net Proceeds of insurance, pay, or, to the extent the Collateral Agent for the benefit shall be credited toward Borrower’s payment of the Secured Creditors is a loss payee under any insurance policy, irrevocably direct the Collateral Agent to pay, Release Consideration for such Net Proceeds to the LendersContract. (5g) Together with each prepayment made If any Contract is required to be purchased from Borrower by the Servicer pursuant to Section 2.6(32.07 of the Servicing Agreement, Borrower, shall, no later than 2:00 p.m., New York City time, on the date of such purchase, deposit (or cause the Servicer to deposit) or into the Collection Account the Release Consideration for such Contract. Upon receipt by the Agent of a certificate from an authorized officer of the Servicer, certifying that the Servicer has deposited such Release Consideration into the Collection Account in accordance with this Section 2.6(4)3.03(g) and Section 3.10(g) of this Agreement, the Borrower Agent shall pay release its security interest in such Contract (and the applicable Prepayment Premium. (6Collateral related thereto) Provisions contained in this accordance with Section 2.6 for the application of proceeds of certain transactions shall not be deemed to constitute consent 12(b)(iii) of the Lenders to transactions that are not Security Agreement; provided, however, that, if a Class A Borrowing Base Deficiency or a Class B Borrowing Base Deficiency would otherwise permitted by occur as a result of such release and payment of the terms hereof related Release Consideration, Borrower shall, on the date of such release, cure such prospective Class A Borrowing Base Deficiency or Class B Borrowing Base Deficiency in the other Credit Documentsmanner set forth in Section 3.03(d).

Mandatory Repayments and Prepayments. (1a) The Borrower On the Revolving Credit Maturity Date, all Revolving Credit Borrowings and all Swingline Borrowings shall repay be due and payable to the extent not previously paid and all Letter of Credit Exposure (if any) shall be terminated or cash collateralized in a manner satisfactory to the Administrative Agent. (b) [Reserved]. (c) In the event and on each occasion that the sum of (i) the aggregate outstanding principal Dollar Amount of Revolving Loans, (ii) the aggregate Dollar Amount of all Letter of Credit Exposure, and (iii) the aggregate Swingline Exposure (collectively, the “Revolving Loan Exposure”) exceeds the Aggregate Commitment (or $25,000,000 with respect to all Loans made to, and Letter of Credit Exposure of, the Subsidiary Borrower) at such time, the Borrowers shall immediately prepay Revolving Loans such that the aggregate Dollar Amount of all Revolving Loan Exposure is equal to or less than the Aggregate Commitment (or $25,000,000 with respect to all Loans made to, and Letter of Credit Exposure of, the Subsidiary Borrower). In addition, on the last day of each calendar month, or on any other Determination Date, the Borrowers shall pay or prepay outstanding Foreign Currency Revolving Loans to the extent, if necessary, so that (i) the Dollar Amount (determined as of such date) of all aggregate Revolving Loan Exposure is equal to or less than the Aggregate Commitment (or $25,000,000 with respect to all Loans made to, and Letter of Credit Exposure of, the Subsidiary Borrower) at that time and (ii) the Dollar Amount of the aggregate outstanding principal amount of such Foreign Currency Revolving Loans together with the Facilities Dollar Amount of the outstanding Letter of Credit Exposure in respect of Foreign Currency Letters of Credit shall not exceed $25,000,000 (including with respect to all Loans made to, and Letter of Credit Exposure of, the Subsidiary Borrower). In addition, in the event that on the Repayment last day of any calendar month or on any other Determination Date, together with the Dollar Amount of the Foreign Currency Letter of Credit Exposure resulting from the JPMorgan Foreign Currency Letters of Credit exceeds $25,000,000, then the Borrower shall cash collateralize Foreign Currency Letter of Credit Exposure resulting from the JPMorgan Foreign Currency Letters of Credit (in each instance, in dollars or in a Foreign Currency reasonably required by the Issuing Bank) to the extent, if necessary, so that (i) the Dollar Amount (determined as of such date) of all other outstanding Obligations, aggregate Revolving Loan Exposure is equal to or less than the Aggregate Commitment at that time and (ii) the Dollar Amount (determined as of such date) of all Foreign Currency Letter of Credit Exposure resulting from the JPMorgan Foreign Currency Letters of Credit is equal to or less than $25,000,000 (and thereupon such cash shall be deemed to reduce the Letter of Credit Exposure for purposes of this Section 2.12(c)). In the event that on the Repayment last day of any calendar month or on any other Determination Date, the Dollar Amount of the aggregate Letter of Credit Exposure resulting from Letters of Credit issued in dollars and Other Foreign Currency Letters of Credit, exceeds the Aggregate Commitment (or $25,000,000 with respect to all Loans made to, and Letter of Credit Exposure of, the Subsidiary Borrower), then the Borrower shall cash collateralize such Letter of Credit Exposure (in each instance, in dollars or in a Foreign Currency reasonably required by the Administrative Agent) to the extent, if necessary, so that (i) the Dollar Amount (determined as of such date) of all aggregate Revolving Loan Exposure is equal to or less than the Aggregate Commitment (or $25,000,000 with respect to all Loans made to, and Letter of Credit Exposure of, the Subsidiary Borrower) at that time and (ii) the Dollar Amount (determined as of such date) of all aggregate Letter of Credit Exposure resulting from Letters of Credit issued in dollars and Other Foreign Currency Letters of Credit is equal to or less than the Aggregate Commitment (or $25,000,000 with respect to all Loans made to, and Letter of Credit Exposure of, the Subsidiary Borrower) (and thereupon such cash shall be deemed to reduce the Letter of Credit Exposure for purposes of this Section 2.12(c)). (2d) The Borrower acknowledges that All mandatory prepayments under Section 2.12(c) shall be applied (to the Convertible Debentures mature extent applicable) (i) first, to reduce the outstanding principal amount of U.S. Dollar Revolving Loans or Foreign Currency Revolving Loans, as the case may be, and are payable on June 14, 2020(ii) second, to the extent that the remaining amount of such debentures have not prior prepayment is greater than the aggregate principal Dollar Amount of outstanding Loans, to provide cash collateral in an amount equal to all such date been converted into equity Letter of Credit Exposure (the amount to be deposited shall be denominated in the currency or currencies of the Borrower in accordance with Letter(s) of Credit then outstanding) (and thereupon such cash shall be deemed to reduce the terms thereofLetter of Credit Exposure for purposes of this Section 2.12(d)). Not later than March 15, 2020, the Borrower shall deliver a written notice Subject to the Administrative Agent setting out its proposal foregoing provisions, any mandatory prepayment of Loans of any Class pursuant to finance the repayment of its remaining indebtedness under the Convertible Debentures, which Section 2.12(c) shall include satisfactory evidence of the Borrower’s ability be applied to comply with prepay all financial covenants and other terms and conditions herein both before and after such transaction, and requesting the Lenders’ consent to the repayment ABR Loans of such Convertible Debentures, provided that Class before any LIBOR Loans of such Class are prepaid. All mandatory prepayments shall be applied first to Loans in the Borrower shall not be required to deliver such notice if currency in which payment is made by the Debenture Threshold Conditions have been satisfied on March 15, 2020. If the Debenture Threshold Conditions have not been so satisfied and the Lenders, in their sole discretion, do not provide their consent to such proposal within 20 days after receiving such notice, the Facilities shall mature and become payable on April 30, 2020. In addition, the Facilities shall mature and become immediately payable on the date that the Borrower becomes obliged to make any principal repayment on account Borrowers. (e) Each payment of the Convertible Debentures for any other reason. The date on which the Facilities mature and become payable Borrowings pursuant to this Section 2.6(22.12 (except partial prepayments of ABR Borrowings) is shall be accompanied by accrued interest on the “Early Maturity Date”. (3) The Borrower principal amount paid to but excluding the date of payment. All payments under this Section 2.12 shall pay to the Lenders, within five (5) Business Days of receipt of such Net Proceeds, an amount equal to the Net Proceeds received by any Credit Party from a sale or other Disposition of Assets of a Credit Party, except to the extent such sale or Disposition was permitted pursuant be subject to Section 5.2(d)2.16, but otherwise shall be without premium or penalty. (4) The Borrower shall (unless (i) no Default or Event of Default has occurred and is continuing and (ii) the relevant Credit Party has insurance on a replacement cost basis and the proceeds or an amount not less than the proceeds has been expended or committed to be expended within one hundred and eighty (180) days of receipt of such proceeds by such Credit Party for the repair or replacement of the insured property in respect of which such proceeds were received and the Borrower has provided to the Administrative Agent evidence satisfactory to the Majority Lenders of such expenditure or commitment), within five (5) Business Days following the receipt by a Credit Party of Net Proceeds of insurance, pay, or, to the extent the Collateral Agent for the benefit of the Secured Creditors is a loss payee under any insurance policy, irrevocably direct the Collateral Agent to pay, such Net Proceeds to the Lenders. (5) Together with each prepayment made pursuant to Section 2.6(3) or Section 2.6(4), the Borrower shall pay the applicable Prepayment Premium. (6) Provisions contained in this Section 2.6 for the application of proceeds of certain transactions shall not be deemed to constitute consent of the Lenders to transactions that are not otherwise permitted by the terms hereof or the other Credit Documents.

