LOAN AND SECURITY AGREEMENT


                                      among


                GRAND SUMMIT RESORT PROPERTIES, INC., as Borrower


                                       and


             TEXTRON FINANCIAL CORPORATION, as Administrative Agent


                                       and


                      THE LENDERS LISTED HEREIN, as Lenders


                          Dated as of September 1, 1998


<PAGE>


                                TABLE OF CONTENTS
                                                                            Page







1.A      CERTAIN ASTERISKED TERMS............................................  1

1.       INTERPRETATION OF THIS AGREEMENT....................................  2
         1.1      Terms Defined..............................................  2
         1.2      Directly or Indirectly..................................... 69
         1.3      Headings................................................... 69
         1.4      Accounting Principles...................................... 69

2.       ADVANCES AND NOTE................................................... 70
         2.1      Construction Project Advances.............................. 70
         2.2      Inventory Advances......................................... 78
         2.3      Borrowing Mechanics; Advances Generally.................... 83
         2.4      Issuance of Note; Interest Payments........................ 94
         2.5      Collections; Sales Proceeds; Required Payments; Voluntary 
                   Prepayments of the Loan ..................................108
         2.6      Participating Lender.......................................133
         2.7      Commitment Fee.............................................136
         2.8      Right of First Refusal.....................................137

3.       COLLATERAL..........................................................138
         3.1      Security...................................................138
         3.2      Undertakings Regarding Collateral..........................140
         3.3      Financing Statements.......................................142
         3.4      Location of Collateral; Books and Records..................142
         3.5      Insurance of Collateral....................................142
         3.6      Condemnation...............................................147
         3.7      Taxes Affecting Collateral.................................151
         3.8      Discharge of Liens Affecting Collateral....................152
         3.9      Use of the Projects; Voting Rights of GSRP.................154
         3.10     Other Quartershare Covenants...............................156
         3.11     Protection of Collateral; Assessments; Reimbursement.......159
         3.12     Interest on Lender Paid Expenses...........................159
         3.13     Lender Responsibility......................................160
         3.14     Verification of Contracts..................................160
         3.15     Release of Lien on Quartershare Interests and Commercial 
                   Units ....................................................160
         3.16     Nondisturbance Agreements..................................161
         3.17     Filing of Declarations; Incorporation of Associations......163
         3.18     Note Purchase Agreement....................................163
         3.19     LSA I Retainages...........................................164

4.       REPRESENTATIONS AND WARRANTIES AND COVENANTS........................164
         4.1      Subsidiaries and Capital Structure.........................164
         4.2      Corporate Matters..........................................164
         4.3      Business and Property......................................164
         4.4      Financial Statements.......................................165
         4.5      Full Disclosure............................................165
         4.6      Pending Litigation.........................................165
         4.7      Title to Properties; Environmental Status..................165
         4.8      Trademarks; Licenses and Permits...........................166
         4.9      Transaction Is Legal and Authorized........................166
         4.10     No Defaults................................................166
         4.11     Governmental Consent.......................................166
         4.12     Taxes......................................................167
         4.13     Use of Proceeds............................................167
         4.14     Compliance with Law........................................167
         4.15     Restrictions of GSRP.......................................168
         4.16     Brokers' Fees..............................................168
         4.17     Deferred Compensation Plans................................168
         4.18     Labor Relations............................................169
         4.19     Validity of Contracts......................................169
         4.20     Validity of Liens Granted to Lender........................169
         4.21     Quartershare Regimen Reports...............................169
         4.22     Sale of Quartershare Interests.............................169
         4.23     Solvency...................................................170

5.       CONDITIONS PRECEDENT TO CLOSING OF THIS AGREEMENT...................170
         5.1      Opinions of Counsel........................................170
         5.2      Warranties and Representations True as of Closing Date.....170
         5.3      Compliance with this Agreement.............................171
         5.4      Officer's Certificates; Secretary's Certificates;
                    Good-Standing Certificates ..............................171
         5.5      Uniform Commercial Code Financing Statements...............172
         5.6      Subordination of Indebtedness..............................172
         5.7      Expenses...................................................172
         5.8      Notes; TFC Architect.......................................172
         5.9      Inspection.................................................172
         5.10     Loan Disbursement Agreements...............................172
         5.11     Proceedings Satisfactory...................................172

6.       CONSTRUCTION PROJECT ADVANCES CLOSING CONDITIONS....................173
         6.1      First Project Advance......................................173
         6.2      Special Submissions........................................179
         6.3      Requests for Construction Project Advance..................180
         6.4      Final Construction Advance Conditions......................181
         6.5      Defaults; Expenses; Miscellaneous..........................182
         6.6      Disbursements; Disbursement Agent Reports..................183
         6.7      Proceedings Satisfactory...................................183
         6.8      Subcontracts...............................................183
         6.9      Costs and Expenses.........................................183

6A.      REQUESTS FOR INVENTORY ADVANCE FOR CONSTRUCTION PROJECTS............184

6B.      REQUESTS FOR INVENTORY ADVANCE FOR 1997 PROJECTS....................185

7.       COVENANTS...........................................................186
         7.1      Payment of Taxes and Claims................................186
         7.2      Maintenance of Properties; Company Existence; Indebtedness;
                   Liens; Business ..........................................187
         7.3      Payment of Notes and Maintenance of Office.................189
         7.4      Sale of Properties.........................................189
         7.5      Consolidation and Merger...................................190
         7.6      Guaranties.................................................190
         7.7      Distributions..............................................190
         7.8      Compliance with Environmental Laws.........................190
         7.9      Transactions with Affiliates; Principal Properties.........192
         7.10     Use of the Lender Name.....................................192
         7.11     Subordinated Obligations...................................192
         7.12     Notice of Legal Proceedings................................192
         7.13     Further Assurances.........................................193
         7.14     Financial Statements.......................................193
         7.15     Officers' Certificate......................................195
         7.16     Inspection.................................................196

8.       EVENTS OF DEFAULT...................................................196
         8.1      Default....................................................196
         8.2      Default Remedies...........................................198

9.       REVIVAL OF OBLIGATIONS AND LIENS....................................215

10.      THE ADMINISTRATIVE AGENT............................................215
         10.1     Appointment................................................215
         10.2     Powers; General Immunity...................................215
         10.3     Representations and Warranties; No Responsibility For
                    Appraisal of Creditworthiness ...........................217
         10.4     Right to Indemnity.........................................218
         10.5     Successor the Administrative Agent.........................218
         10.6     Collateral Documents.......................................219
         10.7     Designation of Additional Administrative Agent.............219
         10.8     Payments...................................................219
         10.9     Agent's Fee................................................220
         10.10    Project Required Lenders...................................220
         10.11    Cash Collateral Account....................................221

11.      MISCELLANEOUS.......................................................221
         11.1     Governing Law..............................................221
         11.2     Expenses and Closing Fees..................................222
         11.3     Parties, Successors and Assigns............................223
         11.4     Notices....................................................223
         11.5     Total Agreement............................................224
         11.6     Survival...................................................224
         11.7     Set-Off....................................................225
         11.8     Ratable Sharing............................................225
         11.9     Litigation.................................................226
         11.10    Power of Attorney..........................................227
         11.11    Survival of Indemnities....................................227
         11.12    Conflicting Obligations; Rights and Remedies...............227
         11.13    Independent Nature of Lenders' Rights......................228
         11.14    Severability...............................................228
         11.15    Duplicate Originals, Execution in Counterpart..............228
         11.16    Consent....................................................228
         11.17    Subordination of Note Purchase Agreement...................228


Schedule 1        List of certain Costs and Expenses for Approval of Lenders
Schedule 2-A      Description of Canyons Project
Schedule 2-B      Description of Steamboat Project
Schedule 2-C      Description of *Sugarbush Project
Schedule 2-D      Description of *Sugarloaf Project
Schedule 2-E      Description of Jordan Bowl Project
Schedule 2-F      Description of Attitash Project
Schedule 2-G      Description of Killington Project
Schedule 2-H      Description of Mt. Snow Project
Schedule 3        Schedule of Minimum Release Prices/Pay-Out Release Prices
Schedule 4        Permitted Exceptions
Schedule 5        Intentionally Omitted
Schedule 6        Textron Financial Corporation Purchase Facility
Schedule 7        Payment Instructions
Schedule 8        Property-Related Contracts
Schedule 9        Names of Affiliates and Nature of Affiliation
Schedule 10       General Business Description
Schedule 11       Financial Statements of GSRP and Host Companies
Schedule 12       Litigation
Schedule 13       Permitted Leases
Schedule 14       Hazardous Substances
Schedule 15       Licenses, Permits etc not obtained
Schedule 16       Intentionally Omitted
Schedule 17       Deferred Compensation Plans
Schedule 18       List of Fees
Schedule 19       Addresses for Notices and Demands

Exhibit A         Escrow Account Acknowledgement
Exhibit B-1       Form of Steamboat Blanket Mortgage
Exhibit B-2       Form of Canyons Blanket Mortgage
Exhibit B-3       Form of *Sugarbush Blanket Mortgage
Exhibit B-4       Form of *Sugarloaf Blanket Mortgage
Exhibit B-5       Form of Jordan Bowl Blanket Mortgage
Exhibit B-6       Form of Attitash Blanket Mortgage Amendment
Exhibit B-7       Form of Killington Blanket Mortgage Amendment
Exhibit B-8       Form of Mt. Snow Blanket Mortgage Amendment
Exhibit C         Form of Loan Disbursement Agreement
Exhibit D-1       Form of Validation Certificate for Validated Contracts
Exhibit D-2       Form of Validation Certificate for Validated Reservation 
                    Contracts
Exhibit E-1       Form of Steamboat Project Advance Note
Exhibit E-2       Form of Canyons Project Advance Note
Exhibit E-3       Form of *Sugarbush Project Advance Note
Exhibit E-4       Form of *Sugarloaf Project Advance Note
Exhibit E-5       Form of Steamboat Inventory Advance Note
Exhibit E-6       Form of Canyons Inventory Advance Note
Exhibit E-7       Form of *Sugarbush Inventory Advance Note
Exhibit E-8       Form of *Sugarloaf Inventory Advance Note
Exhibit E-9       Form of Jordan Bowl Inventory Advance Note
Exhibit E-10      Form of Attitash Inventory Advance Note
Exhibit E-11      Form of Killington Inventory Advance Note
Exhibit E-12      Form of Mt. Snow Inventory Advance Note
Exhibit F         Form of Proxy
Exhibit G         Form of Request of Release
Exhibit H         Form of Partial Release of Mortgage
                  (Colorado, Utah, Vermont, New Hampshire and Maine)
Exhibit I         Form of Partial Release of Security Interest
                  (Colorado, Utah, Vermont, New Hampshire and Maine)
Exhibit J         Form of Instrument of Subordination
Exhibit K-1       Form of Steamboat Assignment of Declarant's Rights
Exhibit K-2       Form of Canyons Assignment of Declarant's Rights
Exhibit K-3       Form of *Sugarbush Assignment of Declarant's Rights
Exhibit K-4       Form of *Sugarloaf Assignment of Declarant's Rights
Exhibit K-5       Form of Jordan Bowl Assignment of Declarant's Rights
Exhibit K-6       Form of Killington Assignment of Declarant's Rights
Exhibit K-7       Form of Mt. Snow Assignment of Declarant's Rights
Exhibit L-1       Form of Opinion of GSRP's Counsel
Exhibit L-2       Form of Opinion of GSRP's Counsel
Exhibit L-3       Form of Opinion of GSRP's Maine Counsel
Exhibit L-4       Form of Opinion of GSRP's Vermont Counsel
Exhibit L-5       Form of Opinion of GSRP's Colorado Counsel
Exhibit L-6       Form of Opinion of GSRP's Utah Counsel
Exhibit M         Form of Officer's Certificate
Exhibit N         Form of Secretary's Certificate of GSRP
Exhibit O         Form of Secretary's Certificate of Parent/Host Company
Exhibit P         Form of Subordination Agreement
Exhibit Q-1       Form of Steamboat Assignment of Property-Related Contracts
Exhibit Q-2       Form of Canyons Assignment of Property-Related Contracts
Exhibit Q-3       Form of *Sugarbush Assignment of Property-Related Contracts
Exhibit Q-4       Form of *Sugarloaf Assignment of Property-Related Contracts
Exhibit Q-5       Form of Jordan Bowl Assignment of Property-Related Contracts
Exhibit Q-6       Form of Attitash Assignment of Property-Related Contracts
Exhibit Q-7       Form of Killington Assignment of Property-Related Contracts
Exhibit Q-8       Form of Mt. Snow Assignment of Property-Related Contracts
Exhibit R-1       Form of Steamboat Assignment of Rents
Exhibit R-2       Form of Canyons Assignment of Rents
Exhibit R-3       Form of *Sugarbush Assignment of Rents
Exhibit R-4       Form of *Sugarloaf Assignment of Rents
Exhibit S         Form of Assignment of Architect's Contract
Exhibit T         Form of Assignment of Construction Contract
Exhibit U-1       Form of Request for Construction Project Advance
Exhibit U-2       Form of Request for Inventory Advance
Exhibit V         Form of Assignment of Contracts


<PAGE>






                           LOAN AND SECURITY AGREEMENT

         THIS LOAN AND SECURITY  AGREEMENT  (as amended from time to time,  this
"Agreement"),  made and executed as of the 1st day of  September,  1998,  by and
among GRAND  SUMMIT  RESORT  PROPERTIES,  INC., a Maine  corporation,  as debtor
(herein referred to as "GSRP"), the lenders listed on the signature pages hereof
(each  individually  referred  to herein as a "Lender"  and,  collectively,  the
"Lenders") and TEXTRON FINANCIAL CORPORATION,  a Delaware corporation,  as agent
for the  Lenders (in such  capacity  herein  referred to as the  "Administrative
Agent").

                                    RECITALS

          A. GSRP desires that the Lenders extend  certain credit  facilities to
GSRP in  respect  of one or more of the  Projects  (as such term is  hereinafter
defined) for the purposes hereinafter stated;

         B. The Lenders are agreeable,  on the terms and conditions  hereinafter
stated, to extend such facilities in respect of such Project or Projects;

         C. GSRP is agreeable to

                    (i)   granting  a  lien  and   security   interest   to  the
                    Administrative Agent on behalf of the Lenders in, or

                    (ii) otherwise  conveying,  encumbering and/or mortgaging to
                    the Administrative Agent on behalf of the Lenders all of,

         the Collateral (as such term is hereinafter defined) in order to secure
         its  obligations  hereunder and under the other Security  Documents (as
         such term is hereinafter defined);

         NOW,  THEREFORE,  in  consideration of the premises and the agreements,
provisions  and  covenants   herein   contained,   GSRP,  the  Lenders  and  the
Administrative Agent agree as follows:



<PAGE>





1.1. TERMS DEFINED 

1.A      CERTAIN ASTERISKED TERMS.

         GSRP and the Lenders agree that any term in this Agreement or in any of
the other Security  Documents (as defined below) that is marked with an asterisk
(*) shall be deemed for all purposes of this  Agreement  and the other  Security
Documents  not to be  included  herein or therein  and, in  connection  with any
construction of this Agreement or the other Security Documents,  such asterisked
terms shall be fully  disregarded.  If any such asterisked terms form components
of other defined terms or are,  directly or indirectly,  included or referred to
in any  provision  of  this  Agreement  or any  other  Security  Document,  such
asterisked terms shall be fully excluded, as such components,  from such defined
terms and their  inclusion  or reference  in any such  provision  shall be fully
disregarded,  including,  without limitation,  disregarding any condition herein
that  requires the delivery of a document or opinion or the taking of any action
in  respect  of an  asterisked  term.  To the extent  that any  defined  term or
provision in this Agreement or the other Security Documents requires grammatical
correction in order to conform to the proper rules of English  grammar by virtue
of the disregarding of any asterisked term, such correction or corrections shall
be deemed to have been effected  without  further  action being  required on the
part of GSRP or any Lender (such actions being considered by GSRP and the Lender
as being  ministerial in nature).  The Lenders and GSRP have agreed to allow the
asterisked  terms to remain in this Agreement and the other  Security  Documents
solely as a convenience  to them in case the Lenders (or other lenders) and GSRP
may, in writing,  agree in the future to provide and accept, as the case may be,
additional  financing with respect to such  asterisked  terms.  Unless and until
such event  occurs  and a separate  writing  is  entered  into among  GSRP,  the
Administrative  Agent  and the  Lenders  in  accordance  with the  terms  hereof
deleting the effectiveness of this Section 1.A, this Section 1.A shall remain in
full force and effect. For the avoidance of doubt, certain  determinations as to
dates,  amounts  or other  numerical  determinations  herein in  respect  of the
asterisked terms have been bracketed to indicate that such  determinations  must
be finalized in  connection  with any  amendment  hereto  pursuant to which such
asterisked terms are brought into and made a part of this Agreement.

1.       INTERPRETATION OF THIS AGREEMENT

         1.1      Terms Defined.

         As used in this Agreement, the following terms shall have the following
respective  meanings  set forth  below or set forth in the  Section  referred to
following such term:

                  Administrative Agent -- has the meaning set forth in the first
         paragraph  of this  Agreement.  To the extent  that  Textron  Financial
         Corporation shall act as a collateral  trustee under a collateral trust
         indenture for purposes of certain Security  Documents in respect of the
         Jordan  Bowl  Project,   Textron  Financial   Corporation's  status  as
         collateral trustee thereunder shall be construed as being a part of its
         role as "Administrative Agent" hereunder.

                  Advance  -- means  any one or more of the  Interest  Advances,
         Inventory  Advances or Construction  Project Advances,  as the case may
         be.

                  Advance Date -- means, with respect to any Inventory  Advance,
         the Inventory  Advance Date related to such Inventory Advance and, with
         respect to any Construction  Project Advance,  the Construction Project
         Advance Date related to such Construction Project Advance.

                  Affiliate -- means any Person

                              (a) which  directly or  indirectly  through one or
                    more  intermediaries  controls,  or is controlled  by, or is
                    under common control with, GSRP;

                              (b) which beneficially owns or holds 5% or more of
                    any class of the Voting Equity of GSRP; or

                              (c) 5% or more of the  Voting  Equity  of which is
                    beneficially owned or held by GSRP.

         The term "control" means the possession, directly or indirectly, of the
         power to direct or cause the direction of the  management  and policies
         of a Person,  whether  through the  ownership of Voting  Equity,  other
         voting Securities, by contract or otherwise.

                  Aggregate Construction Project Borrowing Base -- means, on any
         date,  the  result  of (a)  $145,000,000,  minus (b) the sum of (i) the
         aggregate outstanding principal balance of all Inventory Advances as of
         such date and (ii) the aggregate  outstanding  principal balance of all
         Interest Advances as of such date.

                   Agreement  or this  Agreement  -- as defined in the preamble
          hereto.

                  Applicable  States -- means (i)  Colorado,  Maine,  Utah,  New
         Hampshire  and  Vermont,  and (ii) any other  state in which GSRP is or
         becomes  qualified  to  sell  Quartershare  Interests,   provided  that
         acceptable  proof  of such  qualification  has  been  delivered  to the
         Administrative Agent.

                  Approved Escrow Account -- means,

                           (a) in the  case  of the  Steamboat  Project  and any
                  Contract or Reservation  Contract related thereto, the account
                  maintained by the Steamboat Escrow Agent,

                           (b) in the  case of the  *Sugarloaf  Project  and any
                  Contract  related  thereto,  the  account  maintained  by  the
                  Sugarloaf Escrow Agent,

                           (c) in  the  case  of the  Canyons  Project  and  any
                  Contract  related  thereto,  the  account  maintained  by  the
                  Canyons Escrow Agent,

                           (d) in the  case of the  *Sugarbush  Project  and any
                  Contract  related  thereto,  the  account  maintained  by  the
                  *Sugarbush Escrow Agent,

                           (e) in the case of the Jordan  Bowl  Project  and any
                  Contract related thereto, the account maintained by the Jordan
                  Bowl Escrow Agent,

                           (f) in the  case  of the  Attitash  Project  and  any
                  Contract  related  thereto,  the  account  maintained  by  the
                  Attitash Escrow Agent,

                           (g) in the  case of the  Killington  Project  and any
                  Contract  related  thereto,  the  account  maintained  by  the
                  Killington Escrow Agent, and

                              (d) in the case of the Mt.  Snow  Project  and any
                    Contract related thereto,  the account maintained by the Mt.
                    Snow Escrow Agent, Vermont,

         provided  that, in each case,  GSRP and the  applicable  escrowee shall
         have  acknowledged  and  agreed  in  writing  (which  writing  shall be
         substantially  in  the  form  of  Exhibit  A  hereto)  that,  upon  the
         consummation of the sale of any  Quartershare  Interest  subject to any
         such Contract (in accordance with the terms of such Contract), all cash
         on  deposit  in  such  escrow  account  will be  paid  directly  to the
         Administrative Agent (less any customary and normal costs of closing of
         such  Contract  not  previously  deducted  from other cash  proceeds in
         respect of such sale).

                  Architect  -- means,  as the context may  require,  any one or
         more of the following: the *Sugarloaf Architect, the Canyons Architect,
         the Steamboat Architect and/or the *Sugarbush Architect.

                  Architect's  Construction  Cost  Certificate  --  means,  with
         respect  to  the  construction  at any  Construction  Project  and  any
         Construction  Cost  Certificate   issued   hereunder,   a  certificate,
         addressed  to the  Administrative  Agent  and  in  form  and  substance
         satisfactory to the  Administrative  Agent, from the Architect for such
         Construction Project and the TFC Architect which

                           (a)  confirms  that  such   Architect  and  such  TFC
                  Architect have inspected the construction at such Construction
                  Project and reviewed such  Construction  Cost  Certificate and
                  the attachments thereto,

                           (b) confirms that such  Construction Cost Certificate
                  and the attachments thereto are satisfactory to them,

                           (c) certifies that the  construction  of the building
                  and the other  improvements at such Construction  Project have
                  been made in accordance  with the Plans for such  Construction
                  Project and in compliance with all applicable laws,

                           (d) confirms that the unexpended construction portion
                  of the Budget for such  Construction  Project is  adequate  to
                  complete the construction at such Construction Project,

                           (e) confirms that the aggregate  principal  amount of
                  the  Construction  Project  Advances then  outstanding used to
                  finance  Construction  Costs for such Construction  Project is
                  not more than 100% of aggregate cost of the construction  work
                  then  in  place  for  such   Construction   Project  plus  the
                  pre-development  expenses  and land  values  (net of  mortgage
                  debt) of such  Construction  Project  set forth on  Schedule 1
                  hereto  minus the cash  portion  of the  Funding  Date  Equity
                  Contribution applicable thereto,

                           (f) confirms that the completion of the  construction
                  of  the   building   and  the  other   improvements   at  such
                  Construction Project in connection therewith can reasonably be
                  expected  to occur on or before the  Completion  Date for such
                  Construction Project, and

                           (g) states in detail any  modifications or changes to
                  the  Budget  for such  Construction  Project or such Plans not
                  previously disclosed in a prior Architect's  Construction Cost
                  Certificate for such Construction Project.

                  Architect's Final Construction Cost Certificate -- means, with
         respect  to the  completion  of the  construction  at any  Construction
         Project and the Final Construction Cost Certificate issued hereunder in
         respect thereof, a certificate,  addressed to the Administrative  Agent
         and in form and substance  satisfactory  to the  Administrative  Agent,
         from the Architect for such Construction  Project and the TFC Architect
         which

                           (a)  confirms  that  such   Architect  and  such  TFC
                  Architect have inspected the construction at such Construction
                  Project and reviewed such Final  Construction Cost Certificate
                  and the attachments thereto,

                           (b)  confirms  that  such  Final   Construction  Cost
                  Certificate  and the attachments  thereto are  satisfactory to
                  them,

                           (c) certifies that the  construction  of the building
                  and the other  improvements  at such  Construction  Project in
                  connection  therewith  has been in  accordance  with Plans for
                  such   Construction   Project,   is  in  compliance  with  all
                  applicable  laws and is complete as provided  for in the Plans
                  for such Construction Project, and

                           (d) has as an attachment a Certificate of Substantial
                  Completion  (AIA Document G704) executed by such Architect and
                  the  General  Contractor  with  respect  to such  Construction
                  Project;  the Final Architect's  Construction Cost Certificate
                  shall certify that the list of items to be completed set forth
                  on such Certificate of Substantial  Completion by such General
                  Contractor  shall have been  completed in accordance  with the
                  Plans for such Construction Project.

                  ASC  Indenture  -- means that certain  Indenture,  dated as of
         June 28, 1996, with ASC East, Inc., as issuer,  and United States Trust
         Company of New York, as trustee,  in respect of the Series A and Series
         B 12% Senior Subordinated Notes due 2006.

                  Assignment of  Architect's  Contract -- means,  as the context
         may require, any one or more of the following: the Steamboat Assignment
         of Architect's Contract, the Canyon Assignment of Architect's Contract,
         the *Sugarbush Assignment of Architect's Contract and/or the *Sugarloaf
         Assignment of Architect's Contract.

                  Assignment of  Construction  Contract -- means, as the context
         may require, any one or more of the following: the Steamboat Assignment
         of  Construction   Contract,  the  Canyon  Assignment  of  Construction
         Contract, the *Sugarbush Assignment of Construction Contract and/or the
         *Sugarloaf Assignment of Construction Contract.

                  Assignment of Declarant's  Rights -- means, as the context may
         require, any one or more of the following:  the Steamboat Assignment of
         Declarant's  Rights,  the Canyon Assignment of Declarant's  Rights, the
         *Sugarbush  Assignment of Declarant's Rights, the *Sugarloaf Assignment
         of  Declarant's  Rights,  the Jordan  Bowl  Assignment  of  Declarant's
         Rights, the Attitash  Assignment of Declarant's  Rights, the Killington
         Assignment  of  Declarant's  Rights  and/or the Mt. Snow  Assignment of
         Declarant's Rights.

                  Assignment  of  Property-Related  Contracts  -- means,  as the
         context may require,  any one or more of the  following:  the Steamboat
         Assignment  of  Property-Related  Contracts,  the Canyon  Assignment of
         Property-Related    Contracts,    the    *Sugarbush    Assignment    of
         Property-Related    Contracts,    the    *Sugarloaf    Assignment    of
         Property-Related    Contracts,    the   Jordan   Bowl   Assignment   of
         Property-Related Contracts, the Attitash Assignment of Property-Related
         Contracts,  the  Killington  Assignment of  Property-Related  Contracts
         and/or the Mt. Snow Assignment of Property-Related Contracts.

                  Assignment of Rents -- means, as the context may require,  any
         one or more of the following:  the Steamboat  Assignment of Rents,  the
         Canyons  Assignment of Rents,  the *Sugarbush  Assignment of Rents, the
         *Sugarloaf  Assignment of Rents,  the Jordan Bowl  Assignment of Rents,
         the Attitash  Assignment of Rents,  the Killington  Assignment of Rents
         and/or the Mt. Snow Assignment of Rents.

                    Association(s) -- means, as the context may require, any one
          or more of the following:  the Steamboat  Association,  the *Sugarloaf
          Association,  the Canyons Association, the *Sugarbush Association, the
          Jordan Bowl  Association,  the Attitash  Association,  the  Killington
          Association and/or the Mt. Snow Association.

                  Attitash Assignment of Contracts -- means an assignment of the
         Contracts  arising  in  respect  of the sale of  Attitash  Quartershare
         Interests  substantially  in the form of  Exhibit  V  attached  to this
         Agreement.

                  Attitash   Assignment  of  Declarant's  Rights  --  means  the
         assignment in respect of GSRP's  declarant's  rights under the Attitash
         Declaration dated as of August 21, 1997, as amended from time to time.

                  Attitash Assignment of Property-Related Contracts -- means the
         assignment in respect of Property-Related  Contracts connected with the
         Attitash  Project  substantially  in the  form of  Exhibit  Q-6 to this
         Agreement, as amended from time to time.

                  Attitash  Assignment of Rents -- means the Assignment of Lease
         and Rents in respect  of the  Attitash  Project  dated as of August 21,
         1997, as amended from time to time.

                  Attitash   Association   --  means  the  Grand   Summit  Hotel
         Condominium  Unit Owners'  Association,  Inc., a voluntary  corporation
         established  under  the  laws  of  New  Hampshire,   or  any  successor
         association thereto as provided in the Attitash Declaration.

                  Attitash Blanket Mortgage -- means the Mortgage, Assignment of
         Rents,  Security  Agreement and  Financing  Statement  encumbering  the
         Attitash  Project  dated as of August 21, 1997, as amended from time to
         time.

                  Attitash  By-Laws  -- means  those  certain  By-Laws  of Grand
         Summit Hotel and Crown Club at Attitash Bear Peak, a Condominium, which
         is  recorded  in Book  1692 at Page  1008 of the  Register  of  Carroll
         County, New Hampshire,  as amended from time to time in accordance with
         the provisions hereof.

                  Attitash  Commitment  Period --  means,  with  respect  to the
         Attitash  Project  and the  Attitash  Inventory  Advance  to be made in
         respect thereof,  the period  commencing on the Closing Date and ending
         on the Attitash Termination Date.

                  Attitash  Common  Areas -- means those  areas at the  Attitash
         Project  that have been  designated  in  accordance  with the  Attitash
         Declaration,  on the Attitash Resort Map or by the Attitash Association
         as "Common Areas," as used and defined in the Attitash Declaration, for
         the  primary or  exclusive  use of the owners of  Attitash  Residential
         Units, Attitash Quartershare Interests and Attitash Commercial Units.

                    Attitash  Commercial Unit -- means a commercial  condominium
          unit at the Attitash Project.

                  Attitash  Declaration -- means that certain Grand Summit Hotel
         and Crown Club at Attitash  Declaration  of  Condominium  and  Interval
         Ownership  Interests by GSRP, as  declarant,  which is recorded in Book
         1692 at Page 989 of the Register of Carroll County,  New Hampshire,  as
         amended from time to time in accordance with the provisions hereof.

                  Attitash  Easements -- means that certain Amended and Restated
         Declaration of Easements by and between L.B.O.  Holding,  Inc., a Maine
         corporation,  and GSRP,  which is  recorded in Book 1674 at Page 471 of
         the Register of Carroll County, New Hampshire,  as amended from time to
         time in accordance with the provisions hereof.

                  Attitash Escrow Agent -- means Berlin City Bank of Berlin, New
         Hampshire,  or such  escrowee  duly  authorized  to act as  such  under
         applicable New Hampshire law.

                    Attitash  Inventory  Advance -- as  defined  in Section  2.2
          hereof.

                  Attitash Inventory Advance Commitment-- means, with respect to
         each Attitash Inventory Advance Lender, the amount set forth underneath
         its signature hereto with respect to the Attitash  Inventory  Advances,
         provided that the amount of such  Commitment  shall be adjusted to give
         effect to any assumptions of such  Commitments  permitted under Section
         2.3(a)(i)  hereof and any  assignments of Commitments  permitted  under
         Section 2.6(b) hereof.

                  Attitash  Inventory  Advance  Lenders  --  means  the  Lenders
         identified  on the  signature  pages  hereto that have made an Attitash
         Inventory  Advance  Commitment  (subject  to the terms  and  conditions
         hereof) to lend the amounts set forth under their respective  signature
         blocks in respect of the  Attitash  Inventory  Advance,  together  with
         their  successors and permitted  assigns  pursuant to Section 2.6(b) of
         this Agreement.

                    Attitash  Inventory  Advance  Maturity  Date  --  means  the
          January 2, 2001.

                    Attitash  Inventory  Advance  Note -- as  defined in Section
          2.4(a) of this Agreement.

                  Attitash  Inventory  Required Lenders -- means any one or more
         of the Attitash Inventory Advance Lenders having or holding 51% or more
         of the Attitash Loan Exposure.

                  Attitash  Limited  Common  Areas -- means  those  areas at the
         Attitash  Project  that have been  designated  in  accordance  with the
         Attitash  Declaration,  on the  Attitash  Resort Map or by the Attitash
         Association  as  "Limited  Common  Areas,"  as used and  defined in the
         Attitash  Declaration,  for the primary or exclusive  use of certain of
         the  owners  of  Attitash  Residential  Units,   Attitash  Quartershare
         Interests and Attitash Commercial Units, as the case may be.

                  Attitash Loan -- means,  at any time, the aggregate  principal
         balance of the Attitash Inventory Advance outstanding at such time.

                  Attitash Loan Exposure -- means,  with respect to any Attitash
         Inventory Advance Lender, as of any date of determination, (a) prior to
         the  termination of the Attitash  Commitment  Period,  the total of the
         Attitash  Inventory  Advance  Commitments  of  the  Attitash  Inventory
         Advance   Lenders  and  (b)  after  the  termination  of  the  Attitash
         Commitment  Period,  the  aggregate  principal  amount of the  Attitash
         Inventory Advance outstanding on such date.

                  Attitash Notes  -- means the Attitash Inventory Advance Notes.

                  Attitash Obligations -- means all sums now or hereafter loaned
         or advanced by any one or more the Attitash  Inventory  Advance Lenders
         and/or the  Administrative  Agent to, or  otherwise  incurred  by, GSRP
         under this Agreement in respect of the Attitash  Project,  the Attitash
         Notes and/or any of the other Attitash Security  Documents  (including,
         without  limitation,  accrued  and  unpaid  interest  in respect of the
         Attitash  Notes and Loan Costs  attributable  to the  Attitash  Project
         and/or  the  Attitash  Security  Documents),  and the full,  prompt and
         complete  performance of all  obligations  owed by, or  undertakings or
         indemnities  of,  GSRP in respect of the  Attitash  Project  and/or the
         Attitash Security Documents arising hereunder or thereunder.

                    Attitash  Required  Lenders -- means the Attitash  Inventory
          Required Lenders.

                  Attitash Termination Date -- means the earliest of

                           (a)  the  date  on  which  the  Lenders'  obligations
                  hereunder to make Advances are terminated  pursuant to Section
                  8.2(a) of this Agreement,

                           (b) the date on which the Obligations are accelerated
                  pursuant to Section 8.2(a) of this Agreement,

                           (c) the date on which any of the  Events  of  Default
                  set forth in Section 8.1(e) shall have occurred, and

                              (d)  the  day  on  which  the  Attitash  Inventory
                    Advance is made hereunder.

         If the first  Construction  Project  Advance in respect of the Attitash
         Project  shall not have been made prior to December 15, 1998,  then the
         Attitash Termination Date shall be deemed to be December 15, 1998.

                  Attitash   Project  --  means  that  certain  resort  property
         commonly  known as The Grand  Summit  Hotel and Crown Club at Attitash,
         situated  on certain  land  located in  Bartlett,  New  Hampshire,  and
         particularly  described on Schedule 2-F attached hereto and made a part
         hereof, and including all improvements now or hereafter located on said
         land,  and  all  facilities,   roadways,   common   furnishings,   club
         furnishings, equipment and all other appurtenances thereunto belonging.
         Attitash  Project shall  include the Attitash  Residential  Units,  the
         Attitash  Quartershare  Interests,  the  Attitash  Common  Area and the
         Attitash Limited Common Areas in respect of said land.

                  Attitash Project Documents -- means the Attitash  Declaration,
         the  Articles  of  Incorporation   and  the  By-Laws  of  the  Attitash
         Association, and the rules and regulations of the Attitash Association.

                  Attitash     Quartershare     Interest     --    means     the
         "Quarter-Interest,"   as   described   and  defined  in  the   Attitash
         Declaration and the Attitash  By-Laws,  with the owner of such interest
         being  entitled  to the  exclusive  right  to the  possession,  use and
         occupancy of an Attitash Residential Unit during thirteen (13) calendar
         weeks of each  calendar  year,  as more  particularly  provided  in the
         Attitash Declaration.

                    Attitash Residential Unit -- means a residential condominium
          unit at the Attitash Project.

                  Attitash Resort Map -- means that (a) certain Condominium Plan
         Grand Summit  Hotel at Attitash  prepared by  Thaddeus-Thorne  Surveys,
         Inc.,  dated September 18, 1996, parts I and II recorded in the Carroll
         County  Registry of Deeds at Plan Book 157, Pages 56 and 57, as revised
         by revisions  dated January 21, 1997 and March 25, 1997 and recorded on
         April 10, 1997 at Plan Book 159 Pages 77 and 78 and (b) that certain As
         Built Site Plan prepared by Thaddeus-Thorne  Surveys, Inc. and As Built
         Floor Plans prepared by JSA,  Inc., all dated March 27, 1997,  recorded
         March 28, 1997 at Plan Book 159, Pages 53 through 65.

                    Beneficial  Improvements  Agreements  --  means  each of the
          following:

                           (a) with  respect to the Jordan  Bowl  Project,  that
                  certain Beneficial  Improvements Agreement dated September 24,
                  1997,  between  GSRP and Sunday River  Skiway  Corporation,  a
                  Maine  corporation (the "Jordan Bowl Host Company"),  relating
                  to certain  infrastructure  items  located at the Jordan  Bowl
                  Project;

                           (b) with  respect  to the  Killington  Project,  that
                  certain Beneficial  Improvements Agreement dated September 24,
                  1997, between GSRP and Killington, Ltd., a Vermont corporation
                  (the   "Killington   Host   Company"),   relating  to  certain
                  infrastructure items located at the Killington Project; and

                           (c)  with  respect  to the  Mt.  Snow  Project,  that
                  certain Beneficial  Improvements Agreement dated September 24,
                  1997, between GSRP and Mount Snow, Ltd., a Vermont corporation
                  (the  "Mt.   Snow  Host   Company"),   relating   to   certain
                  infrastructure items located at the Mt. Snow Project.

          There is no Host Company Lease Agreement or a Beneficial  Improvements
          Agreements for the Attitash Project.

                  Blanket Mortgage(s) -- means, as the context may require,  any
         one or more of the  following:  the  Steamboat  Blanket  Mortgage,  the
         Canyons  Blanket  Mortgage,   the  *Sugarbush  Blanket  Mortgage,   the
         *Sugarloaf  Blanket  Mortgage,  the Jordan Bowl Blanket  Mortgage,  the
         Attitash Blanket Mortgage,  the Killington  Blanket Mortgage and/or the
         Mt. Snow Blanket Mortgage.

                  Books and Records -- means all books, records, computer tapes,
         disks, software and micro-fiche records of GSRP.

                  Budget -- means, with respect to any Construction Project, the
         budget  submitted  to  the   Administrative   Agent  by  GSRP  for  the
         acquisition costs or value, development, construction and furnishing of
         such  Construction  Project  in  accordance  with  the  Plans  for such
         Construction  Project and the marketing and selling of the Quartershare
         Interests for such Construction  Project,  which budget shall have been
         accepted  by the  Administrative  Agent,  as amended  from time to time
         (each such amendment to have been accepted by the Administrative  Agent
         in writing).  Such budget shall include,  among other things, all costs
         of materials, fixtures, furnishings,  personal Property and labor to be
         incurred in the construction  and furnishing of the Residential  Units,
         the Common Elements and any limited common  elements,  in each case for
         such Construction  Project,  and the provision of all utilities to such
         Construction Project. The Budget for such Construction Project (and any
         amendment thereto) shall, among other things, consist of

                           (a) a description of work, such work being classified
                  and shown on a line item basis reasonably  satisfactory to the
                  Administrative  Agent for the building and other  improvements
                  to be built at such Construction  Project, such classification
                  to include:  "construction line items" for sitework,  concrete
                  work, masonry work, rough carpentry work, finish carpentry and
                  cabinet work,  architectural  carpentry  work,  waterproofing,
                  insulation,  fireproofing, drywall, ceiling work, flooring and
                  base work,  painting and finishing  work,  wall covering work,
                  windows,  ceramic tile work,  bathroom  fixtures and hardware,
                  kitchen fixtures and hardware,  HVAC, plumbing work, sprinkler
                  work and electrical work;  "furniture,  fixtures and equipment
                  line items";  "marketing  costs line  items;"  "sale cost line
                  items;"  "commissions  payable line items";  and "professional
                  fee  line  items"   (including   architectural,   engineering,
                  accounting and legal services),

                           (b) an allocation to each construction line item of a
                  scheduled  portion  of the  fixed  construction  price  in the
                  Construction Contract for such Construction Project, and

                           (c) a completion  timeline for each construction line
                  item  indicating when such item is anticipated to be 25%, 50%,
                  75% and 100% completed.

                  Business Day -- means a day other than a Saturday or Sunday or
         a day on which banks in the State of Maine,  the State of Rhode  Island
         or the State of  Connecticut  are required or  authorized  by law to be
         closed  (other than for a general  banking  moratorium or holiday for a
         period exceeding 4 consecutive days).

                  By-Laws -- means  individually or collectively (as the context
         may require), the by-laws of the Associations,  as amended from time to
         time.

                  Canyons  Architect -- means a duly  licensed  architect  under
         Utah law approved by the Administrative Agent.

                  Canyons  Assignment  of  Architect's  Contract  --  means  the
         assignment  of GSRP's  rights under that certain  architect's  contract
         with  the  Canyons   Architect  in  respect  of  the  Canyons   Project
         substantially  in the form of Exhibit S to this  Agreement,  as amended
         from time to time.

                  Canyons  Assignment of Contracts -- means an assignment of the
         Contracts  arising  in  respect  of the  sale of  Canyons  Quartershare
         Interests  substantially  in the form of  Exhibit  V  attached  to this
         Agreement.

                  Canyons  Assignment  of  Construction  Contract  -- means  the
         assignment  of GSRP's  rights under the Canyons  Construction  Contract
         substantially  in the form of Exhibit T to this  Agreement,  as amended
         from time to time.

                  Canyons   Assignment  of  Declarant's   Rights  --  means  the
         assignment  in respect of GSRP's  declarant's  rights under the Canyons
         Declaration substantially in the form of Exhibit K-2 to this Agreement,
         as amended from time to time.

                  Canyons Assignment of Property-Related  Contracts -- means the
         assignment in respect of Property-Related  Contracts connected with the
         Canyons  Project  substantially  in the  form  of  Exhibit  Q-2 to this
         Agreement, as amended from time to time.

                  Canyons  Assignment of Rents -- means the  Assignment of Lease
         and Rents in respect of the Canyons Project  substantially  in the Form
         of Exhibit R-2 to the Agreement, as amended from time to time.

                  Canyons  Association -- means Grand Summit Resort Hotel Owners
         Association,  The Canyons, Utah, a Utah non-profit corporation,  or any
         successor association thereto as provided in the Canyons Declaration.

                  Canyons   Blanket   Mortgage  --  means  the  Deed  of  Trust,
         Assignment  of  Rents,   Security  Agreement  and  Financing  Statement
         encumbering  the Canyons Project  substantially  in the form of Exhibit
         B-2 to this Agreement, as amended from time to time.

                  Canyons  CCR's  --  means  (a)  that  certain  Declaration  of
         Protective Covenants by GSRP, as declarant,  which is to be recorded in
         Summit  County,   Utah,  and  which  shall  be   satisfactory   to  the
         Administrative Agent in its discretion, as amended from time to time in
         accordance with the provisions hereof and (b) that certain  Declaration
         of Easements by and among GSRP, ASC Utah, Inc., a Maine corporation and
         Wolf  Mountain  Resorts,  L.L.C.,  which  is  to  be  recorded  in  the
         applicable  land  records of Summit  County,  Utah,  and which shall be
         satisfactory in form and substance to the  Administrative  Agent in its
         discretion,  as  amended  from  time  to time in  accordance  with  the
         provisions hereof.

                  Canyons  Commercial Common Areas and Facilities -- means those
         areas at the Canyons  Project that have been  designated  in accordance
         with the  Canyons  Declaration,  on the  Canyons  Resort  Map or by the
         Canyons  Association as "Commercial  Common Areas and  Facilities,"  as
         defined in the Canyons Declaration, for the primary or exclusive use of
         the owners of Canyons Commercial Units.

                    Canyons  Commercial  Unit -- means a commercial  condominium
          unit at the Canyons Project.

                  Canyons  Commitment  Period  --  means,  with  respect  to the
         Canyons  Project and the Canyons  Project  Advances,  Canyons  Interest
         Advances  and the  Canyons  Inventory  Advance  to be  made in  respect
         thereof,  the period  commencing  on the Closing Date and ending on the
         Canyons Termination Date.

                  Canyons   Common   Elements  --  means  the  real  estate  and
         improvements  located at the  Canyons  Project  other than those  areas
         designated as Canyons  Residential  Units or Canyons  Commercial  Units
         and,  with  respect  to  the  Canyons  Residential  Units  and  Canyons
         Quartershare Interests, shall mean the Canyons Residential Common Areas
         and  Facilities  and the  Canyons  Common  Furnishings  and the Canyons
         General  Common  Areas  and  Facilities  applicable  thereto,  and with
         respect to the Canyons  Commercial Units,  means the Canyons Commercial
         Common Areas and Facilities and the Canyons Common  Furnishings and the
         Canyons General Common Areas and Facilities applicable thereto, in each
         case as more particularly provided for in the Canyons Declaration.