Mandatory Repayments and Prepayments. (1a) If at any time the sum of the aggregate outstanding principal balance of all Revolving Credit Advances and all Swing Line Loans made hereunder exceeds the Available Revolving Credit Amount, the Borrowers, jointly and severally, shall immediately repay to the Agent for the ratable accounts of the Revolving Credit Lenders an amount equal to such excess to be applied FIRST to the Swing Line Loans and SECOND to the Revolving Credit Advances. (b) The Borrower shall Borrowers will repay the Term Loans in eight annual installments, with the first six installments in the amount of $300,000 each, payable on May 31 of each year, commencing May 31, 1999, a seventh installment of $14,000,000 due May 31, 2005 and the final installment due on the Term Loan Maturity Date equal to the outstanding principal balance of the Term Loans, together with accrued interest and all other amounts due hereunder in connection therewith. The amount of the Facilities outstanding on principal installments of the Repayment Date, together with all other outstanding Obligations, on the Repayment DateTerm Loans are subject to adjustment as provided in paragraph (c) below. (2c) The Borrower acknowledges that the Convertible Debentures mature and are payable on June 14, 2020, to the extent that such debentures have not prior to such date been converted into equity Borrowers shall also make prepayments of the Borrower following amounts: (i) Ten days following the delivery of the Mandatory Prepayment Notice (as defined below) by the Agent following each Excess Cash Payment Date and in connection with the relevant Excess Cash Payment Period, if the Excess Cash Flow Leverage Ratio for such period exceeded 3.50-to-1, an amount equal to 50% of the Consolidated Excess Cash Flow shall be applied as a mandatory repayment of principal of outstanding Consolidated Term Loans and a mandatory reduction of the Consolidated Maximum Revolving Credit Amount in accordance with the terms thereof. Not later than March 15clause (v) below; PROVIDED, 2020HOWEVER, the Borrower shall deliver that if ASC East is prohibited from having such payments applied as a written notice to the Administrative Agent setting out its proposal to finance the mandatory repayment of its remaining indebtedness under the Convertible Debentures, which shall include satisfactory evidence principal of outstanding Consolidated Term Loans and a mandatory reduction of the Borrower’s ability to comply with all financial covenants and other Consolidated Maximum Revolving Credit Amount because of the terms and conditions herein both before and after of the Senior Subordinated Notes Indenture, such transaction, and requesting the Lenders’ consent to the payments shall be applied as a mandatory repayment of such Convertible Debentures, provided that the Borrower shall not be required to deliver such notice if the Debenture Threshold Conditions have been satisfied on March 15, 2020. If the Debenture Threshold Conditions have not been so satisfied principal of outstanding Term Loans and the Lenders, in their sole discretion, do not provide their consent to such proposal within 20 days after receiving such notice, the Facilities shall mature and become payable on April 30, 2020. In addition, the Facilities shall mature and become immediately payable on the date that the Borrower becomes obliged to make any principal repayment on account a mandatory reduction of the Convertible Debentures for any other reason. The date on which the Facilities mature and become payable pursuant to this Section 2.6(2) is the “Early Maturity Date”Maximum Revolving Credit Amount. (3ii) The Borrower shall pay to At any time on and after the LendersClosing Date, within five (5) Business Days if American Ski or ASC East or any of receipt of such Net ASC East's Restricted Subsidiaries receives Cash Proceeds from any Permitted Disposition or receives Cash Insurance Proceeds, an amount equal to 100% of the Net Cash Proceeds received by therefrom shall be applied as a mandatory repayment of principal of outstanding Term Loans and a mandatory reduction of the Maximum Revolving Credit Amount in accordance with clause (v) below; PROVIDED, HOWEVER that with respect to no more than $250,000 in the aggregate of such Net Cash Proceeds in any Credit Party from fiscal year of ASC East, such Net Cash Proceeds shall not be required to be so-applied if no Default then exists and American Ski or ASC East delivers a sale or other Disposition of Assets of a Credit Party, except certificate to the extent Agent together with the notice referred to in clause (vii) below stating that such sale Net Cash Proceeds shall be used for Permitted Capital Expenditures and Permitted Acquisitions by ASC East and its Restricted Subsidiaries in compliance with this Agreement within 365 days following the date of such Permitted Disposition or Disposition was permitted pursuant to Section 5.2(d). (4) The Borrower shall (unless (i) no Default or Event of Default has occurred and is continuing and (ii) the relevant Credit Party has insurance on a replacement cost basis and the proceeds or an amount not less than the proceeds has been expended or committed to be expended within one hundred and eighty (180) days date of receipt of such proceeds by such Credit Party for Cash Insurance Proceeds (which certificate shall set forth the repair or replacement estimates of the insured property proceeds to be so expended); and PROVIDED FURTHER, that if all or any portion of such Net Cash Proceeds not so-applied to the repayment of Term Loans and a mandatory reduction of the Maximum Revolving Credit Amount are not so used within such 365 day period, such remaining portion shall be applied on the last day of such period as a mandatory repayment of principal of outstanding Term Loans and a mandatory reduction of the Maximum Revolving Credit Amount as provided in respect clause (v) below. (A) At any time on and after the Closing Date upon which American Ski or any of its Restricted Subsidiaries receives any proceeds from any issuance of any equity interests, excluding proceeds received from the sale or issuance of equity interests which are used to effect Permitted Acquisitions on the date of sale or issuance of such proceeds were received equity interests and the Borrower has provided IPO Gross Proceeds, an amount equal to 100% of the cash proceeds therefrom (net of underwriting discounts or placement discounts and commissions and all reasonable and customary fees, costs and expenses associated with the marketing, sale and issuance of such equity interests paid to Persons other than Affiliates) shall be applied as a mandatory repayment of principal of outstanding Consolidated Term Loans and a mandatory reduction of the Consolidated Maximum Revolving Credit Amount in accordance with clause (v) below; PROVIDED, HOWEVER that the requirement of this clause (iii)(A) shall not apply until the proceeds received by American Ski or any of its Restricted Subsidiaries from the sale or issuance of equity interests to which this clause (iii)(A) would otherwise apply PLUS the proceeds received by ASC East or any of its Restricted Subsidiaries from the sale or issuance of equity interests pursuant to clause (iii)(B) PLUS any proceeds from the incurrence of debt referred to in clause (iv) below exceed $10,000,000 in the aggregate. (B) At any time on and after the Closing Date upon which ASC East or any of its Restricted Subsidiaries receives any proceeds from any issuance of any equity interests, excluding proceeds received from the sale or issuance of equity interests which are used to effect Permitted Acquisitions on the date of sale or issuance of such equity interests and the IPO Gross Proceeds, an amount equal to 100% of the cash proceeds therefrom (net of underwriting discounts or placement discounts and commissions paid to Persons other than Affiliates) shall be applied as a mandatory repayment of principal of outstanding Term Loans and a mandatory reduction of the Maximum Revolving Credit Amount in accordance with clause (v) below; PROVIDED, HOWEVER that the requirement of this clause (iii)(B) shall not apply until the proceeds received by ASC East or any of its Restricted Subsidiaries from the sale or issuance of equity interests to which this clause (iii)(B) would otherwise apply PLUS the proceeds received by American Ski or any of its Restricted Subsidiaries from the sale or issuance of equity interests to clause (iii)(A) PLUS any proceeds from the incurrence of debt referred to in clause (iv) below exceed $10,000,000 in the aggregate. (A) At any time after the Closing Date upon which American Ski or any of its Restricted Subsidiaries receives any proceeds from any incurrence by American Ski or its Restricted Subsidiaries of Indebtedness, an amount equal to 100% of the cash proceeds therefrom (net of underwriting discounts or placement discounts and commissions paid to Persons other than Affiliates) shall be applied as a mandatory repayment of principal of outstanding Consolidated Term Loans and a mandatory reduction of the Consolidated Maximum Revolving Credit Amount in accordance with clause (v) below; PROVIDED, HOWEVER that the requirement of this clause (iv)(A) shall not apply until the proceeds received by American Ski or any of its Restricted Subsidiaries from any incurrence of Indebtedness to which this clause (iv)(A) would otherwise apply PLUS the proceeds received by ASC East or any of its Restricted Subsidiaries from any incurrence of Indebtedness pursuant to clause (iv)(B) PLUS any proceeds from the issuance of equity interests referred to in clause (iii) above exceed $10,000,000 in the aggregate. (B) At any time after the Closing Date upon which ASC East or any of its Restricted Subsidiaries receives any proceeds from any incurrence by ASC East or its Restricted Subsidiaries of Indebtedness, an amount equal to 100% of the cash proceeds therefrom (net of underwriting discounts or placement discounts and commissions paid to Persons other than Affiliates) shall be applied as a mandatory repayment of principal of outstanding Term Loans and a mandatory reduction of the Maximum Revolving Credit Amount in accordance with clause (v) below; PROVIDED, HOWEVER that the requirement of this clause (iv)(B) shall not apply until the proceeds received by ASC East or any of its Restricted Subsidiaries from any incurrence of Indebtedness to which this clause (iv)(B) would otherwise apply PLUS the proceeds received by American Ski or any of its Restricted Subsidiaries from one or more debt issuances pursuant to clause (iv)(A) PLUS any proceeds from the issuance of equity interests referred to in clause (iii) above exceed $10,000,000 in the aggregate. (v) All mandatory prepayments pursuant to this Section 4.1(c) will (A) be applied PRO RATA to the Administrative outstanding principal amounts of the Term Loans or the Consolidated Term Loans and the Maximum Revolving Credit Amount or the Consolidated Maximum Revolving Credit Amount, as applicable, (B) reduce the remaining scheduled principal payments of the Term Loans or the Consolidated Term Loans and the scheduled reductions of the Maximum Revolving Credit Amount or the Consolidated Maximum Revolving Credit Amount, as applicable, on a PRO RATA basis and (C) be made ten days following notice from the Agent evidence satisfactory to that such payment is required and specifying the Majority Lenders of such expenditure or commitmentpayment date (the "Mandatory Prepayment Notice."). Nothing in this Section 4.1(c), within five (5) Business Days following however, shall require that the receipt by a Maximum Revolving Credit Party of Net Proceeds of insurance, pay, or, Amount or the American Ski - West Maximum Revolving Credit Amount be reduced to an amount less than $35,000,000 and to the extent that any reductions hereunder would have otherwise reduced the Collateral Agent for Maximum Revolving Credit Amount or the benefit American Ski - West Maximum Revolving Credit Amount below $35,000,000, such excess amount shall be applied as a mandatory prepayment of the Secured Creditors is a loss payee under any insurance policyTerm Loans or the Consolidated Term Loans, irrevocably direct as applicable, unless waived by the Collateral Agent to pay, such Net Proceeds to the LendersTerm Loan Lenders as provided in clause (vi) below. (5vi) Together with each prepayment made pursuant Notwithstanding anything to Section 2.6(3) or Section 2.6(4), the Borrower shall pay the applicable Prepayment Premium. (6) Provisions contrary contained in this Section 2.6 for 4.1(c) or elsewhere in this Agreement, the application Term Loan Lenders shall have the option to waive all or any portion of proceeds a mandatory repayment of certain transactions the Consolidated Term Loans pursuant to this Section 4.1(c) (each such repayment, a "Mandatory Repayment") upon the terms and provisions set forth in this Section 4.1(c)(vi) ratably on the basis of their outstanding Consolidated Term Loans. In the event any Term Loan Lender desires to waive its right to receive all or any portion of any such Mandatory Repayment in whole or in part, such Term Loan Lender shall so advise the Agent no later than the close of business two Business Days after the date of the Mandatory Prepayment Notice, which notice shall also include the amount such Term Loan Lender desires to receive in respect of such Mandatory Repayment. If any Term Loan Lender does not reply to the Agent within the two Business Days, it will be deemed not to have waived any part of such Mandatory Repayment. If any Term Loan Lender does not specify an amount it wishes to receive, it will be deemed to constitute consent have accepted 100% of the Lenders total payment. In the event that any such Term Loan Lender waives all or part of such right to transactions that are not otherwise permitted receive all or any portion of any such Mandatory Repayment, the Agent shall apply 100% of the amount so waived by such Term Loan Lender to a mandatory reduction of the terms hereof Maximum Revolving Credit Amount or the other Consolidated Maximum Revolving Credit DocumentsAmount as provided herein. (vii) American Ski shall, within three (3) Business Days of the Excess Cash Payment Date and the occurrence of any event described in clauses (ii), (iii) or (iv) of this Section 4.1(c), provide the Agent with written notice of the Consolidated Excess Cash Flow for the relevant Excess Cash Payment Period and/or the proceeds received or to be received in connection with the occurrence of any event described in clauses (ii), (iii) or (iv) of this Section 4.1(c).

Mandatory Repayments and Prepayments. (1a) The On the Revolving Credit Maturity Date, all Revolving Credit Borrowings and all Swingline Borrowings shall be due and payable to the extent not previously paid and all Letter of Credit Exposure (if any) shall be terminated or cash collateralized in a manner satisfactory to the Administrative Agent. (b) In the event and on each occasion that the sum of (i) the aggregate outstanding principal Dollar Amount of Revolving Loans, (ii) the aggregate Dollar Amount of all Letter of Credit Exposure, and (iii) the aggregate Swingline Exposure (collectively, the “Revolving Loan Exposure”) exceeds the Aggregate Commitment (or the Aggregate Subsidiary Borrower Commitment with respect to all Loans made to, and Letter of Credit Exposure of, the Subsidiary Borrower) at such time, the Borrowers shall repay immediately prepay Revolving Loans such that the aggregate Dollar Amount of all Revolving Loan Exposure is equal to or less than the Aggregate Commitment (or the Aggregate Subsidiary Borrower Commitment with respect to all Loans made to, and Letter of Credit Exposure of, the Subsidiary Borrower). In addition, on the last day of each calendar month, or on any other Determination Date, the Borrowers shall pay or prepay outstanding Foreign Currency Revolving Loans to the extent, if necessary, so that (i) the Dollar Amount (determined as of such date) of all aggregate Revolving Loan Exposure is equal to or less than the Aggregate Commitment (or the Aggregate Subsidiary Borrower Commitment with respect to all Loans made to, and Letter of Credit Exposure of, the Subsidiary Borrower) at that time and (ii) the Dollar Amount of the aggregate outstanding principal amount of such Foreign Currency Revolving Loans together with the Facilities Dollar Amount of the outstanding Letter of Credit Exposure in respect of Foreign Currency Letters of Credit shall not exceed the Aggregate Foreign Currency Commitment (including with respect to all Loans made to, and Letter of Credit Exposure of, the Subsidiary Borrower). In the event that on the Repayment last day of any calendar month or on any other Determination Date, together the Dollar Amount of the aggregate Letter of Credit Exposure resulting from Letters of Credit issued in dollars and Foreign Currency Letters of Credit exceeds the Aggregate Commitment (or the Aggregate Subsidiary Borrower Commitment with respect to all other outstanding ObligationsLoans made to, on and Letter of Credit Exposure of, the Repayment DateSubsidiary Borrower), then the Borrower shall cash collateralize such Letter of Credit Exposure (in each instance, in dollars or in a Foreign Currency reasonably required by the Administrative Agent) to the extent, if necessary, so that (i) the Dollar Amount (determined as of such date) of all aggregate Revolving Loan Exposure is equal to or less than the Aggregate Commitment (or the Aggregate Subsidiary Borrower Commitment with respect to all Loans made to, and Letter of Credit Exposure of, the Subsidiary Borrower) at that time and (ii) the Dollar Amount (determined as of such date) of all aggregate Letter of Credit Exposure resulting from Letters of Credit issued in dollars and Foreign Currency Letters of Credit is equal to or less than the Aggregate Commitment (or the Aggregate Subsidiary Borrower Commitment with respect to all Loans made to, and Letter of Credit Exposure of, the Subsidiary Borrower) (and thereupon such cash shall be deemed to reduce the Letter of Credit Exposure for purposes of this Section 2.12(b)). (2c) The Borrower acknowledges that All mandatory prepayments under Section 2.12(b) shall be applied (to the Convertible Debentures mature extent applicable) (i) first, to reduce the outstanding principal amount of U.S. Dollar Revolving Loans or Foreign Currency Revolving Loans, as the case may be, and are payable on June 14, 2020(ii) second, to the extent that the remaining amount of such debentures have not prior prepayment is greater than the aggregate principal Dollar Amount of outstanding Loans, to provide cash collateral in an amount equal to all such date been converted into equity Letter of Credit Exposure (the amount to be deposited shall be denominated in the currency or currencies of the Borrower in accordance with Letter(s) of Credit then outstanding) (and thereupon such cash shall be deemed to reduce the terms thereofLetter of Credit Exposure for purposes of this Section 2.12(c)). Not later than March 15, 2020, the Borrower shall deliver a written notice Subject to the Administrative Agent setting out its proposal foregoing provisions, any mandatory prepayment of Loans of any Class pursuant to finance the repayment of its remaining indebtedness under the Convertible Debentures, which Section 2.12(b) shall include satisfactory evidence of the Borrower’s ability be applied to comply with prepay all financial covenants and other terms and conditions herein both before and after such transaction, and requesting the Lenders’ consent to the repayment ABR Loans of such Convertible Debentures, provided that Class before any LIBOR Loans of such Class are prepaid. All mandatory prepayments shall be applied first to Loans in the Borrower shall not be required to deliver such notice if currency in which payment is made by the Debenture Threshold Conditions have been satisfied on March 15, 2020. If the Debenture Threshold Conditions have not been so satisfied and the Lenders, in their sole discretion, do not provide their consent to such proposal within 20 days after receiving such notice, the Facilities shall mature and become payable on April 30, 2020. In addition, the Facilities shall mature and become immediately payable on the date that the Borrower becomes obliged to make any principal repayment on account Borrowers. (d) Each payment of the Convertible Debentures for any other reason. The date on which the Facilities mature and become payable Borrowings pursuant to this Section 2.6(22.12 (except partial prepayments of ABR Borrowings) is shall be accompanied by accrued interest on the “Early Maturity Date”. (3) The Borrower principal amount paid to but excluding the date of payment. All payments under this Section 2.12 shall pay to the Lenders, within five (5) Business Days of receipt of such Net Proceeds, an amount equal to the Net Proceeds received by any Credit Party from a sale or other Disposition of Assets of a Credit Party, except to the extent such sale or Disposition was permitted pursuant be subject to Section 5.2(d)2.16, but otherwise shall be without premium or penalty. (4) The Borrower shall (unless (i) no Default or Event of Default has occurred and is continuing and (ii) the relevant Credit Party has insurance on a replacement cost basis and the proceeds or an amount not less than the proceeds has been expended or committed to be expended within one hundred and eighty (180) days of receipt of such proceeds by such Credit Party for the repair or replacement of the insured property in respect of which such proceeds were received and the Borrower has provided to the Administrative Agent evidence satisfactory to the Majority Lenders of such expenditure or commitment), within five (5) Business Days following the receipt by a Credit Party of Net Proceeds of insurance, pay, or, to the extent the Collateral Agent for the benefit of the Secured Creditors is a loss payee under any insurance policy, irrevocably direct the Collateral Agent to pay, such Net Proceeds to the Lenders. (5) Together with each prepayment made pursuant to Section 2.6(3) or Section 2.6(4), the Borrower shall pay the applicable Prepayment Premium. (6) Provisions contained in this Section 2.6 for the application of proceeds of certain transactions shall not be deemed to constitute consent of the Lenders to transactions that are not otherwise permitted by the terms hereof or the other Credit Documents.