                  Canyons   Common   Furnishings   --   means   all   furniture,
         furnishings, appliances, fixtures and equipment, and all other personal
         property  from time to time owned or leased by the Canyons  Association
         at the Canyons Project for the use by the owners of Canyons Residential
         Units,  the Canyons  Quartershare  Interests or the Canyons  Commercial
         Units.

                  Canyons  Construction  Contract -- means that certain Standard
         Form of Agreement between GSRP and the Canyons General  Contractor,  as
         amended  from  time  to  time,   which  shall  be   acceptable  to  the
         Administrative Agent.

                  Canyons Construction Project Advances -- as defined in Section
2.1 hereof.

                  Canyons  Construction Project Advance Commitment-- means, with
         respect to each Canyons Construction Project Advance Lender, the amount
         set forth underneath its signature hereto with respect to the making of
         Canyons  Construction  Project Advances and Canyons Interest  Advances,
         provided that the amount of such  Commitment  shall be adjusted to give
         effect to any assumptions of such  Commitments  permitted under Section
         2.3(a)(i)  hereof and any  assignments of Commitments  permitted  under
         Section 2.6(b) hereof.

                  Canyons  Construction  Project  Advance  Lenders  -- means the
         Lenders  identified  on the  signature  pages  hereto  that have made a
         Canyons  Construction  Project Advance Commitment (subject to the terms
         and  conditions  hereof)  to lend the  amounts  set forth  under  their
         respective  signature blocks in respect of Canyons Construction Project
         Advances and Canyons Interest Advances,  together with their successors
         and permitted assigns pursuant to Section 2.6(b) of this Agreement.

                  Canyons  Construction  Project Advances Maturity Date -- means
         the earlier of (a) the first  Business Day of the 24th month  following
         the date on which the first  Canyons  Construction  Project  Advance is
         made (not  counting  the month in which such  Advance was made) and (b)
         the first  Business  Day of the 24th month  following  the Closing Date
         (not counting the month in which the Closing Date fell).

                    Canyons  Construction  Project Advance Note -- as defined in
          Section 2.4(a) of this Agreement.

                  Canyons  Construction  Project Borrowing Base -- means, on any
         date and with  respect to the  Canyons  Project,  80% of the  aggregate
         amount of

                           (a) Construction Costs for the Canyons Project,  FF&E
                  Costs for the  Canyons  Project  and Sales,  Marketing & Other
                  Costs for the Canyons Project incurred and paid for by GSRP on
                  or prior to such date in respect of the Canyons  Project under
                  and in accordance with the Budget for the Canyons Project plus

                           (b) pre-development  expenses and land values (net of
                  mortgage  debt)  for such  Project  set  forth on  Schedule  1
                  hereto,

          provided that the "Canyons Project  Borrowing Base" shall, in no case,
          exceed the lesser of:

                           (i)      $82,400,000; and

                           (ii) the remainder of (A) $145,000,000, minus (B) the
                  sum of (1) the aggregate  outstanding principal balance of all
                  Construction  Project Advances other than Canyons Construction
                  Project   Advances  as  of  such  date,   (2)  the   aggregate
                  outstanding  principal balance of all Inventory Advances as of
                  such date and (3) the aggregate  outstanding principal balance
                  of Interest  Advances other than Canyons Interest  Advances as
                  of such date.

                  Canyons Construction Project Required Lenders -- means any one
         or more of the Canyons  Construction  Project Advance Lenders having or
         holding 51% or more of the Canyons Loan Exposure.

                  Canyons  Declaration  -- means  that  certain  Declaration  of
         Condominium and Interval Ownership,  Canyons Grand Hotel and Crown Club
         at  Canyons,  by GSRP,  as  declarant,  which is to be  recorded in the
         applicable  land  records,  and  which  shall  be  satisfactory  to the
         Administrative Agent in its discretion, as amended from time to time in
         accordance with the provisions hereof.

                  Canyons Escrow Agent -- means such escrowee as GSRP shall have
         duly  authorized  to act as such  under  applicable  Utah law and which
         shall be reasonably acceptable to the Administrative Agent.

                  Canyons  Final  Construction  Cost  Advance  -- means the last
         Canyons  Project  Advance  in  respect  of  Construction  Costs for the
         Canyons Project,  which shall have as its sole purpose the financing of
         the  payment  of any  unutilized  Canyons  Retainage  Amount  under the
         Canyons Construction Contract.

                  Canyons  General  Common  Areas  and  Facilities  -- means all
         Common  Areas and  Facilities  (as defined in the Canyons  Declaration)
         other than the Canyons  Residential Common Areas and Facilities and the
         Canyons Commercial Common Areas and Facilities.

                  Canyons General Contractor -- means such general contractor as
         shall be acceptable to the Administrative Agent.

                  Canyons  Host  Company -- means,  with  respect to the Canyons
         Project, ASC Utah, Inc., a Maine corporation.

                  Canyons Host Company Lease Agreement -- means, with respect to
         the Canyons  Project,  that certain Lease  Agreement dated September 1,
         1998  between  GSRP and the Canyons  Host  Company  with respect to the
         Canyons Commercial Unit.

                    Canyons  Interest Advance -- as defined in Section 2.4(c) of
          this Agreement.

                  Canyons Inventory Advance -- as defined in Section 2.2 hereof.

                  Canyons Inventory Advance  Commitment-- means, with respect to
         each Canyons Inventory Advance Lender,  the amount set forth underneath
         its signature  hereto with respect to the Canyons  Inventory  Advances,
         provided that the amount of such  Commitment  shall be adjusted to give
         effect to any assumptions of such  Commitments  permitted under Section
         2.3(a)(i)  hereof and any  assignments of Commitments  permitted  under
         Section 2.6(b) hereof.

                  Canyons   Inventory  Advance  Lenders  --  means  the  Lenders
         identified  on the  signature  pages  hereto  that  have made a Canyons
         Inventory  Advance  Commitment  (subject  to the terms  and  conditions
         hereof) to lend the amounts set forth under their respective  signature
         blocks in respect of the Canyons Inventory Advance, together with their
         successors  and permitted  assigns  pursuant to Section  2.6(b) of this
         Agreement.

                  Canyons  Inventory  Advance Maturity Date -- means the earlier
         of (a) the first  Business Day of the 24th month  following the date on
         which the Canyons  Inventory Advance is made (not counting the month in
         which such Advance was made) and (b) the first Business Day of the 48th
         month  following  the Closing Date (not counting the month in which the
         Closing Date fell).

                    Canyons  Inventory  Advance  Note -- as  defined  in Section
          2.4(a) of this Agreement.

                  Canyons Inventory Required Lenders -- means any one or more of
         the Canyons  Inventory Advance Lenders having or holding 51% or more of
         the Canyons Loan Exposure.

                  Canyons Loan -- means,  at any time,  the aggregate  principal
         balance  of all  Canyons  Construction  Project  Advances  and  Canyons
         Interest Advances outstanding at such time and, after the making of the
         Canyons  Inventory  Advance,  the  principal  balance  of  the  Canyons
         Inventory Advance outstanding at such time.

                  Canyons Loan Exposure -- means

                  (a) with respect to any Canyons  Construction  Project Advance
         Lender, as of any date of  determination,  (i) prior to the termination
         of the Canyons Commitment Period, the total of the Canyons Construction
         Project Advance Commitments of the Canyons Construction Project Advance
         Lenders  and (ii) after the  termination  of the  Canyons  Construction
         Commitment  Period,  the  aggregate  principal  amount  of the  Canyons
         Construction Project Advances outstanding on such date and

                  (b) with respect to any Canyons  Inventory  Advance Lender, as
         of any  date of  determination,  (i)  prior to the  termination  of the
         Canyons  Commitment  Period, the total of the Canyons Inventory Advance
         Commitments of the Canyons Inventory Advance Lenders and (ii) after the
         termination of the Canyons Commitment  Period, the aggregate  principal
         amount of the Canyons Inventory Advance outstanding on such date.

                  Canyons  Notes  --  means  the  Canyons  Construction  Project
         Advance Notes and the Canyons  Inventory Advance Notes, as the case may
         be.

                  Canyons  Obligations -- means all sums now or hereafter loaned
         or  advanced  by any one or more of the  Canyons  Construction  Project
         Advance  Lenders,  the Canyons  Inventory  Advance  Lenders  and/or the
         Administrative  Agent to, or  otherwise  incurred  by,  GSRP under this
         Agreement in respect of the Canyons  Project,  the Canyons Notes and/or
         any  of  the  other  Canyons  Security  Documents  (including,  without
         limitation, accrued and unpaid interest in respect of the Canyons Notes
         and Loan Costs  attributable  to the Canyons Project and/or the Canyons
         Security  Documents),  and the full, prompt and complete performance of
         all  obligations  owed by, or  undertakings  or indemnities of, GSRP in
         respect of the Canyons  Project and/or the Canyons  Security  Documents
         arising hereunder or thereunder.

                  Canyons Project -- means that certain resort property commonly
         known as the Canyons Grand Hotel and Crown Club at Canyons, situated on
         certain land located in Summit County, Utah, and particularly described
         on Schedule 2-A attached  hereto and made a part hereof,  and including
         all  improvements  now or  hereafter  located  on  said  land,  and all
         facilities,  roadways, common furnishings, club furnishings,  equipment
         and all other appurtenances  thereunto  belonging.  The Canyons Project
         shall include,  when the Canyons  Declaration is recorded,  the Canyons
         Residential  Units (if any), the Canyons  Quartershare  Interests,  the
         Canyons Commercial Units and the Canyons Common Elements.

                  Canyons  Project  Documents -- means the Canyons  Declaration,
         the  Articles  of   Incorporation   and  the  By-Laws  of  the  Canyons
         Association, and the rules and regulations of the Canyons Association.

                  Canyons  Quartershare  Interest  --  means  the  "Quartershare
         Estates" as defined and described in the Canyons Declaration,  with the
         owner of such  estate  being  entitled  to the  exclusive  right to the
         possession,  use and  occupancy  of a Canyons  Residential  Unit during
         thirteen   (13)  calendar   weeks  of  each  calendar   year,  as  more
         particularly provided in the Canyons Declaration.

                  Canyons  Required  Amortization  Amount -- means, at any time,
         the quotient equal to the outstanding  principal  amount of the Canyons
         Construction  Project  Advances  or,  after the  payment in full of the
         Canyons Construction  Project Advances,  the Canyons Inventory Advance,
         determined at such time, divided by 80% of the number of unsold Canyons
         Quartershare Interests, determined at such time.

                  Canyons Residential Common Areas and Facilities -- means those
         areas at the Canyons  Project that have been  designated  in accordance
         with the  Canyons  Declaration,  on the  Canyons  Resort  Map or by the
         Canyons  Association as "Residential  Common Areas and  Facilities," as
         defined in the Canyons Declaration, for the primary or exclusive use of
         the  owners  of  Canyons  Residential  Units  or  Canyons  Quartershare
         Interests.

                    Canyons Residential Unit -- means a residential  condominium
          unit at the Canyons Project.

                  Canyons  Resort Map -- means the plat and floor  plans for the
         Canyons  Project to be recorded in the real property  records of Summit
         County,  Utah and which  shall be  satisfactory  to the  Administrative
         Agent.

                  Canyons Required Lenders -- means, as the context may require,
         the  Canyons  Construction  Project  Required  Lenders  or the  Canyons
         Inventory Required Lenders.

                    Canyons  Retainage Amount -- as defined in Section 2.1(b) of
          this Agreement.

                  Canyons Security  Documents -- means (a) this Agreement to the
         extent that it deals with the Canyons Project, the Canyons Construction
         Project  Advances,  the Canyons  Interest  Advances  and/or the Canyons
         Inventory  Advances,  (b) the Canyons  Notes,  (c) the Canyons  Blanket
         Mortgage,  (d)  the  Canyons  Assignment  of  Rents,  (e)  the  Canyons
         Assignment of Contracts, (f) the Canyons Assignment of Property-Related
         Contracts, (g) the Canyons Assignment of the Construction Contract, (h)
         the  Canyons   Assignment  of  the   Architect's   Contract,   (i)  the
         Subordination Agreement executed by the Canyons Host Company in respect
         of the  Canyons  Host  Company  Lease,  (j) the Canyons  Assignment  of
         Declarant's  Rights  and (k) the  proxy  for  the  Canyons  Declaration
         referred to in Section 3.9(c) hereof.

                  Canyons Termination Date -- means the earliest of

                           (a)  the  date  on  which  the  Lenders'  obligations
                  hereunder to make Advances are terminated  pursuant to Section
                  8.2(a) of this Agreement,

                           (b) the date on which the Obligations are accelerated
                  pursuant to Section 8.2(a) of this Agreement,

                           (c) the date on which any of the  Events  of  Default
                  set forth in Section 8.1(e) shall have occurred, and

                           (d)  the  day   immediately   preceding  the  Canyons
                  Construction Project Advances Maturity Date.

         If the first  Construction  Project  Advance in respect of the  Canyons
         Project  shall not have been made prior to December 15, 1998,  then the
         Canyons Termination Date shall be deemed to be December 15, 1998.

                  Cash Collateral  Account -- means an account maintained by the
         Administrative  Agent  pursuant to Section 10.11 hereof,  which account
         holds certain payments made in respect of the Collateral or any Project
         and earnings on such excess payments from Eligible Investments.

                  CCR's --means, as the context may require,  any one or more of
         the following:  the Steamboat  Declaration,  the *Sugarloaf  CCR's, the
         Canyons CCR's,  the *Sugarbush  CCR's,  the Attitash  Declaration,  the
         Jordan  Bowl  Declaration,  the  Killington  CCR's  and/or the Mt. Snow
         CCR's.

                  Change in  Management  -- means the Parent shall cease to own,
         directly  or  indirectly,  100% of the voting  power of all  classes of
         Voting Stock or other equity interests of GSRP, any Host Company or any
         Person  which  shall have  managerial  and/or  supervisory  operational
         responsibilities  in respect of the Projects except as may be consented
         to in writing by the Required  Parties.  For the avoidance of doubt,  a
         public  offering  of common  stock of the Parent  shall not be deemed a
         Change in Management.

                  Closing Date -- means September 28, 1998.

                  Collateral -- as defined Section 3.1 of this Agreement.

                  Commercial Unit -- means, as the context may require,  any one
         or more of the following:  the Steamboat  Commercial Units, the Canyons
         Commercial   Units,  the  *Sugarbush   Commercial   Units,   *Sugarloaf
         Commercial  Units,  the Jordan  Bowl  Commercial  Units,  the  Attitash
         Commercial  Unit,  the Killington  Commercial  Unit and/or the Mt. Snow
         Commercial Unit.

                  Commitment--  means,  as the context may  require,  any one or
         more of the  following:  the  Steamboat  Construction  Project  Advance
         Commitment,  the Canyons Construction  Project Advance Commitment,  the
         *Sugarbush  Construction  Project  Advance  Commitment,  the *Sugarloaf
         Construction  Project  Advance  Commitment,   the  Steamboat  Inventory
         Advance  Commitment,  the Canyons  Inventory  Advance  Commitment,  the
         *Sugarbush  Inventory  Advance  Commitment,  the  *Sugarloaf  Inventory
         Advance Commitment,  the Jordan Bowl Inventory Advance Commitment,  the
         Attitash Inventory Advance Commitment, the Killington Inventory Advance
         Commitment  and/or the Mt. Snow Inventory  Advance  Commitment,  as the
         case may be.

                  Commitment  Letter -- means those certain  letters dated on or
         about September 25, 1998 from Textron  Financial  Corporation and Green
         Tree  Financial  Servicing  Corporation  to GSRP,  which  letters  were
         accepted by GSRP on or about September 25, 1998.

                  Commitment  Period -- means,  as the context may require,  any
         one or more of the  following:  the Steamboat  Commitment  Period,  the
         Canyons  Commitment  Period,  the  *Sugarbush  Commitment  Period,  the
         *Sugarloaf  Commitment  Period,  the Jordan Bowl Commitment Period, the
         Attitash Commitment Period, the Killington Commitment Period and/or the
         Mt. Snow Commitment Period.

                  Common Elements -- means, as the context may require,  any one
         or more of the following:  the Steamboat  Common Areas,  the *Sugarloaf
         Common  Elements,  the Canyons Common Elements,  the *Sugarbush  Common
         Elements,  the Jordan Bowl Common Elements,  the Attitash Common Areas,
         the Killington Common Elements and/or Mt. Snow Common Elements.

                    Compensation  --  as  defined  in  Section  3.1(g)  of  this
          Agreement.

                  Completion Date -- means

                    (a)       with respect to the Steamboat  Project,  September
                              1, 2000,

                    (b)       with respect to the Canyons Project,  September 1,
                              2000,

                    (c)       with respect to the *Sugarbush  Project,  [date to
                              be determined] and

                    (d)       with  respect to the  *Sugarloaf  Project,  [to be
                              determined].

          The construction of the Jordan Bowl Project, the Attitash Project, the
          Killington Project and the Mt. Snow Project is complete.

                    Condemnation Compensation -- as defined in Section 3.6(a)(i)
          of this Agreement.

                  Construction  Project(s) -- means, as the context may require,
         any one or more of the following: the Steamboat Project, the *Sugarloaf
         Project, the Canyons Project and/or the *Sugarbush Project.

                  Consummation  Date -- means the date on which the purchase and
         sale of a Quartershare  Interest or Commercial  Unit for any Project is
         consummated.

                    Construction  Contract -- means, as the context may require,
          any one or more of the following: the Steamboat Construction Contract,
          *Sugarloaf  Construction  Contract, the Canyons Construction Contract,
          and/or the *Sugarbush Construction Contract.

                  Construction  Cost  Certificate  -- means,  as of any date and
         with respect to any Construction Project, a certificate which is signed
         by GSRP, is addressed,  and is in form and substance  satisfactory,  to
         the Administrative Agent, and

                           (a) includes as an attachment  thereto an Application
                  and  Certificate  for Payment from the General  Contractor for
                  such  Construction  Project (AIA  Document  G702) (and a fully
                  completed  Continuation  Sheet  thereto (AIA  Document  G703))
                  executed by such General  Contractor  and duly  notarized  and
                  certified and executed by the Architect for such  Construction
                  Project;   the   Continuation   Sheet  shall  show  under  the
                  "Description   of   Work"   each    construction   line   item
                  classification of the Budget for such Construction Project and
                  with respect thereto the scheduled value thereof (as listed in
                  such Budget),

                           (b) includes as an attachment thereto the Architect's
                  Construction Cost Certificate for such Construction Project,

                           (c) includes as an  attachment  thereto a certificate
                  from such General  Contractor  to GSRP and the  Administrative
                  Agent that

                                    (i) certifies that the  construction  of the
                           building   and  the   other   improvements   at  such
                           Construction Project in connection therewith has been
                           in  accordance  with the  Construction  Documents (as
                           such term is defined in the Construction Contract for
                           such Construction Project),

                                    (ii) certifies that such General  Contractor
                           has   fully   paid  for   (except   in   respect   of
                           contractually   permitted  retainages)  all  progress
                           payments  or other  costs  in  respect  of the  work,
                           labor,  fuel,  materials and/or equipment incurred by
                           it  or  by  its  subcontractors,  materialmen  and/or
                           suppliers  in  respect  of the  construction  at such
                           Construction Project through the date or dates of all
                           prior  applications  and  certificates  in respect of
                           which such General Contractor has been paid hereunder
                           and/or has been paid by GSRP (with  Equity  Moneys or
                           otherwise),

                                    (iii)  includes as an  attachment  copies of
                           cancelled  checks,  paid-in-full  invoices  or  other
                           proof  of  payment  (acceptable  to  the  Lender)  in
                           respect   of   the    payment   of   the    aforesaid
                           subcontractors, materialmen and/or suppliers together
                           with unconditional lien waivers in respect thereof,

                                    (iv) includes as an attachment copies of (1)
                           all  invoices  and  bills of its  costs  or  progress
                           payments  then due and (2) all  invoices and bills of
                           the costs of its  subcontractors,  materialmen and/or
                           suppliers and/or  applications for payment  submitted
                           to it by its  subcontractors for progress payments to
                           be satisfied (less any retained amount  thereof),  in
                           whole or part, with any Construction  Project Advance
                           to be made  hereunder  in  connection  with such Cost
                           Construction Certificate, and

                                    (v)  includes as an  attachment  appropriate
                           mechanic's,   materialman's  and  laborer's  progress
                           payment  lien  waivers or releases in respect of such
                           aforesaid  progress  payments  or costs to the extent
                           that the  same are so paid  (and  such  condition  of
                           payment  shall be the only  condition  to which  such
                           waivers or releases shall be subject);

                           (d)  certifies  the accuracy and  correctness  of the
                  application and  certificates  referred to in clauses (a), (b)
                  and (c) above,

                           (e)  certifies (i) the  aggregate  costs  incurred by
                  GSRP in respect of Construction  Costs,  FF&E Costs and Sales,
                  Marketing  & Other  Costs in each  case for such  Construction
                  Project  up to and  including  such date,  (ii) the  aggregate
                  amount of Equity Moneys and  Construction  Project Advances in
                  each case for such Construction Project utilized prior to such
                  date to satisfy,  in whole or part,  such Costs and (iii) that
                  the unutilized  principal  amount of this Agreement  available
                  for  such  Construction   Project,  the  Construction  Project
                  Advances likely to be repaid and to be reborrowable in respect
                  of such Construction  Project and the remaining Equity Moneys,
                  if any, are  sufficient to satisfy the remaining  Construction
                  Costs, FF&E Costs and Sales,  Marketing & Other Costs for such
                  Construction Project,

                           (f) certifies with respect to each  construction line
                  item in the Budget  for such  Construction  Project  the total
                  amount of the  scheduled  value  thereof  completed as of such
                  date and the portion of such completed scheduled value

                              (i)       paid for by Equity Moneys,

                              (ii)      paid for by prior  Construction  Project
                                        Advances hereunder,

                              (iii)     deferred as retainage, and

                              (iv)      to be paid for by a currently  requested
                                        Construction Project Advance hereunder,

                           (g)  includes  as  an  attachment   evidence  of  the
                  application of the proceeds of any prior Construction  Project
                  Advances and Equity Moneys in each case for such  Construction
                  Project not previously  accounted for in a prior  Construction
                  Cost  Certificate,  Nonconstruction  Cost Certificate or under
                  subclause  (c)  above,  in each  case  for  such  Construction
                  Project,

                           (h) compares the actual costs  incurred in respect of
                  each line item in the  Budget  for such  Construction  Project
                  with the projected amount thereof as of such date and explains
                  any material variance in respect thereof, and

                           (i) includes as an  attachment a current title report
                  in respect of such  Construction  Project  issued by the title
                  insurance  company that shall have issued the Title  Insurance
                  Policy  {Blanket}  (or a current  update of a title  report in
                  respect of such Construction  Project previously  delivered to
                  the  Administrative  Agent by such  title  insurance  company)
                  showing no Lien or exception to title other than the Permitted
                  Exceptions  and  showing,   in   particular,   no  mechanic's,
                  materialmen's, labor's or other similar Lien of record.

                  Construction  Costs -- means, with respect to any Construction
         Project,  any costs and expenses  required to be paid by GSRP under the
         Construction  Contract  for such  Construction  Project to the  General
         Contractor  for such  Construction  Project or otherwise  identified as
         construction  costs in the Budget  for such  Construction  Project  and
         approved by the Administrative  Agent (including,  without  limitation,
         site work and landscaping),  provided that  "Construction  Costs" shall
         not include  overhead costs of GSRP or the General  Contractor for such
         Construction Project, FF&E Costs (other than costs of equipment that is
         to be  incorporated  into, and made a part of, the building to be built
         at such Construction  Project),  insurance and bonding costs (except to
         the  extent  incorporated  into the  Construction  Contract)  or Sales,
         Marketing & Other Costs.

                  Construction  Project  Advance -- means,  as the  context  may
         require, any one or more of the following:  the Steamboat  Construction
         Project  Advances,  the  Canyons  Construction  Project  Advances,  the
         *Sugarbush   Construction   Project   Advances  and/or  the  *Sugarloaf
         Construction Project Advances.

                  Construction  Project  Advance Lender -- means, as the context
         may  require,  any  one  or  more  of  the  following:   the  Steamboat
         Construction  Project Advance Lenders, the Canyons Construction Project
         Advance Lenders,  the *Sugarbush  Construction  Project Advance Lenders
         and/or the *Sugarloaf Construction Project Advance Lenders.

                    Construction Project Advance Date -- as defined in Section 6
          of this Agreement.

                    Construction  Project  Advance  Request  --  as  defined  in
          Section 6.3 of this Agreement.

                  Construction  Project  Borrowing Base -- means, as the context
         may  require,  any  one  or  more  of  the  following:   the  Steamboat
         Construction  Project Borrowing Base, the Canyons  Construction Project
         Borrowing  Base, the  *Sugarbush  Construction  Project  Borrowing Base
         and/or the *Sugarloaf Construction Project Borrowing Base.

                  Construction  Project(s) -- means, as the context may require,
         any one or more of the following: the Steamboat Project, the *Sugarloaf
         Project, the Canyons Project and/or the *Sugarbush Project.

                  Contract -- means any  purchase  contract  between one or more
         Persons,  as purchaser (the  "Purchaser"),  and GSRP, as seller,  which
         agreement  provides  for the sale by GSRP to such  Purchaser  of one or
         more Quartershare Interests in any Project.

                    Declaration(s) -- means, as the context may require, any one
          or more of the following:  the Steamboat  Declaration,  the *Sugarloaf
          Declaration,  the Canyons Declaration, the *Sugarbush Declaration, the
          Jordan Bowl  Declaration,  the Attitash  Declaration,  the  Killington
          Declaration and/or Mt. Snow Declaration.

                  Declarant(s) -- means  individually  or  collectively  (as the
         context  may  require),  the  status  of  GSRP as the  declarant  under
         applicable  law  and  under  the   Declarations  and  the  Articles  of
         Incorporation and By-Laws of the Associations, as amended.

                  Default -- means an event or condition the occurrence of which
         would,  with the lapse of time or the giving of notice or both,  become
         an Event of Default.

                  Default  Rate --  means,  at any time,  the per annum  rate of
         interest equal to the Interest Rate, then in effect, plus 2% per annum;
         provided,  however,  that the Default Rate shall in no event exceed the
         Maximum Rate.

                  Disbursement Agent -- means the  Administrative  Agent or such
         other  Person  as  the   Administrative   Agent  may   designate.   The
         "Disbursement Agent" shall be the exclusive agent of the Administrative
         Agent and the Lenders.

                  Eligible Assignee -- means

                              (a) any Lender that is a  signatory  hereto or any
                    parent, affiliate or subsidiary of any such Lender,

                           (b) any commercial  bank organized  under the laws of
                  the United  States of America  or any state  thereof  that has
                  combined capital and surplus of at least $100,000,000,

                           (c) any savings and loan  association or savings bank
                  organized  under the laws of the  United  States of America or
                  any state thereof that has combined  capital and surplus of at
                  least $100,000,000, and

                           (d) any  other  trust or entity  organized  under the
                  laws of the United States of America or any state thereof that
                  (i) is an  "accredited  investor"  (as defined in Regulation D
                  under  the  Securities  Act of 1933,  as  amended),  (ii) is a
                  commercial   finance  company,   insurance  company  or  other
                  financial institution that regularly makes commercial loans in
                  the  ordinary  course of its  business  or (iii) has  combined
                  capital and equity of at least $100,000,000.

                    Eligible  Investments  --  means  any  one  or  more  of the
          following obligations or securities:

                           (a)   direct   non-callable   obligations   of,   and
                  noncallable obligations fully guaranteed by, the United States
                  of  America,  or any agency or  instrumentality  of the United
                  States of America the  obligations  of which are backed by the
                  full faith and credit of the United States of America and have
                  a maturity of not more than 30 days;

                           (b)  demand and time  deposits  in,  certificates  of
                  deposits   of,  and  bankers'   acceptances   issued  by,  any
                  depository institution or trust company incorporated under the
                  laws of the United States of America or any state thereof that
                  permit the withdrawal of the moneys placed on deposit  therein
                  upon not less than 30 days prior written notice or provide for
                  the maturing of the investment represented thereby in not less
                  than 30 days after making of such  investment,  provided  that
                  such  depository  institution  or trust  company  shall have a
                  combined  capital and surplus of at least  $500,000,000 and be
                  subject to supervision and examination by federal and/or state
                  banking  authorities and, at the time of such investment,  the
                  commercial  paper or other short-term debt obligations of such
                  depository  institution or trust company (or, in the case of a
                  depository  institution that is the principal  subsidiary of a
                  holding company, the commercial paper or other short-term debt
                  obligations  of such holding  company)  shall have the highest
                  short-term   credit   rating   available   from  a  nationally
                  recognized credit rating agency; and

                           (iii)     commercial     paper     (including    both
                  non-interest-bearing discount obligations and interest-bearing
                  obligations) payable on demand or on a specified date not more
                  than 30 days after the date of acquisition  thereof having the
                  highest   short-term   credit   rating  from  any   nationally
                  recognized   credit   rating   agency  at  the  time  of  such
                  investment.

                  Environmental  Protection  Law -- means each  federal,  state,
         county,  regional  or local  law,  statute,  or  regulation  enacted in
         connection  with or relating to the  protection  or  regulation  of the
         environment,  including,  without limitation, those laws, statutes, and
         regulations  regulating  the disposal,  removal,  production,  storing,
         refining,  handling,  transferring,   processing,  or  transporting  of
         Hazardous  Substances,  and any  regulations  issued or  promulgated in
         connection  with such  statutes by any  governmental  authority and any
         orders,   decrees  or  judgments  issued  by  any  court  of  competent
         jurisdiction in connection with any of the foregoing.

                  Equity Moneys -- means, at any time, cash equity contributions
made to GSRP by its Parent.

                    Escrow Agent -- means,  as the context may require,  any one
          or more of: the Steamboat Escrow Agent,  the *Sugarloaf  Escrow Agent,
          the Canyons Escrow Agent, the *Sugarbush Escrow Agent, the Jordan Bowl
          Escrow Agent, the Attitash Escrow Agent,  the Killington  Escrow Agent
          and/or the Mt. Snow Escrow Agent.

                    Event  of  Default  -- as  defined  in  Section  8.1 of this
          Agreement.

                  FF&E Costs -- means, with respect to any Construction Project,
         the costs of  acquisition  and  delivery  of  furniture,  fixtures  and
         equipment  to be  installed  and/or used in the  building and the other
         improvements  being  constructed at such  Construction  Project.  "FF&E
         Costs" shall not include any Construction Costs.

                  Fair Market  Value -- at any time with respect to any Property
         means the sale  value of such  Property  that would be  realized  in an
         arm's-length  sale at such time between an informed and willing  buyer,
         and an informed and willing seller, under no compulsion to buy or sell,
         respectively.

                  Final  Construction  Cost Advance -- means, as the context may
         require,  any  one  or  more  of the  following:  the  Steamboat  Final
         Construction Cost Advance, the Canyons Final Construction Cost Advance,
         the *Sugarbush  Final  Construction  Cost Advance and/or the *Sugarloaf
         Final Construction Cost Advance.

                  Final  Construction Cost Certificate -- means, with respect to
         any   Construction   Project,   a   certificate,   addressed   to   the
         Administrative  Agent  and in form and  substance  satisfactory  to the
         Administrative Agent, signed by GSRP, which

                           (a) includes as an  attachment  thereto a Certificate
                  of Substantial  Completion (AIA Document G704) executed by the
                  Architect   for  such   Construction   Project,   the  General
                  Contractor for such Construction Project and GSRP; the list of
                  items to be completed set forth on such Certificate shall have
                  been completed to the  satisfaction  of the Architect for such
                  Construction  Project and the TFC  Architect  and both of such
                  Persons  shall  have so  certified  in the  Architect's  Final
                  Construction  Cost Certificate for such  Construction  Project
                  (which shall also be an attachment to such Final  Construction
                  Cost Certificate)

                           (b) includes as an  attachment  thereto a certificate
                  from such General  Contractor  to GSRP and the  Administrative
                  Agent that

                                    (i) the construction of the building and the
                           other  improvements at such  Construction  Project in
                           connection therewith has been completed in accordance
                           with the Plans for such  Construction  Project and in
                           compliance with the  Construction  Documents (as such
                           term is defined in the Construction Agreement of such
                           General Contractor),

                                    (ii) such General  Contractor has fully paid
                           for all of the work,  labor,  fuel,  materials and/or
                           equipment  furnished by it or by its  subcontractors,
                           materialmen   and/or  suppliers  in  respect  of  the
                           construction at such Construction Project, and

                                    (iii)  attached   thereto  are   mechanic's,
                           materialman's  and  laborer's  final lien  waivers or
                           releases in respect of such  General  Contractor  and
                           all subcontractors, materialmen and/or suppliers;

                              (c) certifies the accuracy and  correctness of the
                    application and certificates  referred to in clauses (a) and
                    (b) above;

                           (d) includes as an attachment  appropriate  insurance
                  certificates  evidencing the necessary  insurance  required by
                  Section  3.5 and any  necessary  consents  of any surety  that
                  shall have issued any  performance or payment bond provided by
                  the General Contractor for such Construction Project, and

                           (e) includes as an  attachment a current title report
                  in respect of such  Construction  Project  issued by the title
                  insurance  company that shall have issued the Title  Insurance
                  Policy  {Blanket}  (or a current  update of a title  report in
                  respect of such Construction  Project previously  delivered to
                  the  Administrative  Agent by such  title  insurance  company)
                  showing no Lien or exception to title other than the Permitted
                  Exceptions  and  showing,   in   particular,   no  mechanic's,
                  materialmen's, labor's or other similar Lien of record.

                    Funding Date Equity  Contribution -- as such term is defined
          in Section 6.1(t) hereof.

                    General  Contractor(s) -- means, as the context may require,
          any one or more of the following:  the Steamboat  General  Contractor,
          the *Sugarloaf  General  Contractor,  the Canyons General  Contractor,
          and/or the *Sugarbush General Contractor.

                  GSRP -- as defined in the preamble to this Agreement.

                  Hazardous   Substances  --  means  any  and  all   pollutants,
         contaminants,  toxic or hazardous  wastes or any other  substances that
         might  pose a hazard to health or safety,  the  removal of which may be
         required  or  the  generation,   manufacture,   refining,   production,
         processing,  treatment,  storage, handling,  transportation,  transfer,
         use, disposal, release,  discharge,  spillage, seepage or filtration of
         which  is or  shall  be  restricted,  prohibited  or  penalized  by any
         Environmental Protection Law (including, without limitation,  asbestos,
         urea  formaldehyde  foam  insulation  and  polychlorinated  biphenyls);
         provided,  however,  that "Hazardous  Substances" shall not include any
         substance used by GSRP or its agents in the ordinary course of business
         and in compliance with applicable Environmental Protection Laws.

                    Host Company -- means,  as the context may require,  any one
          or more of the following: the Steamboat Host Company, the Canyons Host
          Company, the *Sugarbush Host Company, the *Sugarloaf Host Company, the
          Jordan Bowl Host Company,  the Killington  Host Company and/or the Mt.
          Snow Host Company.

                  Host  Company  Lease  Agreement  -- means,  as the context may
         require,  any one or more of the following:  the Steamboat Host Company
         Lease  Agreement,   the  Canyons  Host  Company  Lease  Agreement,  the
         *Sugarbush  Host Company Lease  Agreement  and/or the  *Sugarloaf  Host
         Company Lease Agreement.

                  Impositions -- as defined in Section 3.7 of this Agreement.

                    Insurance  Premiums -- as defined in Section  3.5(a)(iv)  of
          this Agreement.

                  Interest  Advances -- means,  as the context may require,  any
         one or more of the  following:  Steamboat  Interest  Advances,  Canyons
         Interest  Advances,  *Sugarbush  Interest  Advances  and/or  *Sugarloaf
         Interest Advances.

                    Interest Rate -- means,  with respect to any calendar month,
          a per annum rate of interest equal to the greater of:

                           (a)      9.25%, or

                           (b)      the sum of

                              (i) 1.50%, plus

                              (ii) the Prime Rate then in effect for such month.

         To the extent that the interest rate for each  calendar  month shall be
         based upon the Prime  Rate,  such Prime Rate shall be the Prime Rate in
         effect at 9:00 a.m.  (Eastern  time) on the 1st day of such month.  The
         term "Prime Rate" shall mean the "prime rate" as announced from time to
         time by Chase  Manhattan  Bank,  New  York,  New York or any  successor
         thereto.  In the event Chase  Manhattan Bank, New York, New York or any
         successor thereto, shall discontinue announcement of said Prime Rate, a
         comparable  index designated by the Lender shall be used in calculating
         the  Interest  Rate.  It is  expressly  agreed that the use of the term
         "prime rate" or any other similar  designation  is not intended to, nor
         does it,  imply  that  said rate of  interest  is a  preferred  rate of
         interest or one which is offered by Chase Manhattan Bank, New York, New
         York or any successor thereto to its most creditworthy customers.

                  Inventory  Advance -- means,  as the context may require,  any
         one or more of the  following:  Steamboat  Inventory  Advance,  Canyons
         Inventory Advance,  *Sugarbush Inventory Advance,  *Sugarloaf Inventory
         Advance,  the Jordan Bowl  Inventory  Advance,  the Attitash  Inventory
         Advance, the Killington Inventory Advance and/or the Mt. Snow Inventory
         Advance.

                    Inventory  Advance  Date -- as defined in Section 6A of this
          Agreement.

                  Inventory  Advance  Lenders  --  means,  as  the  context  may
         require,  any one or more of the  following:  the  Steamboat  Inventory
         Advance Lenders,  the Canyons Inventory Advance Lenders, the *Sugarbush
         Inventory  Advance Lenders,  the *Sugarloaf  Inventory Advance Lenders,
         the Jordan Bowl Inventory  Advance  Lenders,  the Attitash  Jordan Bowl
         Advance Lenders,  the Killington  Inventory  Advance Lenders and/or the
         Mt. Snow Inventory Advance Lenders.

                    Inventory  Advance  Request  -- as  defined in Section 6A of
          this Agreement.

                  Jordan Bowl Architect -- means a duly licensed architect under
         Maine law approved by the Administrative Agent.

                  Jordon Bowl  Assignment of Contracts -- means an assignment of
         the   Contracts   arising  in  respect  of  the  sale  of  Jordan  Bowl
         Quartershare Interests  substantially in the form of Exhibit V attached
         to this Agreement.

                  Jordan  Bowl  Assignment  of  Declarant's  Rights -- means the
         assignment  in respect of GSRP's  declarant's  rights  under the Jordan
         Bowl  Declaration  substantially  in the  form of  Exhibit  K-5 to this
         Agreement, as amended from time to time.

                  Jordan Bowl Assignment of Property-Related  Contracts -- means
         the assignment in respect of Property-Related  Contracts connected with
         the Jordan  Bowl  Project  substantially  in the form of Exhibit Q-5 to
         this Agreement, as amended from time to time.

                  Jordan Bowl  Assignment  of Rents -- means the  Assignment  of
         Lease and Rents in  respect  of the  Jordan  Bowl  Project  dated as of
         September 1, 1998, as amended from time to time.

                  Jordan Bowl Association -- means The Jordan Grand  Condominium
         Owners Association,  a Maine non-profit  corporation,  or any successor
         association thereto as provided in the Jordan Bowl Declaration.

                  Jordan Bowl Blanket Mortgage -- means the Mortgage, Assignment
         of Rents,  Security Agreement and Financing  Statement  encumbering the
         Jordan  Bowl  Project and  substantially  in the form of Exhibit B-5 to
         this Agreement, as amended from time to time.

                  Jordan Bowl  Commitment  Period -- means,  with respect to the
         Jordan Bowl Project and the Jordan Bowl Inventory Advance to be made in
         respect thereof,  the period  commencing on the Closing Date and ending
         on the Jordan Bowl Termination Date.

                  Jordan Bowl  Easements  -- means that certain  Declaration  of
         Easements by and between GSRP and Sunday  River Skiway  Corporation,  a
         Maine  corporation,  which is to be  recorded  in the  applicable  land
         records of Oxford County,  Maine,  and which shall be  satisfactory  in
         form and substance to the  Administrative  Agent in its discretion,  as
         amended from time to time in accordance with the provisions hereof.

                  Jordan Bowl Common Elements -- means those areas at the Jordan
         Bowl Project that have been  designated in  accordance  with the Jordan
         Bowl  Declaration,  on the Jordan Bowl Resort Map or by the Jordan Bowl
         Association  as "Common  Elements," as used and described in the Jordan
         Bowl Declaration,  for the primary benefit of the owners of Jordan Bowl
         Residential Units and Jordan Bowl Commercial Units.

                  Jordan Bowl Commercial  Unit -- means any condominium  unit at
         the Jordan Bowl Project that has been designated for commercial use.

                  Jordan Bowl  Declaration -- means that certain  Declaration of
         Condominium,  The Jordan Grand at Sunday River,  A Condominium by GSRP,
         as  declarant,  which is to be recorded  in the land  records of Oxford
         County,  Maine,  and which shall be satisfactory to the  Administrative
         Agent in form and substance in its discretion,  as amended from time to
         time in accordance with the provisions hereof.

                  Jordan Bowl Escrow  Agent -- means Key Bank of Maine,  or such
         escrowee duly authorized to act as such under applicable Maine law.

                  Jordan Bowl Host  Company -- as defined in the  definition  of
         "Beneficial Improvements Agreements" in this Section 1.1.

                    Jordan Bowl  Inventory  Advance -- as defined in Section 2.2
          hereof.

                  Jordan Bowl Inventory Advance Commitment-- means, with respect
         to each  Jordan Bowl  Inventory  Advance  Lender,  the amount set forth
         underneath  its  signature  hereto  with  respect  to the  Jordan  Bowl
         Inventory  Advances,  provided that the amount of such Commitment shall
         be  adjusted  to give  effect to any  assumptions  of such  Commitments
         permitted  under  Section  2.3(a)(i)  hereof  and  any  assignments  of
         Commitments permitted under Section 2.6(b) hereof.

                  Jordan  Bowl  Inventory  Advance  Lenders -- means the Lenders
         identified on the signature  pages hereto that have made an Jordan Bowl
         Inventory  Advance  Commitment  (subject  to the terms  and  conditions
         hereof) to lend the amounts set forth under their respective  signature
         blocks in respect of the Jordan Bowl Inventory  Advance,  together with
         their  successors and permitted  assigns  pursuant to Section 2.6(b) of
         this Agreement.

                    Jordan Bowl  Inventory  Advance  Maturity  Date -- means the
          January 2, 2001.

                    Jordan Bowl Inventory  Advance Note -- as defined in Section
          2.4(a) of this Agreement.

                  Jordan  Bowl  Inventory  Required  Lenders -- means any one or
         more of the Jordan Bowl Inventory Advance Lenders having or holding 51%
         or more of the Jordan Bowl Loan Exposure.

                  Jordan Bowl  Limited  Common  Elements -- means those areas at
         the Jordan Bowl Project that have been  designated in  accordance  with
         the Jordan  Bowl  Declaration,  on the Jordan Bowl Resort Map or by the
         Jordan Bowl Association as "Limited Common Elements," as defined in the
         Jordan  Bowl  Declaration,  for the  primary or  exclusive  use of only
         certain  owners of Jordan  Bowl  Residential  Units,  the  Jordan  Bowl
         Quartershare Interests and the Jordan Bowl Commercial Units.

                  Jordan  Bowl  Loan  --  means,  at  any  time,  the  aggregate
         principal balance of the Jordan Bowl Inventory  Advance  outstanding at
         such time.

                  Jordan Bowl Loan Exposure -- means, with respect to any Jordan
         Bowl Inventory  Advance Lender,  as of any date of  determination,  (a)
         prior to the  termination  of the Jordan Bowl  Commitment  Period,  the
         total of the Jordan Bowl  Inventory  Advance  Commitments of the Jordan
         Bowl  Inventory  Advance  Lenders and (b) after the  termination of the
         Jordan Bowl Commitment  Period,  the aggregate  principal amount of the
         Jordan Bowl Inventory Advance outstanding on such date.

                    Jordan Bowl Notes -- means the Jordan Bowl Inventory Advance
          Notes.