Mandatory Repayments and Prepayments. (1a) The Borrower Revolving Credit Commitment of each Lender shall repay terminate at the opening of business on December 15, 2003 (such date and such earlier date on which the Revolving Credit Commitments shall terminate pursuant to Section 3.08, Section 8.01 or otherwise, the "COMMITMENT TERMINATION DATE"), and there shall become due and the Company shall pay on the Commitment Termination Date, the entire outstanding principal amount of the Facilities outstanding on the Repayment Dateeach Revolving Credit Loan, together with all other outstanding Obligations, on accrued and unpaid interest thereon to but excluding the Repayment Commitment Termination Date. (2b) The Borrower acknowledges that If at any time (i) the Convertible Debentures mature aggregate unpaid principal balance of the Working Capital Loans exceeds the Working Capital Availability, or (ii) the aggregate unpaid principal balance of the Acquisition Loans exceeds the Acquisition Availability, then, on the next succeeding Business Day, the Company shall prepay Working Capital Loans and/or Acquisition Loans in an aggregate principal amount equal to such excess. (c) Commencing on April 1, 2000 (the "AMORTIZATION COMMENCEMENT DATE") and are payable continuing on June 14each Quarterly Date thereafter, 2020, the Company shall repay the Revolving Credit Loans in equal quarterly installments of principal in an amount equal to 5.00% of all Acquisition Loans outstanding at the close of business on the Business Day prior to the extent that such debentures have not prior to such Amortization Commencement Date. (d) There shall become due and payable, and the Company shall prepay, on the earlier of (i) the date been converted into equity of the Borrower audited financial statements for each Fiscal Year are delivered in accordance with Section 6.01 and (ii) 90 days following the terms thereof. Not later than March 15last day of each Fiscal Year, 2020beginning with the Fiscal Year ending December 31, the Borrower shall deliver a written notice 1999, an aggregate principal amount of Revolving Credit Loans equal to the Administrative Agent setting out its proposal to finance the repayment excess of its remaining indebtedness under the Convertible Debentures, which shall include satisfactory evidence (x) fifty percent (50%) of the Borrower’s ability to comply with all financial covenants and other terms and conditions herein both before and after Excess Cash Flow for such transaction, and requesting Fiscal Year over (y) the Lenders’ consent amount of such Excess Cash Flow applied to the repayment of Term Loans on such Convertible Debentures, provided that the Borrower shall not be required to deliver such notice if the Debenture Threshold Conditions have been satisfied on March 15, 2020. If the Debenture Threshold Conditions have not been so satisfied and the Lenders, date in their sole discretion, do not provide their consent to such proposal within 20 days after receiving such notice, the Facilities shall mature and become payable on April 30, 2020. In addition, the Facilities shall mature and become immediately payable on the date that the Borrower becomes obliged to make any principal repayment on account of the Convertible Debentures for any other reason. The date on which the Facilities mature and become payable pursuant to this accordance with Section 2.6(2) is the “Early Maturity Date”2.04(b). (3e) The Borrower There shall pay to become due and payable, and the Lenders, within five (5) Business Days Company shall prepay promptly upon receipt by any Credit Party of receipt the proceeds of such Net Proceedsany Asset Sale, an amount equal to the excess of (x) 100% of the Net Cash Proceeds of such Asset Sale over (y) the amount of such Net Proceeds received applied to repayment of Term Loans on such date in accordance with Section 2.04(b). (f) There shall become due and payable, and the Company shall prepay promptly upon receipt by any Credit Party from a sale of (x) any payment which constitutes Major Casualty Proceeds or other Disposition of Assets of a Credit Party(y) any payment under the Key-Person Life Insurance Policy, except an amount equal to the extent excess of (x) the amount of such sale or Disposition was permitted pursuant payment over (y) the amount of such payment applied to the repayment of Terms Loans on such date in accordance with Section 5.2(d2.04(b), unless, in the case of Major Casualty Proceeds only, the Required Lenders shall otherwise direct (in which case the amount of such payment shall be deposited into the Insurance Account to be held and applied in accordance with Section 5 of the Company Security Agreement). (4g) The Borrower There shall become due and payable, and the Company shall prepay promptly upon receipt by the Holding Company of the proceeds from the issuance and sale of Common Stock or other equity securities after the Closing Date, an amount equal to the excess of (unless x) 50% of the Net Cash Proceeds of such issuance and sale over (i) no Default or Event of Default has occurred and is continuing and (iiy) the relevant Credit Party has insurance on a replacement cost basis and the proceeds or an amount not less than the proceeds has been expended or committed to be expended within one hundred and eighty (180) days of receipt of such proceeds by such Credit Party for the repair or replacement of the insured property in respect of which such proceeds were received and the Borrower has provided Net Cash Proceeds applied to the Administrative Agent evidence satisfactory to the Majority Lenders repayment of Term Loans on such expenditure or commitmentdate in accordance with Section 2.04(b), within five (5) Business Days following the receipt by a Credit Party of Net Proceeds of insurance, pay, or, to the extent the Collateral Agent for the benefit of the Secured Creditors is a loss payee under any insurance policy, irrevocably direct the Collateral Agent to pay, such Net Proceeds to the Lenders. (5h) Together with each prepayment made pursuant to Section 2.6(3) or Section 2.6(4)There shall become due and payable, and the Borrower Company shall pay the applicable Prepayment Premium. (6) Provisions contained in this Section 2.6 for the application of proceeds of certain transactions shall not be deemed to constitute consent of the Lenders to transactions that are not otherwise permitted prepay promptly upon receipt by the terms hereof or Company of a Capitated Beneficiary Adjustment payment, an amount equal to the other Credit Documentsexcess of (x) 100% of such Capitated Beneficiary Adjustment payment over (y) the amount of such Capitated Beneficiary Adjustment payment applied to the repayment of Term Loans on such date in accordance with Section 2.04(b).