                  Jordan  Bowl  Obligations  -- means all sums now or  hereafter
         loaned or  advanced  by any one or more the  Jordan  Inventory  Advance
         Lenders and/or the  Administrative  Agent to, or otherwise incurred by,
         GSRP under this  Agreement in respect of the Jordan Bowl  Project,  the
         Jordan  Bowl  Notes  and/or  any  of the  other  Jordan  Bowl  Security
         Documents (including,  without limitation,  accrued and unpaid interest
         in respect of the Jordan Bowl Notes and Loan Costs  attributable to the
         Jordan Bowl Project and/or the Jordan Bowl Security Documents), and the
         full,  prompt and complete  performance of all obligations  owed by, or
         undertakings  or  indemnities  of,  GSRP in respect of the Jordan  Bowl
         Project and/or the Jordan Bowl Security  Documents arising hereunder or
         thereunder.

                  Jordan  Bowl  Project -- means that  certain  resort  property
         commonly  known as The Jordan  Grand at Sunday  River,  A  Condominium,
         situated  on  certain  land  located  in  Oxford  County,   Maine,  and
         particularly  described on Schedule 2-E attached hereto and made a part
         hereof, and including all improvements now or hereafter located on said
         land,  and  all  facilities,   roadways,   common   furnishings,   club
         furnishings, equipment and all other appurtenances thereunto belonging.
         The Jordan Bowl Project shall include, when the Jordan Bowl Declaration
         is recorded,  the Jordan Bowl  Residential  Units (if any),  the Jordan
         Bowl  Quartershare  Interests,  the Jordan Bowl Commercial  Units,  the
         Jordan  Bowl  Common  Elements  and  the  Jordan  Bowl  Limited  Common
         Elements.

                  Jordan  Bowl  Project  Documents  --  means  the  Jordan  Bowl
         Declaration,  the  Articles  of  Incorporation  and the  By-Laws of the
         Jordan Bowl  Association,  and the rules and  regulations of the Jordan
         Bowl Association.

                  Jordan Bowl Quartershare  Interest -- means the "Quarter Share
         Estates" as defined and described in the Jordan Bowl Declaration,  with
         such interest being entitled to the exclusive  right to the possession,
         use and  occupancy of a Jordan Bowl  Residential  Unit during  thirteen
         (13)  calendar  weeks  of each  calendar  year,  as  more  particularly
         provided in the Jordan Bowl Declaration.

                  Jordan Bowl  Residential Unit -- means any condominium unit at
         the  Jordan  Bowl  Project  other  than  those  units  that  have  been
         designated for commercial use.

                  Jordan Bowl Resort Map -- means the plats and plans in respect
         of the Jordan Bowl Project to be recorded in the real property  records
         of  Oxford  County,   Maine  Registry  of  Deeds  and  which  shall  be
         satisfactory to the Administrative Agent.

                    Jordan  Bowl  Required  Lenders  -- means  the  Jordan  Bowl
          Inventory Required Lenders.

                  Jordan Bowl Termination Date -- means the earliest of

                           (a)  the  date  on  which  the  Lenders'  obligations
                  hereunder to make Advances are terminated  pursuant to Section
                  8.2(a) of this Agreement,

                           (b) the date on which the Obligations are accelerated
                  pursuant to Section 8.2(a) of this Agreement,

                           (c) the date on which any of the  Events  of  Default
                  set forth in Section 8.1(e) shall have occurred, and

                              (d) the day on which  the  Jordan  Bowl  Inventory
                    Advance is made hereunder.

                  Killington  Assignment  of Contracts -- means an assignment of
         the Contracts arising in respect of the sale of Killington Quartershare
         Interests  substantially  in the form of  Exhibit  V  attached  to this
         Agreement.

                  Killington  Assignment  of  Declarant's  Rights  -- means  the
         assignment in respect of GSRP's declarant's rights under the Killington
         Declaration substantially in the form of Exhibit K-6 to this Agreement,
         as amended from time to time.

                  Killington  Assignment of Property-Related  Contracts -- means
         the assignment in respect of Property-Related  Contracts connected with
         the Killington Project substantially in the form of Exhibit Q-6 to this
         Agreement, as amended from time to time.

                  Killington  Assignment  of Rents -- means  the  Assignment  of
         Lease  and  Rents in  respect  of the  Killington  Project  dated as of
         September 25, 1997, as amended from time to time.

                  Killington  Architect -- means a duly licensed architect under
         Vermont law approved by the Administrative Agent.

                  Killington  Association  -- means  Killington  Grand Hotel and
         Crown Club Owners Association,  Inc., a Vermont non-profit corporation,
         or any  successor  association  thereto as provided  in the  Killington
         Declaration.

                  Killington Blanket Mortgage -- means the Mortgage,  Assignment
         of Rents,  Security Agreement and Financing  Statement  encumbering the
         Killington Project dated as of September 25, 1997, as amended from time
         to time.

                  Killington  CCR's -- means (a) that certain  Killington  Grand
         Hotel and Crown Club at Killington  Declaration of Protective Covenants
         by GSRP, as  declarant,  which is to be recorded in the land records of
         the Town of Sherburne,  Vermont, and which shall be satisfactory to the
         Administrative Agent in its discretion, as amended from time to time in
         accordance with the provisions hereof and (b) that certain  Declaration
         of  Easements  by and  between  GSRP and  Killington,  Ltd.,  a Vermont
         corporation,  which is to be recorded in the applicable land records of
         Town of Sherburne, Vermont, and which shall be satisfactory in form and
         substance to the  Administrative  Agent in its  discretion,  as amended
         from time to time in accordance with the provisions hereof.

                  Killington  Commercial  Common Areas and  Facilities  -- means
         those areas at the  Killington  Project  that have been  designated  in
         accordance with the Killington  Declaration,  on the Killington  Resort
         Map or by the Killington  Association  as "Commercial  Common Areas and
         Facilities," as defined in the Killington Declaration,  for the primary
         or exclusive use of the owners of Killington Commercial Units.

                    Killington Commercial Unit -- means a commercial condominium
          unit at the Killington Project.

                  Killington  Commitment  Period -- means,  with  respect to the
         Killington  Project and the Killington  Inventory Advance to be made in
         respect thereof,  the period  commencing on the Closing Date and ending
         on the Killington Termination Date.

                  Killington  Common  Elements  --  means  the real  estate  and
         improvements  located at the Killington  Project other than those areas
         designated as  Killington  Residential  Units or Killington  Commercial
         Units  and,  with  respect  to the  Killington  Residential  Units  and
         Killington   Quartershare   Interests,   shall   mean  the   Killington
         Residential  Common  Areas and  Facilities  and the  Killington  Common
         Furnishings  and the  Killington  General  Common Areas and  Facilities
         applicable  thereto,  and with  respect  to the  Killington  Commercial
         Units, means the Killington  Commercial Common Areas and Facilities and
         the Killington  Common  Furnishings  and the Killington  General Common
         Areas  and  Facilities   applicable  thereto,  in  each  case  as  more
         particularly provided for in the Killington Declaration.

                  Killington   Common   Furnishings   --  means  all  furniture,
         furnishings, appliances, fixtures and equipment, and all other personal
         property  from  time  to  time  owned  or  leased  by  the   Killington
         Association  at the  Killington  Project  for the use by the  owners of
         Killington Residential Units, the Killington  Quartershare Interests or
         the Killington Commercial Units.

                  Killington  Declaration  -- means that certain  Declaration of
         Condominium and Interval  Ownership,  Killington  Grand Hotel and Crown
         Club at Killington,  by GSRP, as declarant,  which is to be recorded in
         the applicable  land records,  and which shall be  satisfactory  to the
         Administrative Agent in its discretion, as amended from time to time in
         accordance with the provisions hereof.

                  Killington Escrow Agent -- means Key Bank in Rutland, Vermont,
         or  such  escrowee  duly  authorized  to act as such  under  applicable
         Vermont law.

                  Killington  General  Common Areas and  Facilities -- means all
         Common Areas and Facilities (as defined in the Killington  Declaration)
         other than the Killington  Residential  Common Areas and Facilities and
         the Killington Commercial Common Areas and Facilities.

                  Killington  Host  Company -- as defined in the  definition  of
         "Beneficial Improvements Agreements" in this Section 1.1.

                    Killington  Inventory  Advance -- as defined in Section  2.2
          hereof.

                  Killington  Inventory Advance Commitment-- means, with respect
         to each  Killington  Inventory  Advance  Lender,  the  amount set forth
         underneath  its  signature   hereto  with  respect  to  the  Killington
         Inventory  Advances,  provided that the amount of such Commitment shall
         be  adjusted  to give  effect to any  assumptions  of such  Commitments
         permitted  under  Section  2.3(a)(i)  hereof  and  any  assignments  of
         Commitments permitted under Section 2.6(b) hereof.

                  Killington  Inventory  Advance  Lenders  -- means the  Lenders
         identified on the  signature  pages hereto that have made an Killington
         Inventory  Advance  Commitment  (subject  to the terms  and  conditions
         hereof) to lend the amounts set forth under their respective  signature
         blocks in respect of the Killington  Inventory  Advance,  together with
         their  successors and permitted  assigns  pursuant to Section 2.6(b) of
         this Agreement.

                    Killington  Inventory  Advance  Maturity  Date -- means  the
          January 2, 2001.

                    Killington  Inventory  Advance Note -- as defined in Section
          2.4(a) of this Agreement.

                  Killington Inventory Required Lenders -- means any one or more
         of the Killington  Inventory  Advance  Lenders having or holding 51% or
         more of the Killington Loan Exposure.

                  Killington Loan -- means, at any time, the aggregate principal
         balance of the Killington Inventory Advance outstanding at such time.

                  Killington  Loan  Exposure  --  means,  with  respect  to  any
         Killington  Inventory  Advance Lender, as of any date of determination,
         (a) prior to the termination of the Killington  Commitment  Period, the
         total of the Killington Inventory Advance Commitments of the Killington
         Inventory  Advance  Lenders  and  (b)  after  the  termination  of  the
         Killington  Commitment  Period,  the aggregate  principal amount of the
         Killington Inventory Advance outstanding on such date.

                  Killington  Resort  Map -- means the plat and floor  plans for
         the Killington  Project to be recorded in the real property  records of
         the Town of Sherburne,  Vermont and which shall be  satisfactory to the
         Administrative Agent.

                    Killington Notes -- means the Killington  Inventory  Advance
          Notes.

                  Killington  Obligations  -- means  all  sums now or  hereafter
         loaned or advanced by any one or more the Killington  Inventory Advance
         Lenders and/or the  Administrative  Agent to, or otherwise incurred by,
         GSRP under this  Agreement in respect of the  Killington  Project,  the
         Killington Notes and/or any of the other Killington  Security Documents
         (including,  without limitation, accrued and unpaid interest in respect
         of the Killington  Notes and Loan Costs  attributable to the Killington
         Project and/or the Killington Security Documents), and the full, prompt
         and complete performance of all obligations owed by, or undertakings or
         indemnities  of, GSRP in respect of the  Killington  Project and/or the
         Killington Security Documents arising hereunder or thereunder.

                  Killington  Project  -- means  that  certain  resort  property
         commonly  known  as the  Killington  Grand  Hotel  and  Crown  Club  at
         Killington,  situated on certain land located in  Killington,  Vermont,
         and  particularly  described on Schedule 2-G attached hereto and made a
         part hereof, and including all improvements now or hereafter located on
         said land,  and all  facilities,  roadways,  common  furnishings,  club
         furnishings, equipment and all other appurtenances thereunto belonging.
         The Killington Project shall include,  when the Killington  Declaration
         is recorded,  the Killington Residential Units (if any), the Killington
         Quartershare  Interests,   the  Killington  Commercial  Units  and  the
         Killington Common Elements.


                  Killington   Project   Documents   --  means  the   Killington
         Declaration,  the  Articles  of  Incorporation  and the  By-Laws of the
         Killington Association, and the rules and regulations of the Killington
         Association.

                  Killington   Quartershare  Interest  --  means  the  "Interval
         Ownership  Interests"  as  defined  and  described  in  the  Killington
         Declaration,  with the owner of such  interest  being  entitled  to the
         exclusive  right to the  possession,  use and occupancy of a Killington
         Residential  Unit during  thirteen (13) calendar weeks of each calendar
         year, as more particularly provided in the Killington Declaration.

                  Killington  Residential  Common Areas and  Facilities -- means
         those areas at the  Killington  Project  that have been  designated  in
         accordance with the Killington  Declaration,  on the Killington  Resort
         Map or by the Killington  Association as "Residential  Common Areas and
         Facilities," as defined in the Killington Declaration,  for the primary
         or  exclusive  use of the  owners of  Killington  Residential  Units or
         Killington Quartershare Interests.

                    Killington   Residential   Unit  --   means  a   residential
          condominium unit at the Killington Project.

                  Killington  Resort  Map -- means the plat and floor  plans for
         the Killington  Project to be recorded in the real property  records of
         the Town of Rutland,  Vermont and which  shall be  satisfactory  to the
         Administrative Agent.

                    Killington   Required   Lenders  --  means  the   Killington
          Inventory Required Lenders.

                  Killington Termination Date -- means the earliest of

                           (a)  the  date  on  which  the  Lenders'  obligations
                  hereunder to make Advances are terminated  pursuant to Section
                  8.2(a) of this Agreement,

                           (b) the date on which the Obligations are accelerated
                  pursuant to Section 8.2(a) of this Agreement,

                           (c) the date on which any of the  Events  of  Default
                  set forth in Section 8.1(e) shall have occurred, and

                              (d)  the day on  which  the  Killington  Inventory
                    Advance is made hereunder.

                  Lenders  -- as  defined  in the  preamble  to this  Agreement,
         together  with their  successors  and  permitted  assigns  pursuant  to
         Section 2.6(b) of this Agreement.

                  Lien -- any interest in Property  securing an obligation  owed
         to,  or a claim  by, a Person  other  than the  owner of the  Property,
         whether such interest is based on the common law,  statute or contract,
         and including, but not limited to, attachments,  judgments or tax liens
         and the  security  interest or lien  arising  from a mortgage,  deed of
         trust,  encumbrance,  pledge,  conditional  sale or trust  receipt or a
         lease,  consignment or bailment for security purposes.  The term "Lien"
         shall  include  reservations,  exceptions,  encroachments,   easements,
         rights-of-way,  covenants, conditions,  restrictions,  leases and other
         title exceptions and encumbrances  affecting Property.  For the purpose
         of this Agreement, GSRP shall be deemed to be the owner of any Property
         which it has acquired or holds subject to a conditional  sale agreement
         or other  arrangement  pursuant to which title to the Property has been
         retained by or vested in some other Person for security purposes.

                  Loan -- means, at any time, the aggregate principal balance of
         the  Steamboat  Loan,  the  Canyons  Loan,  the  *Sugarbush  Loan,  the
         *Sugarloaf   Loan,  the  Jordan  Bowl  Loan,  the  Attitash  Loan,  the
         Killington Loan and the Mt. Snow Loan.

                  Loan Costs -- as defined in Section 11.2 of this Agreement.

                  Loan  Disbursement   Agreement  --  means  that  certain  loan
         disbursement  agreement of even date  herewith  among the  Disbursement
         Agent,  GSRP and the  Lenders,  substantially  in the form of Exhibit C
         hereto, as amended from time to time. If the Administrative Agent shall
         be the Disbursement  Agent,  then "Loan  Disbursement  Agreement" shall
         refer  to  such  agreements,   letters  or  other  writings  which  the
         Administrative  Agent  and GSRP  shall  identify  from  time to time as
         memorializing their agreements with respect to disbursement services to
         be provided by the Administrative Agent.

                  Loan Exposure -- means, as the context may require, any one or
         more of the following:  Steamboat Loan Exposure, Canyons Loan Exposure,
         *Sugarbush  Loan Exposure,  *Sugarloaf  Loan Exposure,  the Jordan Bowl
         Loan Exposure, the Attitash Loan Exposure, the Killington Loan Exposure
         and/or the Mt. Snow Loan Exposure.

                  LSA I -- means that certain Loan and Security Agreement, dated
         as of August 1, 1997,  among GSRP,  Textron  Financial  Corporation and
         Green  Tree  Financial  Servicing  Corporation,  as  lenders,  and  the
         Administrative Agent I, as amended.

                  Maturity Date -- means, as the context may require, any one or
         more of the  following:  the Steamboat  Construction  Project  Advances
         Maturity Date, the *Sugarloaf  Construction  Project Advances  Maturity
         Date,  the Canyons  Construction  Project  Advances  Maturity Date, the
         *Sugarbush  Construction  Project Advances Maturity Date, the Steamboat
         Inventory  Maturity  Date, the *Sugarloaf  Inventory  Advance  Maturity
         Date,  the Canyons  Inventory  Advance  Maturity  Date,  the *Sugarbush
         Inventory Advance Maturity Date, the Steamboat Inventory Maturity Date,
         the  Jordan  Bowl  Inventory  Maturity  Date,  the  Attitash  Inventory
         Maturity Date, the Killington  Inventory Maturity Date and the Mt. Snow
         Inventory Maturity Date.

                    Maximum  Rate -- as defined in  Section  2.4(c)(iv)  of this
          Agreement.

                  Monthly  Average  Weighted  Loan  Balance  --  means,  for any
         calendar  month with  respect to each of the  Steamboat  Loan,  Canyons
         Loan,  *Sugarbush  Loan,  *Sugarloaf  Loan,  the Jordan Bowl Loan,  the
         Attitash Loan, the Killington  Loan and the Mt. Snow Loan, the quotient
         of

                           (a) the aggregate of the Daily Loan Balances for such
                  Loan  for each of the days of such  month in  respect  of such
                  Loan, divided by

                           (b)      the number of days in such month.

         For purposes of this  definition,  "Daily Loan Balance" shall mean, for
         any day and with respect to each of the Steamboat  Loan,  Canyons Loan,
         *Sugarbush  Loan,  *Sugarloaf  Loan, the Jordan Bowl Loan, the Attitash
         Loan, the Killington Loan and the Mt. Snow Loan, the principal  balance
         of  such  Loan   outstanding  as  of  the  close  of  business  of  the
         Administrative  Agent for such day after giving  effect to all payments
         received  and  Advances,  if any,  made during such day with respect to
         such Loan.

                  Monthly Rental Amount -- means

                  (a) with  respect to each  Construction  Project  and the Host
         Company Lease Agreement in respect thereof, the following:

                                    (i) Steamboat  Project - $198,999 per month,
                           which  shall   commence   to  be  payable   upon  the
                           completion  of the  construction  of  the  facilities
                           being leased at the Steamboat Project pursuant to the
                           Host Company Lease Agreement in respect thereof;

                                    (ii)   *Sugarloaf    Project   -   $[to   be
                           determined]  per month,  which  shall  commence to be
                           payable upon the  completion of the  construction  of
                           the facilities being leased at the *Sugarloaf Project
                           pursuant  to the  Host  Company  Lease  Agreement  in
                           respect thereof;

                                    (iii) Canyons  Project - $152,029 per month,
                           which  shall   commence   to  be  payable   upon  the
                           completion  of the  construction  of  the  facilities
                           being leased at the Canyons  Project  pursuant to the
                           Host Company Lease Agreement in respect thereof; and

                                    (iv)   *Sugarbush    Project   -   $[to   be
                           determined]  per month,  which  shall  commence to be
                           payable upon the  completion of the  construction  of
                           the facilities being leased at the *Sugarbush Project
                           pursuant  to the  Host  Company  Lease  Agreement  in
                           respect thereof.

                  (b) with  respect  to each  1997  Project  and the  Beneficial
         Improvement Agreements in respect thereof, the following:

                                    (i) Jordan Bowl Project - $71,400 per month,
                           which  shall   commence   to  be  payable   upon  the
                           completion  of the  construction  of  the  facilities
                           being leased at the Jordan Bowl  Project  pursuant to
                           the  Beneficial  Improvements  Agreement  in  respect
                           thereof;

                                    (ii) Killington Project - $92,600 per month,
                           which  shall   commence   to  be  payable   upon  the
                           completion  of the  construction  of  the  facilities
                           being leased at the  Killington  Project  pursuant to
                           the  Beneficial  Improvements  Agreement  in  respect
                           thereof; and

                                    (iii) Mt. Snow  Project - $29,000 per month,
                           which  shall   commence   to  be  payable   upon  the
                           completion  of the  construction  of  the  facilities
                           being leased at the Mt. Snow Project  pursuant to the
                           Beneficial Improvements Agreement in respect thereof.

                  Mt. Snow Assignment of Contracts -- means an assignment of the
         Contracts  arising  in  respect  of the sale of Mt.  Snow  Quartershare
         Interests  substantially  in the form of  Exhibit  V  attached  to this
         Agreement.

                  Mt.  Snow  Assignment  of  Declarant's  Rights  --  means  the
         assignment in respect of GSRP's  declarant's  rights under the Mt. Snow
         Declaration substantially in the form of Exhibit K-7 to this Agreement,
         as amended from time to time.

                  Mt. Snow Assignment of Property-Related Contracts -- means the
         assignment in respect of Property-Related  Contracts connected with the
         Mt.  Snow  Project  substantially  in the form of  Exhibit  Q-7 to this
         Agreement, as amended from time to time.

                    Mt.  Snow  Assignment  of Rents -- means the  Assignment  of
          Lease  and  Rents  in  respect  of the Mt.  Snow  Project  dated as of
          September 25, 1997, as amended from time to time.

                    Mt. Snow Architect -- means a duly licensed  architect under
          Vermont law approved by the Administrative Agent.

                    Mt. Snow  Association  -- means the Mount Snow Grand  Summit
          Hotel  and  Crown  Club  Owners  Association,   a  Vermont  non-profit
          corporation,  or any successor  association thereto as provided in the
          Mt. Snow Declaration.

                    Mt. Snow Blanket Mortgage -- means the Mortgage,  Assignment
          of Rents,  Security Agreement and Financing Statement  encumbering the
          Mt. Snow Project  dated as of September 25, 1997, as amended from time
          to time.

                  Mt. Snow CCR's -- means (a) that  certain  Grand  Summit Hotel
         and Crown Club at Mount Snow  Declaration  of  Protective  Covenants by
         GSRP, as declarant,  which is to be recorded in the land records of the
         Town of West Dover,  Vermont,  and which shall be  satisfactory  to the
         Administrative Agent in its discretion, as amended from time to time in
         accordance with the provisions hereof and (b) that certain  Declaration
         of  Easements  by and  between  GSRP and Mount  Snow,  Ltd.,  a Vermont
         corporation,  which is to be recorded in the applicable land records of
         the Town of West Dover,  Vermont,  and which shall be  satisfactory  in
         form and substance to the  Administrative  Agent in its discretion,  as
         amended from time to time in accordance with the provisions hereof.

                    Mt. Snow  Commercial  Common Areas and  Facilities  -- means
          those  areas at the Mt.  Snow  Project  that have been  designated  in
          accordance with the Mt. Snow  Declaration,  on the Mt. Snow Resort Map
          or by the  Mt.  Snow  Association  as  "Commercial  Common  Areas  and
          Facilities," as defined in the Mt. Snow  Declaration,  for the primary
          or exclusive use of the owners of Mt. Snow Commercial Units.

                    Mt. Snow Commercial  Unit -- means a commercial  condominium
          unit at the Mt. Snow Project.

                    Mt. Snow Commitment Period -- means, with respect to the Mt.
          Snow Project and the Mt. Snow Inventory  Advance to be made in respect
          thereof,  the period  commencing on the Closing Date and ending on the
          Mt. Snow Termination Date.

                    Mt.  Snow  Common  Elements  -- means  the real  estate  and
          improvements  located at the Mt. Snow  Project  other than those areas
          designated as Mt. Snow Residential  Units or Mt. Snow Commercial Units
          and,  with  respect to the Mt.  Snow  Residential  Units and Mt.  Snow
          Quartershare  Interests,  shall mean the Mt. Snow  Residential  Common
          Areas and Facilities and the Mt. Snow Common  Furnishings  and the Mt.
          Snow General Common Areas and Facilities  applicable thereto, and with
          respect  to  the  Mt.  Snow  Commercial  Units,  means  the  Mt.  Snow
          Commercial  Common  Areas  and  Facilities  and  the Mt.  Snow  Common
          Furnishings  and the Mt.  Snow  General  Common  Areas and  Facilities
          applicable thereto, in each case as more particularly  provided for in
          the Mt. Snow Declaration.

                    Mt.  Snow  Common   Furnishings   --  means  all  furniture,
          furnishings,   appliances,  fixtures  and  equipment,  and  all  other
          personal  property  from time to time owned or leased by the Mt.  Snow
          Association  at the Mt. Snow  Project for the use by the owners of Mt.
          Snow Residential Units, the Mt. Snow Quartershare Interests or the Mt.
          Snow Commercial Units.

                  Mt. Snow  Declaration  -- means that  certain  Declaration  of
         Condominium and Interval  Ownership,  Grand Summit Hotel and Crown Club
         at Mount Snow, by GSRP,  as  declarant,  which is to be recorded in the
         land  records of the Town of West  Dover,  Vermont,  and which shall be
         satisfactory to the Administrative Agent in its discretion,  as amended
         from time to time in accordance with the provisions hereof.

                  Mt. Snow Escrow  Agent -- means Key Bank in Rutland,  Vermont,
         or  such  escrowee  duly  authorized  to act as such  under  applicable
         Vermont law.

                    Mt. Snow General  Common Areas and  Facilities  -- means all
          "Common Areas and Facilities" (as defined in the Mt. Snow Declaration)
          other than the Mt. Snow  Residential  Common Areas and  Facilities and
          the Mt. Snow Commercial Common Areas and Facilities.

                    Mt.  Snow Host  Company -- as defined in the  definition  of
          "Beneficial Improvements Agreements" in this Section 1.1.

                    Mt.  Snow  Inventory  Advance -- as  defined in Section  2.2
               hereof.

                  Mt. Snow Inventory Advance Commitment-- means, with respect to
         each Mt. Snow Inventory Advance Lender, the amount set forth underneath
         its signature  hereto with respect to the Mt. Snow Inventory  Advances,
         provided that the amount of such  Commitment  shall be adjusted to give
         effect to any assumptions of such  Commitments  permitted under Section
         2.3(a)(i)  hereof and any  assignments of Commitments  permitted  under
         Section 2.6(b) hereof.

                  Mt.  Snow  Inventory  Advance  Lenders  -- means  the  Lenders
         identified  on the  signature  pages  hereto that have made an Mt. Snow
         Inventory  Advance  Commitment  (subject  to the terms  and  conditions
         hereof) to lend the amounts set forth under their respective  signature
         blocks in respect of the Mt.  Snow  Inventory  Advance,  together  with
         their  successors and permitted  assigns  pursuant to Section 2.6(b) of
         this Agreement.

                    Mt.  Snow  Inventory  Advance  Maturity  Date --  means  the
          January 2, 2001.

                    Mt.  Snow  Inventory  Advance  Note -- as defined in Section
          2.4(a) of this Agreement.

                    Mt. Snow Inventory Required Lenders -- means any one or more
          of the Mt. Snow  Inventory  Advance  Lenders  having or holding 51% or
          more of the Mt. Snow Loan Exposure.

                    Mt. Snow Loan -- means, at any time, the aggregate principal
          balance of the Mt. Snow Inventory Advance outstanding at such time.

                    Mt.  Snow Loan  Exposure -- means,  with  respect to any Mt.
          Snow Inventory Advance Lender,  as of any date of  determination,  (a)
          prior to the termination of the Mt. Snow Commitment  Period, the total
          of  the  Mt.  Snow  Inventory  Advance  Commitments  of the  Mt.  Snow
          Inventory  Advance  Lenders and (b) after the  termination  of the Mt.
          Snow Commitment Period, the aggregate principal amount of the Mt. Snow
          Inventory Advance outstanding on such date.

                  Mt. Snow Notes  -- means the Mt. Snow Inventory Advance Notes.

                  Mt. Snow Obligations -- means all sums now or hereafter loaned
         or advanced by any one or more the Mt. Snow Inventory  Advance  Lenders
         and/or the  Administrative  Agent to, or  otherwise  incurred  by, GSRP
         under this  Agreement in respect of the Mt. Snow Project,  the Mt. Snow
         Notes and/or any of the other Mt. Snow Security  Documents  (including,
         without  limitation,  accrued and unpaid interest in respect of the Mt.
         Snow Notes and Loan Costs  attributable  to the Mt. Snow Project and/or
         the Mt. Snow  Security  Documents),  and the full,  prompt and complete
         performance of all obligations  owed by, or undertakings or indemnities
         of,  GSRP in  respect  of the Mt.  Snow  Project  and/or  the Mt.  Snow
         Security Documents arising hereunder or thereunder.

                    Mt.  Snow  Project -- means  that  certain  resort  property
          commonly known as the Grand Summit Hotel and Crown Club at Mount Snow,
          situated on certain land located at Mount Snow,  West Dover,  Vermont,
          and particularly  described on Schedule 2-H attached hereto and made a
          part hereof,  and including all improvements now or hereafter  located
          on said land, and all facilities,  roadways, common furnishings,  club
          furnishings,   equipment   and  all  other   appurtenances   thereunto
          belonging.  The Mt.  Snow  Project  shall  include,  when the Mt. Snow
          Declaration is recorded,  the Mt. Snow Residential Units (if any), the
          Mt. Snow Quartershare Interests, the Mt. Snow Commercial Units and the
          Mt. Snow Common Elements.

                    Mt.   Snow   Project   Documents   --  means  the  Mt.  Snow
          Declaration,  the Articles of Incorporation and the By-Laws of the Mt.
          Snow  Association,  and the  rules  and  regulations  of the Mt.  Snow
          Association.

                  Mt.  Snow   Quartershare   Interest  --  means  the  "Interval
         Ownership   Interests"  as  defined  and  described  in  the  Mt.  Snow
         Declaration,  with the owner of such  interest  being  entitled  to the
         exclusive  right to the  possession,  use and  occupancy  of a Mt. Snow
         Residential  Unit during  thirteen (13) calendar weeks of each calendar
         year, as more particularly provided in the Mt. Snow Declaration.

                    Mt. Snow Residential Unit -- means a residential condominium
          unit at the Mt. Snow Project.

                    Mt. Snow  Residential  Common Areas and  Facilities -- means
          those  areas at the Mt.  Snow  Project  that have been  designated  in
          accordance with the Mt. Snow  Declaration,  on the Mt. Snow Resort Map
          or by the Mt.  Snow  Association  as  "Residential  Common  Areas  and
          Facilities," as defined in the Mt. Snow  Declaration,  for the primary
          or exclusive  use of the owners of Mt. Snow  Residential  Units or Mt.
          Snow Quartershare Interests.

                  Mt.  Snow Resort Map -- means the plat and floor plans for the
         Mt. Snow  Project to be recorded  in the real  property  records of the
         Town of West  Dover,  Vermont and which  shall be  satisfactory  to the
         Administrative Agent.

                    Mt. Snow  Required  Lenders -- means the Mt. Snow  Inventory
          Required Lenders.

                  Mt. Snow Termination Date -- means the earliest of

                           (a)  the  date  on  which  the  Lenders'  obligations
                  hereunder to make Advances are terminated  pursuant to Section
                  8.2(a) of this Agreement,

                           (b) the date on which the Obligations are accelerated
                  pursuant to Section 8.2(a) of this Agreement,

                           (c) the date on which any of the  Events  of  Default
                  set forth in Section 8.1(e) shall have occurred, and

                              (d)  the  day on  which  the  Mt.  Snow  Inventory
                    Advance is made hereunder.

                    1997  Inventory  Advance Date -- as defined in Section 6B of
          this Agreement.

                    1997 Inventory  Advance  Request -- as defined in Section 6B
          of this Agreement.

                    1997  Project(s) -- means,  as the context may require,  any
          one or more of the  following:  the Jordan Bowl Project,  the Attitash
          Project, the Killington Project and/or the Mt. Snow Project.

                  Nonconstruction  Cost Certificate -- means, as of any date and
         with respect to any Construction  Project, a certificate,  addressed to
         the Administrative Agent and in form and substance  satisfactory to the
         Administrative Agent, signed by GSRP, which

                           (a)  includes  as  an  attachment   thereto  the  TFC
                  Architect's   Nonconstruction   Cost   Certificate   for  such
                  Construction  Project in the case of any Construction  Project
                  Advance being made in respect of FF&E Costs,

                           (b) includes as an attachment  thereto  copies of all
                  invoices  and bills in  respect of FF&E  Costs  and/or  Sales,
                  Marketing & Other Costs for which GSRP is to be reimbursed, in
                  whole or part, by a  Construction  Project  Advance to be made
                  hereunder  in  respect  of  such   Construction   Project  and
                  certifies  the accuracy and  correctness  of such invoices and
                  bills,

                           (c)  certifies (i) the  aggregate  costs  incurred by
                  GSRP in respect of Construction  Costs,  FF&E Costs and Sales,
                  Marketing  & Other  Costs in each  case for such  Construction
                  Project  up to and  including  such date,  (ii) the  aggregate
                  amount of Equity Moneys and  Construction  Project Advances in
                  each case for such Construction Project utilized prior to such
                  date to satisfy,  in whole or part,  such Costs and (iii) that
                  the  unutilized  principal  amount of this  Agreement for such
                  Construction Project, the Construction Project Advances likely
                  to be  repaid  and  to be  reborrowable  in  respect  of  such
                  Construction  Project and the remaining Equity Moneys, if any,
                  are  sufficient to satisfy the remaining  Construction  Costs,
                  FF&E  Costs  and  Sales,  Marketing  & Other  Costs  for  such
                  Construction Project, and

                           (d) compares the actual costs  incurred in respect of
                  each line item in the  Budget  for such  Construction  Project
                  with  respect to such FF&E and Sales,  Marketing & Other Costs
                  with the projected amount thereof as of such date and explains
                  any material variance in respect thereof.

                  Notes -- means, as the context may require, any one or more of
         the following:  the Steamboat  Construction  Project Advance Notes, the
         Steamboat  Inventory  Advance Notes, the Canyons  Construction  Project
         Advance Notes,  the Canyons  Inventory  Advance  Notes,  the *Sugarbush
         Construction  Project Advance Notes, the *Sugarbush  Inventory  Advance
         Notes,   the  *Sugarloaf   Construction   Project  Advance  Notes,  the
         *Sugarloaf  Inventory  Advance Notes, the Jordan Bowl Inventory Advance
         Notes, the Attitash  Inventory Advance Notes, the Killington  Inventory
         Advance Notes and/or the Mt. Snow Inventory Advance Notes.

                  Note  Purchase  Agreement -- means that certain Note  Purchase
         Agreement,  dated as of  September  1,  1998,  between  GSRP and either
         Textron  Financial  Corporation  or TBS  Business  Services,  Inc.,  as
         amended from time to time.

                  Obligations  -- means all of the  Steamboat  Obligations,  the
         Canyons  Obligations,   the  *Sugarbush  Obligations,   the  *Sugarloaf
         Obligations, the Jordan Bowl Obligations, the Attitash Obligations, the
         Killington Obligations, the Mt. Snow Obligations and all other sums now
         or  hereafter  loaned,  advanced  or incurred by any one or more of the
         Lenders or the Administrative  Agent to or on behalf of GSRP under this
         Agreement,  the Notes and any other  Security  Document,  and the full,
         prompt  and  complete  performance  of  all  obligations  owed  by,  or
         undertakings or indemnities  of, GSRP arising  hereunder or thereunder.
         "Obligations"  shall also include GSRP's obligations and undertaking to
         or in favor of the "buyer" under the Note Purchase Agreement,  provided
         that if all of the Steamboat Obligations,  the Canyons Obligations, the
         *Sugarbush  Obligations,  the *Sugarloaf  Obligations,  the Jordan Bowl
         Obligations,  the Attitash Obligations, the Killington Obligations, the
         Mt.  Snow  Obligations  and all  other  sums now or  hereafter  loaned,
         advanced  or  incurred  by  any  one or  more  of  the  Lenders  or the
         Administrative Agent to or on behalf of GSRP under this Agreement,  the
         Notes and any other Security Document shall have been fully and finally
         paid and no Event of  Default  shall  exist  immediately  prior to such
         payment  in full,  then  "Obligations  shall be deemed  not to  include
         GSRP's  obligations and undertaking to or in favor of the "buyer" under
         the Note Purchase Agreement and, in such case, the Collateral shall not
         thereafter secure any of such obligations.

                    Parent -- means American  Skiing Company Resort  Properties,
          Inc., a Maine corporation.

                  Participating  Lender -- means any Person which (a) shall have
         been granted the right by a Lender to  participate  in the Note of such
         Lender and (b) shall have entered into a  participation  agreement with
         such Lender which shall provide,  inter alia,  that such  Participating
         Lender shall communicate and deal only with such Lender with respect to
         such Participating Lender's interest in such Note.

                    Permitted Exceptions -- means the title exceptions set forth
          in Schedule 4 of this Agreement.

                  Person  --  means  an  individual,  partnership,  corporation,
         trust,  unincorporated  organization,  limited  liability  company or a
         government or agency or political subdivision thereof.

                  Plans -- means,  with  respect  to any  Construction  Project,
         those  certain  plans,  specifications  and  designs  prepared  by  the
         Architect  for  such  Construction   Project  in  connection  with  the
         construction and development of such Construction Project.

                  Prepayment Premium -- with respect to any prepayment, in whole
         or part, of the Loan pursuant to Section 2.5(e) of this Agreement or as
         a result of the acceleration, in whole or part, of the Loan pursuant to
         Section 8.2 of this  Agreement,  means the  percentage set forth below,
         corresponding  to the date on which the Loan (or a portion  thereof) is
         prepaid or accelerated,  of the principal  balance of the Loan being so
         prepaid or accelerated at such time:
<TABLE>
<CAPTION>

=========================================================== =========================================================
IF PREPAYMENT IS MADE, OR ACCELERATION OCCURS, DURING THE          APPLICABLE PERCENTAGE OF PRINCIPAL AMOUNT
                    FOLLOWING PERIODS
=========================================================== =========================================================
<S>                                                                                    <C>
From and including the first Business Day of the 12th                                  3%
month following the Closing Date (not counting, for purposes of determining such
12th month,  the month in which the Closing Date occurs) to (but  excluding) the
last day of the 24th  month  following  the  Closing  Date  (not  counting,  for
purposes of  determining  such 24th month,  the month in which the Closing  Date
occurs)
=========================================================== =========================================================
From and including the first Business Day of the 24th                                  2%
month following the Closing Date (not counting, for purposes of determining such
24th month,  the month in which the Closing Date occurs) to (but  excluding) the
last day of the 36th  month  following  the  Closing  Date  (not  counting,  for
purposes of  determining  such 36th month,  the month in which the Closing  Date
occurs)
=========================================================== =========================================================
From and including the first Business Day of the 36th                                  1%
month following the Closing Date (not counting, for purposes of determining such
36th month,  the month in which the Closing Date occurs) to (but  excluding) the
last day of the 48th  month  following  the  Closing  Date  (not  counting,  for
purposes of  determining  such 48th month,  the month in which the Closing  Date
occurs)
=========================================================== =========================================================
On and after the first Business Day of the 48th month                                  0%
following the Closing Date (not counting, for purposes of
determining such 48th month, the month in which the
Closing Date occurs)
=========================================================== =========================================================
</TABLE>

         Anything contained herein to the contrary  notwithstanding  and for the
avoidance of doubt since prepayment of the Canyons Loan, the Steamboat Loan, the
*Sugarloaf Loan and the *Sugarbush Loan are not provided for during the first 12
months of the term hereof,  if such Loans shall be accelerated  during the first
12 months of the term hereof,  the Prepayment  Premium in respect  thereof shall
nonetheless be deemed to be 3%.

                    Prime  Rate -- as  defined in the  definition  of  "Interest
          Rate" in this Section 1.1.

                    Project(s) -- means, as the context may require,  any one or
          more of the  following:  the  Construction  Projects  and/or  the 1997
          Projects.

                  Project  Documents -- means,  as the context may require,  any
         one or more of the  following:  the Steamboat  Project  Documents,  the
         *Sugarloaf  Project  Documents,  the  Canyons  Project  Documents,  the
         *Sugarbush  Project Documents,  the Jordan Bowl Project Documents,  the
         Attitash Project Documents, the Killington Project Documents and/or Mt.
         Snow Project Documents.

                  Property  -- means any  interest  in any kind of  property  or
         asset  of GSRP,  whether  real,  personal  or  mixed,  or  tangible  or
         intangible.

                    Property-Related Contract -- as defined in Section 3.1(b) of
          this Agreement.

                  Project Required Lenders -- means, as the context may, any one
         or more of the following:  Steamboat Required Lenders, Canyons Required
         Lenders,  *Sugarbush Required Lenders, *Sugarloaf Required Lenders, the
         Jordan Bowl  Required  Lenders,  the  Attitash  Required  Lenders,  the
         Killington  Required  Lenders and/or the Mt. Snow Required  Lenders.  A
         "group of  Project  Required  Lenders"  shall mean and refer to, in the
         case of the Steamboat Required Lenders, the group of Lenders consisting
         of the Steamboat Construction Project Advance Lenders and the Steamboat
         Inventory Advance Lenders, in the case of the Canyons Required Lenders,
         the group of Lenders  consisting  of the Canyons  Construction  Project
         Advance Lenders and the Canyons Inventory Advance Lenders,  in the case
         of the *Sugarbush Required Lenders,  the group of Lenders consisting of
         the *Sugarbush  Construction Project Advance Lenders and the *Sugarbush
         Inventory  Advance  Lenders and in the case of the *Sugarloaf  Required
         Lenders, the group of Lenders consisting of the *Sugarloaf Construction
         Project Advance Lenders and the *Sugarloaf  Inventory  Advance Lenders,
         in the case of the Jordan Bowl Required  Lenders,  the group of Lenders
         consisting of the Jordan Bowl Inventory Advance Lenders, in the case of
         the Attitash Required Lenders,  the group of Lenders  consisting of the
         Attitash  Inventory  Advance  Lenders,  in the  case of the  Killington
         Required  Lenders,  the group of Lenders  consisting of the  Killington
         Inventory  Advance  Lenders  and, in the case of the Mt. Snow  Required
         Lenders,  the group of Lenders  consisting  of the Mt.  Snow  Inventory
         Advance Lenders.

                    Pro Rata Share -- means at any time a fraction determined as
          follows:

                  (a) with respect to any Steamboat Construction Project Advance
         Lender, the share of the Steamboat Loan Exposure of such Lender divided
         by the total Steamboat Loan Exposure, determined at such time,

                  (b) with respect to any Canyons  Construction  Project Advance
         Lender,  the share of the Canyons Loan Exposure of such Lender  divided
         by the total Canyons Loan Exposure, determined at such time,

                  (c)  with  respect  to  any  *Sugarbush  Construction  Project
         Advance  Lender,  the share of the  *Sugarbush  Loan  Exposure  of such
         Lender divided by the total  *Sugarbush  Loan  Exposure,  determined at
         such time,

                  (d)  with  respect  to  any  *Sugarloaf  Construction  Project
         Advance  Lender,  the share of the  *Sugarloaf  Loan  Exposure  of such
         Lender divided by the total  *Sugarloaf  Loan  Exposure,  determined at
         such time,

                  (e) with respect to any Steamboat  Inventory  Advance  Lender,
         the share of the Steamboat  Loan Exposure of such Lender divided by the
         total Steamboat Loan Exposure, determined at such time,

                  (f) with respect to any Canyons Inventory Advance Lender,  the
         share of the Canyons Loan Exposure of such Lender  divided by the total
         Canyons Loan Exposure, determined at such time,

                  (g) with respect to any *Sugarbush  Inventory  Advance Lender,
         the share of the *Sugarbush Loan Exposure of such Lender divided by the
         total *Sugarbush Loan Exposure, determined at such time,

                  (h) with respect to any *Sugarloaf  Inventory  Advance Lender,
         the share of the *Sugarloaf Loan Exposure of such Lender divided by the
         total *Sugarloaf Loan Exposure, determined at such time,

                  (i) with respect to any Jordan Bowl Inventory  Advance Lender,
         the share of the Jordan Bowl Loan  Exposure  of such Lender  divided by
         the total Jordan Bowl Loan Exposure, determined at such time,

                  (j) with respect to any Attitash Inventory Advance Lender, the
         share of the Attitash Loan Exposure of such Lender divided by the total
         Attitash Loan Exposure, determined at such time,

                  (k) with respect to any Killington  Inventory  Advance Lender,
         the share of the Killington Loan Exposure of such Lender divided by the
         total Killington Loan Exposure, determined at such time,

                  (l) with respect to any Mt. Snow Inventory Advance Lender, the
         share of the Mt. Snow Loan Exposure of such Lender divided by the total
         Mt. Snow Loan Exposure, determined at such time,

                  (m) with  respect to any Lender in  connection  with  Sections
         7.14 and 10.4, the share of the Loan Exposure of such Lender divided by
         the total Loan Exposure, determined at such time.