Mandatory Repayments and Prepayments. (1a) The On the Revolving Credit Maturity Date, all Revolving Credit Borrowings and all Swingline Borrowings shall be due and payable to the extent not previously paid and all Letter of Credit Exposure (if any) shall be terminated or cash collateralized in a manner satisfactory to the Agents. (b) In the event and on each occasion that a Prepayment Event occurs, the Borrower shall repay give to the Administrative Agent written or telecopy notice of such event, the amount of Net Cash Proceeds expected to be received therefrom and the expected schedule for receiving such proceeds. On the date of receipt by the Borrower or any Subsidiary of Net Cash Proceeds from such Prepayment Event, the Borrower shall prepay Loans in an aggregate principal amount equal to the lesser of (x) 100% of such Net Cash Proceeds received and (y) the amount of Net Cash Proceeds required to reduce the Commitments (as contemplated by Section 2.10(c)) to, but not below, $100,000,000; PROVIDED, THAT in the case of an Asset Sale, (i) no such prepayment shall be required unless the aggregate amount of Net Cash Proceeds received from such Asset Sale and all other Asset Sales occurring during the same Fiscal Year of the Borrower equals or exceeds $1,000,000 and (ii) any such receipt of Net Cash Proceeds that would otherwise result in prepayment of a lesser amount under this subparagraph (c) shall cumulate until the aggregate amount of such Net Cash Proceeds received and not yet applied equals or exceeds $1,000,000, at which time such prepayment shall be made. (c) In the event and on each occasion that the sum of (i) the aggregate outstanding principal amount of Revolving Credit Loans, (ii) the aggregate Dollar Amount of all Letter of Credit Exposure, and (iii) the aggregate Swingline Exposure (collectively, the "REVOLVING LOAN EXPOSURE") exceeds the aggregate amount of the Revolving Credit Commitments at such time, the Borrower shall immediately prepay Revolving Loans such that the aggregate Dollar Amount of all Revolving Loan Exposure is equal to or less than the aggregate Revolving Credit Commitments. In the event that on the last day of any calendar month or on any other Determination Date, the Dollar Amount of the Foreign Currency Letter of Credit Exposure resulting from the ABN AMRO Foreign Currency Letters of Credit exceeds 35 42 $48,000,000, then the Borrower shall cash collateralize Foreign Currency Letter of Credit Exposure resulting from the ABN AMRO Foreign Currency Letters of Credit (in each instance, in dollars or in a Foreign Currency reasonably required by the Issuing Bank) to the extent, if necessary, so that (i) the Dollar Amount (determined as of such date) of all aggregate Revolving Loan Exposure is equal to or less than the aggregate Revolving Credit Commitments existing at that time and (ii) the Dollar Amount (determined as of such date) of all Foreign Currency Letter of Credit Exposure resulting from the ABN AMRO Foreign Currency Letters of Credit is equal to or less than $46,500,000 (and thereupon such cash shall be deemed to reduce the Letter of Credit Exposure for purposes of this Section 2.12(c)). In the event that on the last day of any calendar month or on any other Determination Date, the Dollar Amount of the aggregate Letter of Credit Exposure resulting from Letters of Credit issued by Bank One, N.A., exceeds $25,000,000, then the Borrower shall cash collateralize such Letter of Credit Exposure (in each instance, in dollars or in a Foreign Currency reasonably required by the Issuing Bank) to the extent, if necessary, so that (i) the Dollar Amount (determined as of such date) of all aggregate Revolving Loan Exposure is equal to or less than the aggregate Revolving Credit Commitments existing at that time and (ii) the Dollar Amount (determined as of such date) of all aggregate Letter of Credit Exposure resulting from Letters of Credit issued by Bank One, N.A. is equal to or less than $25,000,000 (and thereupon such cash shall be deemed to reduce the Letter of Credit Exposure for purposes of this Section 2.12(c)). (d) All mandatory prepayments under Section 2.12(b) or (c) shall be applied (to the extent applicable) (i) FIRST, to reduce the outstanding principal amount of the Facilities outstanding on the Repayment Date, together with all other outstanding Obligations, on the Repayment Date. Revolving Credit Loans and (2ii) The Borrower acknowledges that the Convertible Debentures mature and are payable on June 14, 2020SECOND, to the extent that the remaining amount of such debentures have not prior prepayment is greater than the aggregate principal amount of outstanding Loans, to provide cash collateral in an amount equal to all such date been converted into equity Letter of Credit Exposure (the amount to be deposited shall be denominated in the currency or currencies of the Borrower in accordance with Letter(s) of Credit then outstanding) (and thereupon such cash shall be deemed to reduce the terms thereofLetter of Credit Exposure for purposes of this Section 2.12(d)). Not later than March 15, 2020, the Borrower shall deliver a written notice Subject to the Administrative Agent setting out its proposal foregoing provisions, any mandatory prepayment of Loans of any Class pursuant to finance the repayment of its remaining indebtedness under the Convertible Debentures, which Section 2.12(b) or (c) shall include satisfactory evidence of the Borrower’s ability be applied to comply with prepay all financial covenants and other terms and conditions herein both before and after such transaction, and requesting the Lenders’ consent to the repayment ABR Loans of such Convertible Debentures, provided that the Borrower shall not be required to deliver Class before any LIBOR Loans of such notice if the Debenture Threshold Conditions have been satisfied on March 15, 2020. If the Debenture Threshold Conditions have not been so satisfied and the Lenders, in their sole discretion, do not provide their consent to such proposal within 20 days after receiving such notice, the Facilities shall mature and become payable on April 30, 2020. In addition, the Facilities shall mature and become immediately payable on the date that the Borrower becomes obliged to make any principal repayment on account Class are prepaid. (e) Each payment of the Convertible Debentures for any other reason. The date on which the Facilities mature and become payable Borrowings pursuant to this Section 2.6(22.12 (except partial prepayments of ABR Borrowings) is shall be accompanied by accrued interest on the “Early Maturity Date”. (3) The Borrower principal amount paid to but excluding the date of payment. All payments under this Section 2.12 shall pay to the Lenders, within five (5) Business Days of receipt of such Net Proceeds, an amount equal to the Net Proceeds received by any Credit Party from a sale or other Disposition of Assets of a Credit Party, except to the extent such sale or Disposition was permitted pursuant be subject to Section 5.2(d)2.16, but otherwise shall be without premium or penalty. (4) The Borrower shall (unless (i) no Default or Event of Default has occurred and is continuing and (ii) the relevant Credit Party has insurance on a replacement cost basis and the proceeds or an amount not less than the proceeds has been expended or committed to be expended within one hundred and eighty (180) days of receipt of such proceeds by such Credit Party for the repair or replacement of the insured property in respect of which such proceeds were received and the Borrower has provided to the Administrative Agent evidence satisfactory to the Majority Lenders of such expenditure or commitment), within five (5) Business Days following the receipt by a Credit Party of Net Proceeds of insurance, pay, or, to the extent the Collateral Agent for the benefit of the Secured Creditors is a loss payee under any insurance policy, irrevocably direct the Collateral Agent to pay, such Net Proceeds to the Lenders. (5) Together with each prepayment made pursuant to Section 2.6(3) or Section 2.6(4), the Borrower shall pay the applicable Prepayment Premium. (6) Provisions contained in this Section 2.6 for the application of proceeds of certain transactions shall not be deemed to constitute consent of the Lenders to transactions that are not otherwise permitted by the terms hereof or the other Credit Documents.

Mandatory Repayments and Prepayments. (1a) If at any time the sum of the aggregate outstanding principal balance of all Revolving Credit Advances and all Swing Line Loans made hereunder exceeds the Available Revolving Credit Amount, the Borrowers, jointly and severally, shall immediately repay to the Agent for the ratable accounts of the Revolving Credit Lenders an amount equal to such excess to be applied FIRST to the Swing Line Loans and SECOND to the Revolving Credit Advances. (b) The Borrower shall Borrowers will repay the Term Loans in eight annual installments, with the first six installments in the amount of $700,000 each, payable on May 31 of each year, commencing May 31, 1999, a seventh installment of $34,800,000 due May 31, 2005 and the final installment due on the Term Loan Maturity Date equal to the outstanding principal balance of the Term Loans, together with accrued interest and all other amounts due hereunder in connection therewith. The amount of the Facilities outstanding on principal installments of the Repayment Date, together with all other outstanding Obligations, on the Repayment DateTerm Loans are subject to adjustment as provided in paragraph (c) below. (2c) The Borrower acknowledges that the Convertible Debentures mature and are payable on June 14, 2020, to the extent that such debentures have not prior to such date been converted into equity Borrowers shall also make prepayments of the Borrower following amounts: (i) Ten days following the delivery of the Mandatory Prepayment Notice (as defined below) by the Agent following each Excess Cash Payment Date and in connection with the relevant Excess Cash Payment Period, if the Excess Cash Flow Leverage Ratio for such period exceeded 3.50-to-1, an amount equal to 50% of the Consolidated Excess Cash Flow shall be applied as a mandatory repayment of principal of outstanding Consolidated Term Loans and a mandatory reduction of the Consolidated Maximum Revolving Credit Amount in accordance with the terms thereof. Not later than March 15, 2020, the Borrower shall deliver a written notice to the Administrative Agent setting out its proposal to finance the repayment of its remaining indebtedness under the Convertible Debentures, which shall include satisfactory evidence of the Borrower’s ability to comply with all financial covenants and other terms and conditions herein both before and after such transaction, and requesting the Lenders’ consent to the repayment of such Convertible Debentures, provided that the Borrower shall not be required to deliver such notice if the Debenture Threshold Conditions have been satisfied on March 15, 2020. If the Debenture Threshold Conditions have not been so satisfied and the Lenders, in their sole discretion, do not provide their consent to such proposal within 20 days after receiving such notice, the Facilities shall mature and become payable on April 30, 2020. In addition, the Facilities shall mature and become immediately payable on the date that the Borrower becomes obliged to make any principal repayment on account of the Convertible Debentures for any other reason. The date on which the Facilities mature and become payable pursuant to this Section 2.6(2clause (v) is the “Early Maturity Date”below. (3ii) The Borrower shall pay to At any time on and after the LendersClosing Date, within five (5) Business Days if American Ski - West or any of receipt of such Net its Restricted Subsidiaries receives Cash Proceeds from any Permitted Disposition or receives Cash Insurance Proceeds, an amount equal to 100% of the Net Cash Proceeds received by therefrom shall be applied as a mandatory repayment of principal of outstanding Consolidated Term Loans and a mandatory reduction of the Consolidated Maximum Revolving Credit Amount in accordance with clause (v) below; PROVIDED, HOWEVER that with respect to no more than $250,000 in the aggregate of such Net Cash Proceeds in any Credit Party from fiscal year of American Ski - West, such Net Cash Proceeds shall not be required to be so-applied if no Default then exists and ASC West delivers a sale or other Disposition of Assets of a Credit Party, except certificate to the extent Agent together with the notice referred to in clause (vii) below stating that such sale Net Cash Proceeds shall be used for Permitted Capital Expenditures and Permitted Acquisitions by American Ski - West and its Restricted Subsidiaries in compliance with this Agreement within 365 days following the date of such Permitted Disposition or Disposition was permitted pursuant to Section 5.2(d). (4) The Borrower shall (unless (i) no Default or Event of Default has occurred and is continuing and (ii) the relevant Credit Party has insurance on a replacement cost basis and the proceeds or an amount not less than the proceeds has been expended or committed to be expended within one hundred and eighty (180) days date of receipt of such proceeds by such Credit Party for Cash Insurance Proceeds (which certificate shall set forth the repair or replacement estimates of the insured property proceeds to be so expended); and PROVIDED FURTHER, that if all or any portion of such Net Cash Proceeds not so-applied to the repayment of Consolidated Term Loans and a mandatory reduction of the Consolidated Maximum Revolving Credit Amount are not so used within such 365 day period, such remaining portion shall be applied on the last day of such period as a mandatory repayment of principal of outstanding Consolidated Term Loans and a mandatory reduction of the Consolidated Maximum Revolving Credit Amount as provided in respect clause (v) below. (iii) At any time on and after the Closing Date upon which American Ski or any of its Restricted Subsidiaries receives any proceeds from any issuance of any equity interests, excluding proceeds received from the sale or issuance of equity interests which are used to effect Permitted Acquisitions on the date of sale or issuance of such proceeds were received equity interests and the Borrower has provided IPO Gross Proceeds, an amount equal to 100% of the cash proceeds therefrom (net of underwriting discounts or placement discounts and commissions and all reasonable and customary fees, costs and expenses associated with the marketing, sale and issuance of such equity interests paid to Persons other than Affiliates) shall be applied as a mandatory repayment of principal of outstanding Consolidated Term Loans and a mandatory reduction of the Consolidated Maximum Revolving Credit Amount in accordance with clause (v) below; PROVIDED, HOWEVER that the requirements of this clause (iii) shall not apply until the proceeds received by American Ski or any of its Restricted Subsidiaries from the sale or issuance of equity interests to which this clause (iii) would otherwise apply PLUS any proceeds from the incurrence of debt referred to in clause (iv) below exceed $10,000,000 in the aggregate. (iv) At any time after the Closing Date upon which American Ski or any of its Restricted Subsidiaries receives any proceeds from any incurrence by American Ski or its Restricted Subsidiaries of Indebtedness, an amount equal to 100% of the cash proceeds therefrom (net of underwriting discounts or placement discounts and commissions paid to Persons other than Affiliates) shall be applied as a mandatory repayment of principal of outstanding Consolidated Term Loans and a mandatory reduction of the Consolidated Maximum Revolving Credit Amount in accordance with clause (v) below; PROVIDED, HOWEVER that the requirement of this clause (iv) shall not apply until the proceeds received by American Ski or any of its Restricted Subsidiaries from any incurrence of Indebtedness to which this clause (iv) would otherwise apply PLUS any proceeds from the issuance of equity interests referred to in clause (iii) above exceed $10,000,000 in the aggregate. (v) All mandatory prepayments pursuant to this Section 4.1(c) will (A) be applied PRO RATA to the Administrative outstanding principal amounts of the Consolidated Term Loans and the Consolidated Maximum Revolving Credit Amount, (B) reduce the remaining scheduled principal payments of the Consolidated Term Loans and the scheduled reductions of the Consolidated Maximum Revolving Credit Amount, on a PRO RATA basis and (C) be made ten days following notice from the Agent evidence satisfactory to that such payment is required and specifying the Majority Lenders of such expenditure or commitmentpayment date (the "Mandatory Prepayment Notice"). Nothing in this Section 4.1(c), within five (5) Business Days following however, shall require that the receipt by a Maximum Revolving Credit Party of Net Proceeds of insurance, pay, or, Amount or the ASC East Maximum Revolving Credit Amount be reduced to an amount less than $35,000,000 and to the extent that any reductions hereunder would have otherwise reduced the Collateral Agent for Maximum Revolving Credit Amount or the benefit ASC East Maximum Revolving Credit Agreement below $35,000,000, such excess amount shall be applied as a mandatory prepayment of the Secured Creditors is a loss payee under any insurance policyConsolidated Term Loans, irrevocably direct unless waived by the Collateral Agent to pay, such Net Proceeds to the LendersTerm Loan Lenders as provided in clause (vi) below. (5vi) Together with each prepayment made pursuant Notwithstanding anything to Section 2.6(3) or Section 2.6(4), the Borrower shall pay the applicable Prepayment Premium. (6) Provisions contrary contained in this Section 2.6 for 4.1(c) or elsewhere in this Agreement, the application Term Loan Lenders shall have the option to waive all or any portion of proceeds a mandatory repayment of certain transactions the Consolidated Term Loans pursuant to this Section 4.1(c) (each such repayment, a "Mandatory Repayment") upon the terms and provisions set forth in this Section 4.1(c)(vi) ratably on the basis of their outstanding Consolidated Term Loans. In the event any Term Loan Lender desires to waive its right to receive all or any portion of any such Mandatory Repayment in whole or in part, such Term Loan Lender shall so advise the Agent no later than the close of business two Business Days after the date of the Mandatory Prepayment Notice, which notice shall also include the amount such Term Loan Lender desires to receive in respect of such Mandatory Repayment. If any Term Loan Lender does not reply to the Agent within the two Business Days, it will be deemed not to have waived any part of such Mandatory Repayment. If any Term Loan Lender does not specify an amount it wishes to receive, it will be deemed to constitute consent have accepted 100% of the Lenders total payment. In the event that any such Term Loan Lender waives all or part of such right to transactions that are not otherwise permitted receive all or any portion of any such Mandatory Repayment, the Agent shall apply 100% of the amount so waived by such Term Loan Lender to a mandatory reduction of the terms hereof Consolidated Maximum Revolving Credit Amount as provided herein. (vii) American Ski shall, within three (3) Business Days of the Excess Cash Payment Date and the occurrence of any event described in clauses (ii), (iii) or (iv) of this Section 4.1(c), provide the other Credit DocumentsAgent with written notice of the Consolidated Excess Cash Flow for the relevant Excess Cash Payment Period and/or the proceeds received or to be received in connection with the occurrence of any event described in clauses (ii), (iii) or (iv) of this Section 4.1(c).