         If "Pro Rata Share"  shall be  determined  by  reference to one or more
Commitments with respect to which there shall be a Lender that shall have failed
to honor such Commitment (in whole or part), equitable adjustments shall be made
in this  definition to give effect to any other  Lenders that have  assumed,  in
whole or part, the Commitment of such  defaulting  Lender and not to give effect
to the holding by such defaulting Lender of such defaulted  Commitment.  For the
avoidance of doubt,  any reference in this  Agreement to the pro rata sharing of
any  payment  during  any  relevant  Commitment  Period  shall  be  based on the
calculation  of the  applicable  Loan Exposure that is, in turn,  based upon the
principal outstanding under the applicable component of the Loan at the relevant
point or points in time.

                  Purchaser -- as defined in the  definition  of  "Contract"  in
this Section 1.1.

                    Quartershare  Interest(s)  --  means,  as  the  context  may
          require, any one or more of the following:  the Steamboat Quartershare
          Interests,   the  *Sugarloaf  Quartershare   Interests,   the  Canyons
          Quartershare Interests,  the *Sugarbush  Quartershare  Interests,  the
          Jordan  Bowl  Quartershare   Interests,   the  Attitash   Quartershare
          Interests,  the Killington  Quartershare Interests and/or the Mt. Snow
          Quartershare Interests.

                  Quartershare   Mortgage   --  means,   with   respect  to  any
         Quartershare  Note,  a  mortgage  or  deed  of  trust  in  and  to  the
         Quartershare  Interest  whose purchase is being  financed,  in whole or
         part, by such Quartershare Note.

                  Quartershare Note -- means any promissory note made payable to
         the order of GSRP which  provides for payment of the deferred  purchase
         price of one or more Quartershare  Interests purchased by the Purchaser
         thereof.

                  Release Price -- means,

                           (a)  in  the  case  of  any  Steamboat   Quartershare
                  Interest,  (i) for so long as any  Steamboat  Obligations  are
                  outstanding, 100% of the dollar amount set forth on Schedule 3
                  hereto that corresponds to the particular type of Quartershare
                  Interest   listed   thereon  and  (ii)  after  the   Steamboat
                  Obligations  have been  fully  and  finally  paid,  50% of the
                  dollar amount set forth on Schedule 3 hereto that  corresponds
                  to  the  particular  type  of  Quartershare   Interest  listed
                  thereon,

                           (b) in the case of any Canyons Quartershare Interest,
                  (i) for so long as any Canyons  Obligations  are  outstanding,
                  100% of the dollar  amount set forth on Schedule 3 hereto that
                  corresponds to the particular  type of  Quartershare  Interest
                  listed  thereon  and (ii) after the Canyons  Obligations  have
                  been fully and  finally  paid,  50% of the  dollar  amount set
                  forth on Schedule 3 hereto that  corresponds to the particular
                  type of Quartershare Interest listed thereon,

                           (c)  in the  case  of any  Jordan  Bowl  Quartershare
                  Interest,  (i) for so long as any Jordan Bowl  Obligations are
                  outstanding, 100% of the dollar amount set forth on Schedule 3
                  hereto that corresponds to the particular type of Quartershare
                  Interest  listed  thereon  and  (ii)  after  the  Jordan  Bowl
                  Obligations  have been  fully  and  finally  paid,  50% of the
                  dollar amount set forth on Schedule 3 hereto that  corresponds
                  to  the  particular  type  of  Quartershare   Interest  listed
                  thereon,

                           (d)  in  the  case  of  any   Attitash   Quartershare
                  Interest,  (i)  for so long as any  Attitash  Obligations  are
                  outstanding, 100% of the dollar amount set forth on Schedule 3
                  hereto that corresponds to the particular type of Quartershare
                  Interest   listed   thereon   and  (ii)  after  the   Attitash
                  Obligations  have been  fully  and  finally  paid,  50% of the
                  dollar amount set forth on Schedule 3 hereto that  corresponds
                  to  the  particular  type  of  Quartershare   Interest  listed
                  thereon,

                           (e)  in  the  case  of  any  Killington  Quartershare
                  Interest,  (i) for so long as any Killington  Obligations  are
                  outstanding, 100% of the dollar amount set forth on Schedule 3
                  hereto that corresponds to the particular type of Quartershare
                  Interest   listed   thereon  and  (ii)  after  the  Killington
                  Obligations  have been  fully  and  finally  paid,  50% of the
                  dollar amount set forth on Schedule 3 hereto that  corresponds
                  to  the  particular  type  of  Quartershare   Interest  listed
                  thereon,

                           (f)  in  the  case  of  any  Mt.  Snow   Quartershare
                  Interest,  (i) for so long as any  Mt.  Snow  Obligations  are
                  outstanding, 100% of the dollar amount set forth on Schedule 3
                  hereto that corresponds to the particular type of Quartershare
                  Interest   listed   thereon   and  (ii)  after  the  Mt.  Snow
                  Obligations  have been  fully  and  finally  paid,  50% of the
                  dollar amount set forth on Schedule 3 hereto that  corresponds
                  to  the  particular  type  of  Quartershare   Interest  listed
                  thereon,

                           (g)  in  the  case  of  any  *Sugarbush  Quartershare
                  Interest,  (i) for so long as any *Sugarbush  Obligations  are
                  outstanding,  100% of [a dollar amount to be  determined]  and
                  (ii)  after the  *Sugarbush  Obligations  have been  fully and
                  finally paid, 50% of [a dollar amount to be determined], and

                           (h)  in  the  case  of  any  *Sugarloaf  Quartershare
                  Interest,  (i) for so long as any *Sugarloaf  Obligations  are
                  outstanding,  100% of [a dollar amount to be  determined]  and
                  (ii)  after the  *Sugarloaf  Obligations  have been  fully and
                  finally paid, 50% of [a dollar amount to be determined].

         If at any time during a  Commitment  Period,  there are no  Obligations
         outstanding,   the  Release  Price  in  respect  of  the  sale  of  any
         Quartershare  Interest  shall be $0.  With  respect  to the sale of any
         Commercial  Unit,  the release price shall be such amount as shall have
         been agreed between GSRP and the  Administrative  Agent and approved by
         the appropriate Project Required Lenders.

                  Required  Parties -- means  Lenders  that,  in the  aggregate,
         constitute each of the following:  (a) the Steamboat  Required  Lenders
         for so long as Steamboat  Loan  Exposure  shall exist,  (b) the Canyons
         Required  Lenders for so long as Canyons Loan Exposure shall exist, (c)
         the *Sugarbush Required Lenders for so long as *Sugarbush Loan Exposure
         shall  exist,  (d)  the  *Sugarloaf  Required  Lenders  for so  long as
         *Sugarloaf  Loan  Exposure  shall exist,  (e) the Jordan Bowl  Required
         Lenders for so long as Jordan Bowl Loan Exposure  shall exist,  (f) the
         Attitash  Required  Lenders for so long as Attitash Loan Exposure shall
         exist,  (g) the Killington  Required  Lenders for so long as Killington
         Loan Exposure shall exist and (h) the Mt. Snow Required  Lenders for so
         long  as  Mt.  Snow  Loan  Exposure  shall  exist.  After  all  of  the
         Obligations  in  respect  of the Loan  shall  have  been  paid in full,
         "Required  Parties"  shall have the  meaning  ascribed  to such term or
         concept in the Note Purchase Agreement.

                  Reservation Contract -- means any reservation contract between
         a  Person,  as a  potential  purchaser,  and  GSRP,  as  seller,  which
         agreement  provides  for the  reservation  by GSRP for  such  potential
         purchaser  of one  or  more  Quartershare  Interests  at the  Steamboat
         Project.

                  Residential Unit(s) -- means, as the context may require,  any
         one or more of the  following:  the Steamboat  Residential  Units,  the
         *Sugarloaf  Residential  Units,  the  Canyons  Residential  Units,  the
         *Sugarbush  Residential  Units, the Jordan Bowl Residential  Units, the
         Attitash Residential Units, the Killington Residential Units and/or the
         Mt. Snow Residential Units.

                    Resort Map(s) -- means, as the context may require,  any one
          or more of the  following:  the Steamboat  Resort Map, the  *Sugarloaf
          Resort Map,  the Canyons  Resort Map, the  *Sugarbush  Resort Map, the
          Jordan Bowl Resort Map, the Attitash Resort Map, the Killington Resort
          Map and/or the Mt. Snow Resort Map.

                  Retainage  Amount -- shall mean any one or more of the Canyons
         Retainage Amount or the Steamboat Retainage Amount.

                  Sales,  Marketing & Other Costs -- means,  with respect to any
         Construction  Project,  all  out-of-pocket  costs for such Construction
         Project  incurred by GSRP in  connection  with selling and marketing of
         the   Quartershare   Interests,    all   general   and   administrative
         out-of-pocket  costs of GSRP, all interest costs and loan or commitment
         fees of GSRP relating to such  Construction  Project,  all professional
         fees  of  GSRP  relating  to  such  Construction   Project   (including
         architectural,  accounting,  engineering  and legal fees) and all other
         out-of-pocket costs incurred by GSRP in connection with the development
         (for  purposes of the avoidance of doubt,  "development"  shall exclude
         construction),  sale and operation of such Construction Project and the
         maintenance of the Collateral relating to such Construction Project.

                    Security -- shall have the same  meaning as in Section  2(1)
          of the Securities Act of 1933, as amended.

                  Security Documents -- means the Steamboat Security  Documents,
         the Canyons Security Documents,  the *Sugarbush Security Documents, the
         *Sugarloaf Security Documents,  the Jordan Bowl Security Documents, the
         Attitash Security Documents,  the Killington Security Documents and the
         Mt.  Snow  Security  Documents,  including,  without  limitation,  this
         Agreement,  the Notes, all assignments of Contracts, all assignments of
         Property-Related  Contracts,  the Blanket Mortgages,  the Subordination
         Agreements, the Steamboat Assignment of Declarant's Rights, the proxies
         referred to in Section 3.9(c) hereof, the Loan Disbursement  Agreement,
         the collateral trust indenture to be entered into by Textron  Financial
         Corporation and GSRP in respect of the Jordan Bowl Project, as amended,
         and all  assignments,  instruments,  certificates,  notices  and  other
         documents now or hereafter  executed and  delivered in connection  with
         the transactions contemplated herein.

                  Steamboat  Architect -- means a duly licensed  architect under
         Colorado law approved by the Administrative Agent.

                  Steamboat  Assignment  of  Architect's  Contract  -- means the
         assignment  of GSRP's  rights under that certain  architect's  contract
         with the  Steamboat  Architect  in  respect  of the  Steamboat  Project
         substantially  in the form of Exhibit S to this  Agreement,  as amended
         from time to time.

                  Steamboat  Assignment  of Contracts -- means an  assignment of
         the  Contracts  arising in respect of the sale  Steamboat  Quartershare
         Interests  substantially  in the form of  Exhibit  V  attached  to this
         Agreement.

                  Steamboat  Assignment  of  Construction  Contract -- means the
         assignment of GSRP's rights under the Steamboat  Construction  Contract
         substantially  in the form of Exhibit T to this  Agreement,  as amended
         from time to time.

                  Steamboat  Assignment  of  Declarant's  Rights  --  means  the
         assignment in respect of GSRP's  declarant's rights under the Steamboat
         Declaration substantially in the form of Exhibit K-1 to this Agreement,
         as amended from time to time.

                  Steamboat  Assignment of  Property-Related  Contracts -- means
         the assignment in respect of Property-Related  Contracts connected with
         the Steamboat Project  substantially in the form of Exhibit Q-1 to this
         Agreement, as amended from time to time.

                  Steamboat Assignment of Rents -- means the Assignment of Lease
         and Rents in respect of the Steamboat Project substantially in the Form
         of Exhibit R-1 to the Agreement, as amended from time to time.

                  Steamboat  Association  -- means the GS Steamboat  Condominium
         Association,  a non-profit  corporation  established  under the laws of
         Colorado,  or any  successor  association  thereto as  provided  in the
         Steamboat Declaration.

                  Steamboat  Blanket  Mortgage -- means the Combination  Deed of
         Trust,  Security Agreement and Fixture Financing Statement  encumbering
         the Steamboat Project  substantially in the form of Exhibit B-1 to this
         Agreement, as amended from time to time.

                  Steamboat  Commitment  Period -- means,  with  respect  to the
         Steamboat  Project and the  Steamboat  Construction  Project  Advances,
         Steamboat  Interest Advances and the Steamboat  Inventory Advance to be
         made in respect thereof,  the period commencing on the Closing Date and
         ending on the Steamboat Termination Date.

                  Steamboat  Common Areas -- means those areas at the  Steamboat
         Project that have been  designated  in  accordance  with the  Steamboat
         Declaration,   on  the  Steamboat   Resort  Map  or  by  the  Steamboat
         Association  as "Common  Areas," as used and  defined in the  Steamboat
         Declaration,  for  the  primary  or  exclusive  use  of the  owners  of
         Steamboat  Residential  Units,  Steamboat  Quartershare  Interests  and
         Steamboat Commercial Units.

                    Steamboat Commercial Unit -- means a commercial  condominium
          unit at the Steamboat Project.

                  Steamboat Construction Contract -- means that certain Standard
         Form of Agreement between GSRP and the Steamboat General Contractor, as
         amended from time to time, as approved by the Administrative Agent.

                    Steamboat  Construction  Project  Advances  -- as defined in
          Section 2.1 hereof.

                  Steamboat  Construction  Project Advance  Commitment--  means,
         with respect to each Steamboat Construction Project Advance Lender, the
         amount set forth  underneath  its signature  hereto with respect to the
         making  of  Steamboat   Construction  Project  Advances  and  Steamboat
         Interest Advances, provided that the amount of such Commitment shall be
         adjusted  to  give  effect  to  any  assumptions  of  such  Commitments
         permitted  under  Section  2.3(a)(i)  hereof  and  any  assignments  of
         Commitments permitted under Section 2.6(b) hereof.

                  Steamboat  Construction  Project  Advance Lenders -- means the
         Lenders  identified  on the  signature  pages  hereto  that have made a
         Steamboat Construction Project Advance Commitment (subject to the terms
         and  conditions  hereof)  to lend the  amounts  set forth  under  their
         respective  signature  blocks  in  respect  of  Steamboat  Construction
         Project Advances and Steamboat Interest  Advances,  together with their
         successors  and permitted  assigns  pursuant to Section  2.6(b) of this
         Agreement.

                  Steamboat Construction Project Advances Maturity Date -- means
         the earlier of (a) the first  Business Day of the 24th month  following
         the date on which the first Steamboat  Construction  Project Advance is
         made (not  counting  the month in which such  Advance was made) and (b)
         the first  Business  Day of the 24th month  following  the Closing Date
         (not counting the month in which the Closing Date fell).

                    Steamboat Construction Project Advance Note -- as defined in
          Section 2.4(a) of this Agreement.

                  Steamboat Construction Project Borrowing Base -- means, on any
         date and with respect to the  Steamboat  Project,  80% of the aggregate
         amount of

                           (a)  Construction  Costs for the  Steamboat  Project,
                  FF&E Costs for the  Steamboat  Project and Sales,  Marketing &
                  Other Costs for the Steamboat Project incurred and paid for by
                  GSRP on or  prior to such  date in  respect  of the  Steamboat
                  Project  under  and in  accordance  with  the  Budget  for the
                  Steamboat Project plus

                           (b) pre-development  expenses and land values (net of
                  mortgage  debt)  for such  Project  set  forth on  Schedule  1
                  hereto,

         provided  that the  "Steamboat  Construction  Project  Borrowing  Base"
         shall, in no case, exceed the lesser of:

                           (i)      $77,100,000; and

                           (ii) the remainder of (A) $145,000,000, minus (B) the
                  sum of (1) the aggregate  outstanding principal balance of all
                  Construction    Project    Advances   other   than   Steamboat
                  Construction  Project  Advances  as  of  such  date,  (2)  the
                  aggregate  outstanding  principal  balance  of  all  Inventory
                  Advances  as of such  date and (3) the  aggregate  outstanding
                  principal  balance of Interest  Advances  other than Steamboat
                  Interest Advances as of such date.

                  Steamboat  Construction  Project Required Lenders -- means any
         one or more  of the  Steamboat  Construction  Project  Advance  Lenders
         having or holding 51% or more of the Steamboat Loan Exposure.

                  Steamboat  Declaration  -- means that certain  Declaration  of
         Condominium  and Plan for  Quarter  Share  Ownership  for Grand  Summit
         Resort Hotel, Steamboat by GSRP, as declarant,  which is to be recorded
         in the real  property  records of the Office of the Clerk and  Recorder
         for Routt County,  Colorado, as amended from time to time in accordance
         with the provisions hereof.

                  Steamboat  Escrow Agent -- means  Transnation  Title Insurance
         Company,  or  such  escrowee  duly  authorized  to  act as  such  under
         applicable Colorado law.

                  Steamboat  Final  Construction  Cost Advance -- means the last
         Steamboat Construction Project Advance in respect of Construction Costs
         for the  Steamboat  Project,  which shall have as its sole  purpose the
         financing of the payment of any unutilized  Steamboat  Retainage Amount
         under the Steamboat Construction Contract.

                  Steamboat General  Contractor -- means such general contractor
         as shall be acceptable to the Administrative Agent.

                  Steamboat Host Company -- means, with respect to the Steamboat
         Project, Steamboat Ski & Resort Corporation, a Delaware corporation.

                  Steamboat Host Company Lease Agreement -- means,  with respect
         to the Steamboat  Project,  that certain lease  agreement to be entered
         into  between GSRP and the  Steamboat  Host Company with respect to the
         Steamboat Commercial Unit.

                  Steamboat  Interest Advance -- as defined in Section 2.4(c) of
this Agreement.

                    Steamboat  Inventory  Advance -- as  defined in Section  2.2
          hereof.

                  Steamboat  Inventory Advance  Commitment-- means, with respect
         to each  Steamboat  Inventory  Advance  Lender,  the  amount  set forth
         underneath its signature hereto with respect to the Steamboat Inventory
         Advances, provided that the amount of such Commitment shall be adjusted
         to give effect to any assumptions of such  Commitments  permitted under
         Section  2.3(a)(i) hereof and any assignments of Commitments  permitted
         under Section 2.6(b) hereof.

                  Steamboat  Inventory  Advance  Lenders  -- means  the  Lenders
         identified  on  the  signature  pages  hereto  that  have  a  Steamboat
         Inventory  Advance  Commitment  (subject  to the terms  and  conditions
         hereof) to lend the amounts set forth under their respective  signature
         blocks in respect of the  Steamboat  Inventory  Advance,  together with
         their  successors and permitted  assigns  pursuant to Section 2.6(b) of
         this Agreement.

                  Steamboat Inventory Advance Maturity Date -- means the earlier
         of (a) the first  Business Day of the 24th month  following the date on
         which the Steamboat  Inventory  Advance is made (not counting the month
         in which such  Advance was made) and (b) the first  Business Day of the
         48th month  following the Closing Date (not counting the month in which
         the Closing Date fell).

                    Steamboat  Inventory  Advance  Note -- as defined in Section
          2.4(a) of this Agreement.

                  Steamboat  Inventory Required Lenders -- means any one or more
         of the Steamboat  Inventory  Advance  Lenders  having or holding 51% or
         more of the Steamboat Loan Exposure.

                  Steamboat Loan -- means, at any time, the aggregate  principal
         balance of all Steamboat  Construction  Project  Advances and Steamboat
         Interest Advances outstanding at such time and, after the making of the
         Steamboat  Inventory  Advance,  the principal  balance of the Steamboat
         Inventory Advance outstanding at such time.

                  Steamboat Loan Exposure -- means

                  (a) with respect to any Steamboat Construction Project Advance
         Lender, as of any date of  determination,  (i) prior to the termination
         of  the  Steamboat  Commitment  Period,  the  total  of  the  Steamboat
         Construction Project Advance Commitments of the Steamboat  Construction
         Project Advance Lenders and (ii) after the termination of the Steamboat
         Commitment  Period,  the  aggregate  principal  amount of the Steamboat
         Construction Project Advances outstanding on such date and

                  (b) with respect to any Steamboat Inventory Advance Lender, as
         of any  date of  determination,  (i)  prior to the  termination  of the
         Steamboat  Commitment  Period,  the  total of the  Steamboat  Inventory
         Advance Commitments of the Steamboat Inventory Advance Lenders and (ii)
         after the termination of the Steamboat Commitment Period, the aggregate
         principal amount of the Steamboat Inventory Advance outstanding on such
         date.

                  Steamboat  Limited  Common  Areas -- means  those areas at the
         Steamboat  Project that have been  designated  in  accordance  with the
         Steamboat Declaration,  on the Steamboat Resort Map or by the Steamboat
         Association  as  "Limited  Common  Areas,"  as used and  defined in the
         Steamboat  Declaration,  for the primary or exclusive use of certain of
         the  owners of  Steamboat  Residential  Units,  Steamboat  Quartershare
         Interests and Steamboat Commercial Units, as the case may be.

                  Steamboat  Notes -- means the Steamboat  Construction  Project
         Advance Notes and the Steamboat  Inventory  Advance Notes,  as the case
         may be.

                  Steamboat  Obligations  -- means  all  sums  now or  hereafter
         loaned or  advanced  by any one or more of the  Steamboat  Construction
         Project Advance Lenders, the Steamboat Inventory Advance Lenders and/or
         the Administrative  Agent to, or otherwise incurred by, GSRP under this
         Agreement in respect of the  Steamboat  Project,  the  Steamboat  Notes
         and/or  any of  the  other  Steamboat  Security  Documents  (including,
         without  limitation,  accrued  and  unpaid  interest  in respect of the
         Steamboat  Notes  and the  Loan  Costs  attributable  to the  Steamboat
         Project and/or the Steamboat Security Documents),  and the full, prompt
         and complete performance of all obligations owed by, or undertakings or
         indemnities  of, GSRP in respect of the  Steamboat  Project  and/or the
         Steamboat Security Documents arising hereunder or thereunder.