Mandatory Repayments and Prepayments. (1a) The On the Revolving Credit Maturity Date, all Revolving Credit Borrowings and all Swingline Borrowings shall be due and payable to the extent not previously paid and all Letter of Credit Exposure (if any) shall be terminated or cash collateralized in a manner satisfactory to the Administrative Agent. (b) In the event and on each occasion that a Prepayment Event occurs, the Borrower shall repay give to the Administrative Agent written or telecopy notice of such event, the amount of Net Cash Proceeds expected to be received therefrom and the expected schedule for receiving such proceeds. On the date of receipt by the Borrower or any Subsidiary of Net Cash Proceeds from such Prepayment Event, the Borrower shall prepay Loans in an aggregate principal amount equal to the lesser of (x) 100% of such Net Cash Proceeds received and (y) the amount of Net Cash Proceeds required to reduce the Commitments (as contemplated by Section 2.10(c)) to, but not below, $125,000,000; PROVIDED, THAT in the case of an Asset Sale, (i) no such prepayment shall be required unless the aggregate amount of Net Cash Proceeds received from such Asset Sale and all other Asset Sales occurring during the same Fiscal Year of the Borrower equals or exceeds $5,000,000 and the Borrower or any of its Subsidiaries fail to reinvest such Net Cash Proceeds to purchase operating assets within 180 days of receipt by the Borrower or any of its Subsidiaries thereof and (ii) any such receipt of Net Cash Proceeds that would otherwise result in prepayment of a lesser amount under this subparagraph (c) shall cumulate until the aggregate amount of such Net Cash Proceeds received and not yet applied equals or exceeds $5,000,000, at which time such prepayment shall be made. (c) In the event and on each occasion that the sum of (i) the aggregate outstanding principal Dollar Amount of Revolving Loans, (ii) the aggregate Dollar Amount of all Letter of Credit Exposure, and (iii) the aggregate Swingline Exposure (collectively, the "REVOLVING LOAN EXPOSURE") exceeds the Net Aggregate Commitment at such time, the Borrower shall immediately prepay Revolving Loans such that the aggregate Dollar Amount of all Revolving Loan Exposure is equal to or less than the Net Aggregate Commitment. In addition, on the last day of each calendar month, or on any other Determination Date, the Borrower shall pay or prepay outstanding Foreign Currency Revolving Loans to the extent, if necessary, so that (i) the Dollar Amount (determined as of such date) of all aggregate Revolving Credit Exposure is equal to or less than the Net Aggregate Commitment at that time and (ii) the Dollar Amount of the aggregate outstanding principal amount of such Foreign Currency Loans together with the Facilities Dollar Amount of the outstanding Letter of Credit Exposure in respect of Foreign Currency Letters of Credit shall not exceed $125,000,000. In addition, in the event that on the Repayment last day of any calendar month or on any other Determination Date, together with the Dollar Amount of the Foreign Currency Letter of Credit Exposure resulting from the Bank One Foreign Currency Letters of Credit exceeds $50,000,000, then the Borrower shall cash collateralize Foreign Currency Letter of Credit Exposure resulting from the Bank One Foreign Currency Letters of Credit (in each instance, in dollars or in a Foreign Currency reasonably required by the Issuing Bank) to the extent, if necessary, so that (i) the Dollar Amount (determined as of such date) of all other outstanding Obligations, aggregate Revolving Loan Exposure is equal to or less than the Net Aggregate Commitment at that time and (ii) the Dollar Amount (determined as of such date) of all Foreign Currency Letter of Credit Exposure resulting from the Bank One Foreign Currency Letters of Credit is equal to or less than $50,000,000 (and thereupon such cash shall be deemed to reduce the Letter of Credit Exposure for purposes of this Section 2.12(c)). In the event that on the Repayment last day of any calendar month or on any other Determination Date, the Dollar Amount of the aggregate Letter of Credit Exposure resulting from Letters of Credit issued in dollars and Other Foreign Currency Letters of Credit, exceeds $75,000,000, then the Borrower shall cash collateralize such Letter of Credit Exposure (in each instance, in dollars or in a Foreign Currency reasonably required by the Administrative Agent) to the extent, if necessary, so that (i) the Dollar Amount (determined as of such date) of all aggregate Revolving Loan Exposure is equal to or less than the Net Aggregate Commitment at that time and (ii) the Dollar Amount (determined as of such date) of all aggregate Letter of Credit Exposure resulting from Letters of Credit issued in dollars and Other Foreign Currency Letters of Credit is equal to or less than $75,000,000 (and thereupon such cash shall be deemed to reduce the Letter of Credit Exposure for purposes of this Section 2.12(c)). (2d) The Borrower acknowledges that All mandatory prepayments under Section 2.12(b) or (c) shall be applied (to the Convertible Debentures mature extent applicable) (i) FIRST, to reduce the outstanding principal amount of U.S. Dollar Revolving Loans or Foreign Currency Revolving Loans, as the case may be, and are payable on June 14, 2020(ii) SECOND, to the extent that the remaining amount of such debentures have not prior prepayment is greater than the aggregate principal Dollar Amount of outstanding Loans, to provide cash collateral in an amount equal to all such date been converted into equity Letter of Credit Exposure (the amount to be deposited shall be denominated in the currency or currencies of the Borrower in accordance with Letter(s) of Credit then outstanding) (and thereupon such cash shall be deemed to reduce the terms thereofLetter of Credit Exposure for purposes of this Section 2.12(d)). Not later than March 15, 2020, the Borrower shall deliver a written notice Subject to the Administrative Agent setting out its proposal foregoing provisions, any mandatory prepayment of Loans of any Class pursuant to finance Section 2.12(b) or (c) shall be applied to prepay all ABR Loans of such Class before any LIBOR Loans of such Class are prepaid. All mandatory prepayments shall be applied first to Loans in the repayment of its remaining indebtedness under the Convertible Debentures, currency in which shall include satisfactory evidence of payment is made by the Borrower’s ability to comply with all financial covenants and other terms and conditions herein both before and after such transaction, and requesting the Lenders’ consent to the repayment . (e) Each payment of such Convertible Debentures, provided that the Borrower shall not be required to deliver such notice if the Debenture Threshold Conditions have been satisfied on March 15, 2020. If the Debenture Threshold Conditions have not been so satisfied and the Lenders, in their sole discretion, do not provide their consent to such proposal within 20 days after receiving such notice, the Facilities shall mature and become payable on April 30, 2020. In addition, the Facilities shall mature and become immediately payable on the date that the Borrower becomes obliged to make any principal repayment on account of the Convertible Debentures for any other reason. The date on which the Facilities mature and become payable Borrowings pursuant to this Section 2.6(22.12 (except partial prepayments of ABR Borrowings) is shall be accompanied by accrued interest on the “Early Maturity Date”. (3) The Borrower principal amount paid to but excluding the date of payment. All payments under this Section 2.12 shall pay to the Lenders, within five (5) Business Days of receipt of such Net Proceeds, an amount equal to the Net Proceeds received by any Credit Party from a sale or other Disposition of Assets of a Credit Party, except to the extent such sale or Disposition was permitted pursuant be subject to Section 5.2(d)2.16, but otherwise shall be without premium or penalty. (4) The Borrower shall (unless (i) no Default or Event of Default has occurred and is continuing and (ii) the relevant Credit Party has insurance on a replacement cost basis and the proceeds or an amount not less than the proceeds has been expended or committed to be expended within one hundred and eighty (180) days of receipt of such proceeds by such Credit Party for the repair or replacement of the insured property in respect of which such proceeds were received and the Borrower has provided to the Administrative Agent evidence satisfactory to the Majority Lenders of such expenditure or commitment), within five (5) Business Days following the receipt by a Credit Party of Net Proceeds of insurance, pay, or, to the extent the Collateral Agent for the benefit of the Secured Creditors is a loss payee under any insurance policy, irrevocably direct the Collateral Agent to pay, such Net Proceeds to the Lenders. (5) Together with each prepayment made pursuant to Section 2.6(3) or Section 2.6(4), the Borrower shall pay the applicable Prepayment Premium. (6) Provisions contained in this Section 2.6 for the application of proceeds of certain transactions shall not be deemed to constitute consent of the Lenders to transactions that are not otherwise permitted by the terms hereof or the other Credit Documents.

Mandatory Repayments and Prepayments. (1a) The Borrower shall repay On the principal amount of the Facilities outstanding on the Repayment Revolving Credit Maturity Date, together with all other outstanding Obligations, on Revolving Credit Borrowings and all Swingline Borrowings shall be due and payable to the Repayment Dateextent not previously paid and all Letter of Credit Exposure (if any) shall be terminated or cash collateralized in a manner satisfactory to the Agents. (2b) The Borrower acknowledges In the event and on each occasion that the Convertible Debentures mature and are payable on June 14, 2020, to the extent that such debentures have not prior to such date been converted into equity of the Borrower in accordance with the terms thereof. Not later than March 15, 2020a Prepayment Event occurs, the Borrower shall deliver a written notice give to the Administrative Agent setting out its proposal to finance the repayment of its remaining indebtedness under the Convertible Debentures, which shall include satisfactory evidence of the Borrower’s ability to comply with all financial covenants and other terms and conditions herein both before and after such transaction, and requesting the Lenders’ consent to the repayment written or telecopy notice of such Convertible Debenturesevent, provided that the amount of Net Cash Proceeds expected to be received therefrom and the expected schedule for receiving such proceeds. On the date of receipt by the Borrower or any Subsidiary of Net Cash Proceeds from such Prepayment Event, the Borrower shall not be required to deliver such notice if the Debenture Threshold Conditions have been satisfied on March 15, 2020. If the Debenture Threshold Conditions have not been so satisfied and the Lenders, prepay Loans in their sole discretion, do not provide their consent to such proposal within 20 days after receiving such notice, the Facilities shall mature and become payable on April 30, 2020. In addition, the Facilities shall mature and become immediately payable on the date that the Borrower becomes obliged to make any an aggregate principal repayment on account of the Convertible Debentures for any other reason. The date on which the Facilities mature and become payable pursuant to this Section 2.6(2) is the “Early Maturity Date”. (3) The Borrower shall pay to the Lenders, within five (5) Business Days of receipt of such Net Proceeds, an amount equal to the lesser of (x) 100% of such Net Cash Proceeds received and (y) the amount of Net Cash Proceeds required to reduce the Commitments (as contemplated by any Credit Party from a sale or other Disposition Section 2.10(c)) to, but not below, $100,000,000; PROVIDED, THAT in the case of Assets of a Credit Partyan Asset Sale, except to the extent such sale or Disposition was permitted pursuant to Section 5.2(d). (4) The Borrower shall (unless (i) no Default such prepayment shall be required unless the aggregate amount of Net Cash Proceeds received from such Asset Sale and all other Asset Sales occurring during the same Fiscal Year of the Borrower equals or Event exceeds $5,000,000 and the Borrower or any of Default has occurred and is continuing its Subsidiaries fail to reinvest such Net Cash Proceeds to purchase operating assets within 180 days of receipt by the Borrower or any of its Subsidiaries thereof and (ii) the relevant Credit Party has insurance on a replacement cost basis and the proceeds or an amount not less than the proceeds has been expended or committed to be expended within one hundred and eighty (180) days of any such receipt of Net Cash Proceeds that would otherwise result in prepayment of a lesser amount under this subparagraph (c) shall cumulate until the aggregate amount of such proceeds by such Credit Party for the repair or replacement of the insured property in respect of which such proceeds were Net Cash Proceeds received and the Borrower has provided to the Administrative Agent evidence satisfactory to the Majority Lenders of not yet applied equals or exceeds $5,000,000, at which time such expenditure or commitment), within five (5) Business Days following the receipt by a Credit Party of Net Proceeds of insurance, pay, or, to the extent the Collateral Agent for the benefit of the Secured Creditors is a loss payee under any insurance policy, irrevocably direct the Collateral Agent to pay, such Net Proceeds to the Lendersprepayment shall be made. (5c) Together with In the event and on each prepayment made pursuant to Section 2.6(3occasion that the sum of (i) or Section 2.6(4)the aggregate outstanding principal Dollar Amount of Revolving Loans, (ii) the aggregate Dollar Amount of all Letter of Credit Exposure, and (iii) the aggregate Swingline Exposure (collectively, the "REVOLVING LOAN EXPOSURE") exceeds the aggregate amount of the Revolving Credit Commitments at such time, the Borrower shall pay immediately prepay Revolving Loans such that the applicable Prepayment Premium. (6) Provisions contained in this Section 2.6 for the application of proceeds of certain transactions shall not be deemed to constitute consent of the Lenders to transactions that are not otherwise permitted by the terms hereof or the other Credit Documents.aggregate Dollar

Mandatory Repayments and Prepayments. (1a) The On the Tranche A Maturity Date, all Tranche A Revolving Credit Borrowings and all Swingline Borrowings shall be due and payable to the extent not previously paid and all Letter of Credit Exposure (if any) shall be terminated or cash collateralized in a manner satisfactory to the Agents. (b) On the Tranche B Maturity Date, all Tranche B Revolving Credit Borrowings shall be due and payable to the extent not previously paid. (c) In the event and on each occasion that a Prepayment Event occurs, the Borrower shall repay give to the Administrative Agent written or telecopy notice of such event, the amount of Net Cash Proceeds expected to be received therefrom and the expected schedule for receiving such proceeds. On the date of receipt by the Borrower or any Subsidiary of Net Cash Proceeds from such Prepayment Event, the Borrower shall prepay Loans in an aggregate principal amount equal to the lesser of (x) 100% of such Net Cash Proceeds received and (y) the amount of Net Cash Proceeds required to reduce the Commitments (as contemplated by Section 2.09(d)) to, but not below, $100,000,000; PROVIDED, THAT in the case of an Asset Sale, (i) no such prepayment shall be required unless the aggregate amount of Net Cash Proceeds received from such Asset Sale and all other Asset Sales occurring during the same Fiscal Year of the Borrower equals or exceeds $1,000,000 and (ii) any such receipt of Net Cash Proceeds that would otherwise result in prepayment of a lesser amount under this subparagraph (c) shall cumulate until the aggregate amount of such Net Cash Proceeds received and not yet applied equals or exceeds $1,000,000, at which time such prepayment shall be made. (d) In the event and on each occasion that the sum of (i) the aggregate outstanding principal amount of Tranche A Revolving Credit Loans, (ii) the aggregate Letter of Credit Exposure, and (iii) the aggregate Swingline Exposure (collectively, the "TRANCHE A EXPOSURE") exceeds the aggregate amount of the Tranche A Revolving Credit Commitments at such time, the Borrower shall immediately prepay Tranche A Revolving Loans such that the aggregate Tranche A Exposure is equal to or less than the aggregate Tranche A 42 Revolving Credit Commitments. Similarly, in the event and on each occasion that the aggregate outstanding principal amount of Tranche B Revolving Loans exceeds the aggregate amount of the Tranche B Revolving Credit Commitments at that time, the Borrower shall immediately prepay Tranche B Revolving Loans such that the aggregate outstanding Tranche B Revolving Loans are equal to or less than the aggregate Tranche B Revolving Credit Commitments. (e) All mandatory prepayments under Section 2.11(c) or (d) shall be applied (to the extent applicable) (i) FIRST, to reduce the outstanding principal amount of the Facilities outstanding on Tranche A Revolving Credit Loans (ii) SECOND, to reduce the Repayment Date, together with all other outstanding Obligations, on the Repayment Date. Tranche B Revolving Loans and (2iii) The Borrower acknowledges that the Convertible Debentures mature and are payable on June 14, 2020, to the extent that the remaining amount of such debentures have not prior prepayment is greater than the aggregate principal amount of outstanding Loans, to such date been converted into equity provide cash collateral in respect of the Borrower in accordance with Letters of Credit (and thereupon such cash shall be deemed to reduce the terms thereofLetter of Credit Exposure for purposes of this Section 2.11(e)). Not later than March 15, 2020, the Borrower shall deliver a written notice Subject to the Administrative Agent setting out its proposal foregoing provisions, any mandatory prepayment of Loans of any Class pursuant to finance the repayment of its remaining indebtedness under the Convertible Debentures, which Section 2.11(c) or (d) shall include satisfactory evidence of the Borrower’s ability be applied to comply with prepay all financial covenants and other terms and conditions herein both before and after such transaction, and requesting the Lenders’ consent to the repayment ABR Loans of such Convertible Debentures, provided that the Borrower shall not be required to deliver Class before any LIBOR Loans of such notice if the Debenture Threshold Conditions have been satisfied on March 15, 2020. If the Debenture Threshold Conditions have not been so satisfied and the Lenders, in their sole discretion, do not provide their consent to such proposal within 20 days after receiving such notice, the Facilities shall mature and become payable on April 30, 2020. In addition, the Facilities shall mature and become immediately payable on the date that the Borrower becomes obliged to make any principal repayment on account Class are prepaid. (f) Each payment of the Convertible Debentures for any other reason. The date on which the Facilities mature and become payable Borrowings pursuant to this Section 2.6(22.11 (except partial prepayments of ABR Borrowings) is shall be accompanied by accrued interest on the “Early Maturity Date”. (3) The Borrower principal amount paid to but excluding the date of payment. All payments under this Section 2.11 shall pay to the Lenders, within five (5) Business Days of receipt of such Net Proceeds, an amount equal to the Net Proceeds received by any Credit Party from a sale or other Disposition of Assets of a Credit Party, except to the extent such sale or Disposition was permitted pursuant be subject to Section 5.2(d)2.15, but otherwise shall be without premium or penalty. (4) The Borrower shall (unless (i) no Default or Event of Default has occurred and is continuing and (ii) the relevant Credit Party has insurance on a replacement cost basis and the proceeds or an amount not less than the proceeds has been expended or committed to be expended within one hundred and eighty (180) days of receipt of such proceeds by such Credit Party for the repair or replacement of the insured property in respect of which such proceeds were received and the Borrower has provided to the Administrative Agent evidence satisfactory to the Majority Lenders of such expenditure or commitment), within five (5) Business Days following the receipt by a Credit Party of Net Proceeds of insurance, pay, or, to the extent the Collateral Agent for the benefit of the Secured Creditors is a loss payee under any insurance policy, irrevocably direct the Collateral Agent to pay, such Net Proceeds to the Lenders. (5) Together with each prepayment made pursuant to Section 2.6(3) or Section 2.6(4), the Borrower shall pay the applicable Prepayment Premium. (6) Provisions contained in this Section 2.6 for the application of proceeds of certain transactions shall not be deemed to constitute consent of the Lenders to transactions that are not otherwise permitted by the terms hereof or the other Credit Documents.