                  Steamboat  Project  --  means  that  certain  resort  property
         commonly  known as The Grand Summit Hotel and Crown Club at  Steamboat,
         situated on certain land located in Steamboat  Springs,  Colorado,  and
         particularly  described on Schedule 2-B attached hereto and made a part
         hereof, and including all improvements now or hereafter located on said
         land,  and  all  facilities,   roadways,   common   furnishings,   club
         furnishings, equipment and all other appurtenances thereunto belonging.
         Steamboat  Project shall include the  Steamboat  Residential  Units (if
         any), the Steamboat  Quartershare  Interests,  the Steamboat Commercial
         Units, the Steamboat Common Area and the Steamboat Limited Common Areas
         in respect of said land.

                  Steamboat   Project   Documents   --   means   the   Steamboat
         Declaration,  the  Articles  of  Incorporation  and the  By-Laws of the
         Steamboat  Association,  and the rules and regulations of the Steamboat
         Association.

                  Steamboat  Quartershare  Interest -- means the "Quarter  Share
         Estate," as described and defined in the Steamboat  Declaration and the
         By-Laws of the  Steamboat  Association,  with the owner of such  estate
         being  entitled  to the  exclusive  right  to the  possession,  use and
         occupancy of a Steamboat Residential Unit during thirteen (13) calendar
         weeks of each  calendar  year,  as more  particularly  provided  in the
         Steamboat Declaration.

                  Steamboat Required  Amortization Amount -- means, at any time,
         the quotient equal to the outstanding principal amount of the Steamboat
         Construction  Project  Advances  or,  after the  payment in full of the
         Steamboat   Construction  Project  Advances,  the  Steamboat  Inventory
         Advance,  determined  at such  time,  divided  by 80% of the  number of
         unsold Steamboat Quartershare Interests, determined at such time.

                  Steamboat  Required  Lenders  --  means,  as the  context  may
         require,  the Steamboat  Construction  Project  Required Lenders or the
         Steamboat Inventory Required Lenders.

                    Steamboat   Residential   Unit  --   means   a   residential
          condominium unit at the Steamboat Project.

                  Steamboat  Resort  Map -- means the plats and plans in respect
         of the Steamboat Project to be recorded in the real property records in
         the Office of the Clerk and  Recorder  for Routt  County,  Colorado and
         which shall be satisfactory to the Administrative Agent.

                    Steamboat  Retainage  Amount -- as defined in Section 2.1(a)
          of this Agreement.

                  Steamboat  Security  Documents -- means (a) this  Agreement to
         the extent  that it deals with the  Steamboat  Project,  the  Steamboat
         Construction  Project Advances,  the Steamboat Interest Advances and/or
         the Steamboat  Inventory  Advances,  (b) the Steamboat  Notes,  (c) the
         Steamboat Blanket Mortgage,  (d) the Steamboat Assignment of Rents, (e)
         the Steamboat Assignment of Contracts,  (f) the Steamboat Assignment of
         Property-Related   Contracts,  (g)  the  Steamboat  Assignment  of  the
         Construction  Contract, (h) the Steamboat Assignment of the Architect's
         Contract,  (i) the  Subordination  Agreement  executed by the Steamboat
         Host Company in respect of the Steamboat  Host Company  Lease,  (j) the
         Steamboat  Assignment of  Declarant's  Rights and (k) the proxy for the
         Steamboat Declaration referred to in Section 3.9(c) hereof.

                  Steamboat Termination Date -- means the earliest of

                           (a)  the  date  on  which  the  Lenders'  obligations
                  hereunder to make Advances are terminated  pursuant to Section
                  8.2(a) of this Agreement,

                           (b) the date on which the Obligations are accelerated
                  pursuant to Section 8.2(a) of this Agreement,

                           (c) the date on which any of the  Events  of  Default
                  set forth in Section 8.1(e) shall have occurred, and

                           (d)  the  day  immediately  preceding  the  Steamboat
                  Construction Project Advances Maturity Date.

         If the first  Construction  Project Advance in respect of the Steamboat
         Project  shall not have been made prior to December 15, 1998,  then the
         Steamboat Termination Date shall be deemed to be December 15, 1998.

                    Subordination Agreement -- as defined in Section 5.6 of this
          Agreement.

                  Subsequent Phase -- means

                           (a) the  expansion  of any or all of the Projects and
                  the Property and  improvements  located thereon (i) to include
                  additional  Property,  (ii) to accommodate the construction of
                  additional buildings  constituting the Projects,  and/or (iii)
                  to accommodate the expansion of any buildings  existing at the
                  Projects at the time of such expansion or

                           (b) the  construction  or  development  of any  other
                  hotel  projects  by  GSRP  similar  to any  one or more of the
                  Projects.

                  *Sugarbush  Architect -- means a duly licensed architect under
         Vermont law approved by the Administrative Agent.

                  *Sugarbush  Assignment  of  Architect's  Contract -- means the
         assignment  of GSRP's  rights under that certain  architect's  contract
         with the  *Sugarbush  Architect  in respect of the  *Sugarbush  Project
         substantially  in the form of Exhibit S to this  Agreement,  as amended
         from time to time.

                  *Sugarbush  Assignment of  Construction  Contract -- means the
         assignment of GSRP's rights under the *Sugarbush  Construction Contract
         substantially  in the form of Exhibit T to this  Agreement,  as amended
         from time to time.

                  *Sugarbush  Assignment  of Contracts -- means an assignment of
         the Contracts arising in respect of the sale of *Sugarbush Quartershare
         Interests  substantially  in the form of  Exhibit  V  attached  to this
         Agreement.

                  *Sugarbush  Assignment  of  Declarant's  Rights  -- means  the
         assignment in respect of GSRP's declarant's rights under the *Sugarbush
         Declaration substantially in the form of Exhibit K-3 to this Agreement,
         as amended from time to time.

                  *Sugarbush  Assignment of Property-Related  Contracts -- means
         the assignment in respect of Property-Related  Contracts connected with
         the *Sugarbush Project substantially in the form of Exhibit Q-3 to this
         Agreement, as amended from time to time.

                  *Sugarbush  Assignment  of Rents -- means  the  Assignment  of
         Lease and Rents in respect of the *Sugarbush  Project  substantially in
         the Form of Exhibit R-3 to the Agreement, as amended from time to time.

                  *Sugarbush  Association -- means the  *Sugarbush  Grand Summit
         Hotel  and  Crown  Club  Owners   Association,   a  Vermont  non-profit
         corporation,  or any successor  association  thereto as provided in the
         *Sugarbush Declaration.

                  *Sugarbush   Blanket   Mortgage(s)   --  means  the  Mortgage,
         Assignment of Rents and Fixture  Financing  Statement  encumbering  the
         *Sugarbush  Project  substantially  in the form of Exhibit  B-3 to this
         Agreement, as amended from time to time.

                  *Sugarbush  CCR's -- means (a) that certain Grand Summit Hotel
         and Crown Club at *Sugarbush  Declaration  of  Protective  Covenants by
         GSRP, as declarant,  which is to be recorded in the land records of the
         Town of  Warren,  Vermont,  and  which  shall  be  satisfactory  to the
         Administrative Agent in its discretion, as amended from time to time in
         accordance with the provisions hereof and (b) that certain  Declaration
         of Easements by and between GSRP and *Sugarbush Resort Holdings,  Inc.,
         a Vermont  corporation,  which is to be recorded in the applicable land
         records of the Town of Warren, Vermont, and which shall be satisfactory
         in form and substance to the Administrative Agent in its discretion, as
         amended from time to time in accordance with the provisions hereof.

                  *Sugarbush  Commercial  Common Areas and  Facilities  -- means
         those areas at the  *Sugarbush  Project  that have been  designated  in
         accordance with the *Sugarbush  Declaration,  on the *Sugarbush  Resort
         Map or by the *Sugarbush  Association  as "Commercial  Common Areas and
         Facilities," as defined in the *Sugarbush Declaration,  for the primary
         or exclusive use of the owners of *Sugarbush Commercial Units.

                    *Sugarbush Commercial Unit -- means a commercial condominium
          unit at the *Sugarbush Project.

                  *Sugarbush  Commitment  Period -- means,  with  respect to the
         *Sugarbush  Project and the *Sugarbush  Construction  Project Advances,
         *Sugarbush Interest Advances and the *Sugarbush Inventory Advance to be
         made in respect thereof,  the period commencing on the Closing Date and
         ending on the *Sugarbush Termination Date.

                  *Sugarbush  Common  Elements  --  means  the real  estate  and
         improvements  located at the *Sugarbush  Project other than those areas
         designated as  *Sugarbush  Residential  Units or *Sugarbush  Commercial
         Units  and,  with  respect  to the  *Sugarbush  Residential  Units  and
         *Sugarbush   Quartershare   Interests,   shall   mean  the   *Sugarbush
         Residential  Common  Areas and  Facilities  and the  *Sugarbush  Common
         Furnishings  and the  *Sugarbush  General  Common Areas and  Facilities
         applicable  thereto,  and with  respect  to the  *Sugarbush  Commercial
         Units, means the *Sugarbush  Commercial Common Areas and Facilities and
         the *Sugarbush  Common  Furnishings  and the *Sugarbush  General Common
         Areas  and  Facilities   applicable  thereto,  in  each  case  as  more
         particularly provided for in the *Sugarbush Declaration.

                  *Sugarbush   Common   Furnishings   --  means  all  furniture,
         furnishings, appliances, fixtures and equipment, and all other personal
         property  from  time  to  time  owned  or  leased  by  the   *Sugarbush
         Association  at the  *Sugarbush  Project  for the use by the  owners of
         *Sugarbush Residential Units, the *Sugarbush  Quartershare Interests or
         the *Sugarbush Commercial Units.

                  *Sugarbush   Construction   Contract  --  means  that  certain
         Standard  Form of  Agreement  between GSRP and the  *Sugarbush  General
         Contractor,  as  amended  from time to time,  and  satisfactory  to the
         Administrative Agent.

                    *Sugarbush  Construction  Project  Advances -- as defined in
          Section 2.1 hereof.

                  *Sugarbush  Construction  Project Advance  Commitment-- means,
         with respect to each  *Sugarbush  Construction  Project Advance Lender,
         the amount set forth  underneath  its signature  hereto with respect to
         the making of *Sugarbush  Construction  Project Advances and *Sugarbush
         Interest Advances, provided that the amount of such Commitment shall be
         adjusted  to  give  effect  to  any  assumptions  of  such  Commitments
         permitted  under  Section  2.3(a)(i)  hereof  and  any  assignments  of
         Commitments permitted under Section 2.6(b) hereof.

                  *Sugarbush  Construction  Project Advance Lenders -- means the
         Lenders  identified  on the  signature  pages  hereto  that have made a
         *Sugarbush  Construction  Project  Advance  Commitment  (subject to the
         terms and conditions  hereof) to lend the amounts set forth under their
         respective  signature  blocks in  respect  of  *Sugarbush  Construction
         Project Advances and *Sugarbush Interest Advances,  together with their
         successors  and permitted  assigns  pursuant to Section  2.6(b) of this
         Agreement.

                  *Sugarbush  Construction  Project  Advances  Maturity  Date --
         means the  earlier  of (a) the  first  Business  Day of the 24th  month
         following the date on which the first *Sugarbush  Construction  Project
         Advance is made (not counting the month in which such Advance was made)
         and (b) the first Business Day of the 24th month  following the Closing
         Date (not counting the month in which the Closing Date fell).

                    *Sugarbush  Construction  Project Advance Note -- as defined
          in Section 2.4(a) of this Agreement.

                  *Sugarbush  Construction  Project  Borrowing Base -- means, on
         any  date  and  with  respect  to the  *Sugarbush  Project,  80% of the
         aggregate amount of

                           (a)  Construction  Costs for the *Sugarbush  Project,
                  FF&E Costs for the *Sugarbush  Project and Sales,  Marketing &
                  Other Costs for the *Sugarbush  Project  incurred and paid for
                  by GSRP on or prior to such date in respect of the  *Sugarbush
                  Project  under  and in  accordance  with  the  Budget  for the
                  *Sugarbush Project plus

                           (b) pre-development  expenses and land values (net of
                  mortgage  debt)  for such  Project  set  forth on  Schedule  1
                  hereto,

         provided that the  "*Sugarbush  Construction  Project  Borrowing  Base"
         shall, in no case, exceed the lesser of:

                           (i)      $[to be determined]; and

                           (ii) the remainder of (A) [to be  determined],  minus
                  (B) the sum of (1) the aggregate outstanding principal balance
                  of all  Construction  Project  Advances other than  *Sugarbush
                  Construction  Project  Advances  as  of  such  date,  (2)  the
                  aggregate  outstanding  principal  balance  of  all  Inventory
                  Advances  as of such  date and (3) the  aggregate  outstanding
                  principal  balance of Interest  Advances other than *Sugarbush
                  Interest Advances as of such date.

                  *Sugarbush  Construction Project Required Lenders -- means any
         one or more of the  *Sugarbush  Construction  Project  Advance  Lenders
         having or holding 51% or more of the *Sugarbush Loan Exposure.

                  *Sugarbush  Declaration  -- means that certain  Declaration of
         Condominium and Interval  Ownership,  Grand Summit Hotel and Crown Club
         at  *Sugarbush,  by GSRP, as declarant,  which is to be recorded in the
         land  records  of the  Town of  Warren,  Vermont,  and  which  shall be
         satisfactory to the Administrative Agent in its discretion,  as amended
         from time to time in accordance with the provisions hereof.

                  *Sugarbush Escrow Agent -- means [a bank to be determined], or
         such escrowee duly authorized to act as such under  applicable  Vermont
         law.

                  *Sugarbush Final  Construction  Cost Advance -- means the last
         *Sugarbush  *Construction  Project  Advance in respect of  Construction
         Costs for the *Sugarbush Project,  which shall have as its sole purpose
         the  financing of the payment of any  unutilized  *Sugarbush  Retainage
         Amount under the *Sugarbush Construction Contract.

                  *Sugarbush  General  Common Areas and  Facilities -- means all
         "Common   Areas  and   Facilities"   (as  defined  in  the   *Sugarbush
         Declaration)  other than the  *Sugarbush  Residential  Common Areas and
         Facilities and the *Sugarbush Commercial Common Areas and Facilities.

                  *Sugarbush General Contractor -- means such general contractor
         as shall be acceptable to the Administrative Agent.

                  *Sugarbush  Host  Company  --  means,   with  respect  to  the
         *Sugarbush  Project,   *Sugarbush  Resort  Holdings,  Inc.,  a  Vermont
         corporation.

                  *Sugarbush Host Company Lease Agreement -- means, with respect
         to the *Sugarbush  Project,  that certain lease agreement to be entered
         into  between  GSRP and the  *Sugarbush  Host  Company  with respect to
         certain infrastructure items located at the *Sugarbush Project.

                    *Sugarbush  Interest Advance -- as defined in Section 2.4(c)
          of this Agreement.

                    *Sugarbush  Inventory  Advance -- as defined in Section  2.2
          hereof.

                  *Sugarbush  Inventory Advance Commitment-- means, with respect
         to each  *Sugarbush  Inventory  Advance  Lender,  the  amount set forth
         underneath  its  signature   hereto  with  respect  to  the  *Sugarbush
         Inventory  Advances,  provided that the amount of such Commitment shall
         be  adjusted  to give  effect to any  assumptions  of such  Commitments
         permitted  under  Section  2.3(a)(i)  hereof  and  any  assignments  of
         Commitments permitted under Section 2.6(b) hereof.

                  *Sugarbush  Inventory  Advance  Lenders  -- means the  Lenders
         identified  on the  signature  pages hereto that have made a *Sugarbush
         Inventory  Advance  Commitment  (subject  to the terms  and  conditions
         hereof) to lend the amounts set forth under their respective  signature
         blocks in respect of the *Sugarbush  Inventory  Advance,  together with
         their  successors and permitted  assigns  pursuant to Section 2.6(b) of
         this Agreement.

                  *Sugarbush  Inventory  Advance  Maturity  Date  --  means  the
         earlier of (a) the first  Business Day of the 24th month  following the
         date on which the  *Sugarbush  Inventory  Advance is made (not counting
         the month in which such  Advance  was made) and (b) the first  Business
         Day of the 48th month  following  the Closing  Date (not  counting  the
         month in which the Closing Date fell).

                    *Sugarbush  Inventory  Advance Note -- as defined in Section
          2.4(a) of this Agreement.

                  *Sugarbush Inventory Required Lenders -- means any one or more
         of the *Sugarbush  Inventory  Advance  Lenders having or holding 51% or
         more of the *Sugarbush Loan Exposure.

                  *Sugarbush Loan -- means, at any time, the aggregate principal
         balance of all *Sugarbush  Construction Project Advances and *Sugarbush
         Interest Advances outstanding at such time and, after the making of the
         *Sugarbush  Inventory Advance,  the principal balance of the *Sugarbush
         Inventory Advance outstanding at such time.

                  *Sugarbush Loan Exposure -- means

                  (a)  with  respect  to  any  *Sugarbush  Construction  Project
         Advance  Lender,  as of any  date of  determination,  (i)  prior to the
         termination  of the  *Sugarbush  Commitment  Period,  the  total of the
         *Sugarbush  Construction  Project Advance Commitments of the *Sugarbush
         Construction  Project Advance Lenders and (ii) after the termination of
         the *Sugarbush Commitment Period, the aggregate principal amount of the
         *Sugarbush Construction Project Advances outstanding on such date and

                  (b) with respect to any *Sugarbush  Inventory  Advance Lender,
         as of any date of  determination,  (i) prior to the  termination of the
         *Sugarbush  Commitment  Period,  the total of the *Sugarbush  Inventory
         Advance  Commitments of the *Sugarbush  Inventory  Advance  Lenders and
         (ii) after the  termination of the *Sugarbush  Commitment  Period,  the
         aggregate   principal  amount  of  the  *Sugarbush   Inventory  Advance
         outstanding on such date.

                  *Sugarbush Notes -- means the *Sugarbush  Construction Project
         Advance Notes and the *Sugarbush  Inventory  Advance Notes, as the case
         may be.

                  *Sugarbush  Obligations  -- means  all  sums now or  hereafter
         loaned  or  advanced  by any  one or  more  of the  *Sugarbush  Project
         Construction  Advance Lenders, the *Sugarbush Inventory Advance Lenders
         and/or the  Administrative  Agent to, or  otherwise  incurred  by, GSRP
         under  this  Agreement  in  respect  of  the  *Sugarbush  Project,  the
         *Sugarbush Notes and/or any of the other *Sugarbush  Security Documents
         (including,  without limitation, accrued and unpaid interest in respect
         of  the  *Sugarbush  Notes  and  the  Loan  Costs  attributable  to the
         *Sugarbush Project and/or the *Sugarbush Security  Documents),  and the
         full,  prompt and complete  performance of all obligations  owed by, or
         undertakings  or  indemnities  of,  GSRP in respect  of the  *Sugarbush
         Project and/or the *Sugarbush  Security  Documents arising hereunder or
         thereunder.

                  *Sugarbush  Project  -- means  that  certain  resort  property
         commonly  known as the Grand Summit Hotel and Crown Club at *Sugarbush,
         situated on certain land located at *Sugarbush,  Warren,  Vermont,  and
         particularly  described on Schedule 2-C attached hereto and made a part
         hereof, and including all improvements now or hereafter located on said
         land,  and  all  facilities,   roadways,   common   furnishings,   club
         furnishings, equipment and all other appurtenances thereunto belonging.
         The *Sugarbush Project shall include,  when the *Sugarbush  Declaration
         is  recorded,   the  *Sugarbush   Residential   Units,  the  *Sugarbush
         Quartershare  Interests,   the  *Sugarbush  Commercial  Units  and  the
         *Sugarbush Common Elements.

                  *Sugarbush   Project   Documents   --  means  the   *Sugarbush
         Declaration,  the  Articles  of  Incorporation  and the  By-Laws of the
         *Sugarbush Association, and the rules and regulations of the *Sugarbush
         Association.

                  *Sugarbush   Quartershare  Interest  --  means  the  "Interval
         Ownership  Interests"  as  defined  and  described  in  the  *Sugarbush
         Declaration,  with the owner of such  interest  being  entitled  to the
         exclusive  right to the  possession,  use and occupancy of a *Sugarbush
         Residential  Unit during  thirteen (13) calendar weeks of each calendar
         year, as more particularly provided in the *Sugarbush Declaration.

                  *Sugarbush Required Amortization Amount -- means, at any time,
         the  quotient  equal  to  the  outstanding   principal  amount  of  the
         *Sugarbush  Construction Project Advances or, after the payment in full
         of  the  *Sugarbush   Construction  Project  Advances,  the  *Sugarbush
         Inventory  Advance,   determined  at  such  time,  divided  by  [to  be
         determined] of the number of unsold *Sugarbush  Quartershare Interests,
         determined at such time.

                    *Sugarbush   Residential   Unit  --   means  a   residential
          condominium unit at the *Sugarbush Project.

                  *Sugarbush  Residential  Common Areas and  Facilities -- means
         those areas at the  *Sugarbush  Project  that have been  designated  in
         accordance with the *Sugarbush  Declaration,  on the *Sugarbush  Resort
         Map or by the *Sugarbush  Association as "Residential  Common Areas and
         Facilities," as defined in the *Sugarbush Declaration,  for the primary
         or  exclusive  use of the  owners of  *Sugarbush  Residential  Units or
         *Sugarbush Quartershare Interests.

                  *Sugarbush  Required  Lenders  -- means,  as the  context  may
         require,  the *Sugarbush  Construction  Project Required Lenders or the
         *Sugarbush Inventory Required Lenders.

                  *Sugarbush  Resort  Map -- means the plat and floor  plans for
         the *Sugarbush  Project to be recorded in the real property  records of
         the Town of Warren,  Vermont  and which  shall be  satisfactory  to the
         Administrative Agent.

                    *Sugarbush  Retainage Amount -- as defined in Section 2.1(c)
          of this Agreement.

                  *Sugarbush  Security  Documents -- means (a) this Agreement to
         the extent that it deals with the  *Sugarbush  Project,  the *Sugarbush
         Construction Project Advances,  the *Sugarbush Interest Advances and/or
         the *Sugarbush  Inventory  Advances,  (b) the *Sugarbush Notes, (c) the
         *Sugarbush  Blanket Mortgage,  (d) the *Sugarbush  Assignment of Rents,
         (e)  the  *Sugarbush  Assignment  of  Contracts,   (f)  the  *Sugarbush
         Assignment of Property-Related Contracts, (g) the *Sugarbush Assignment
         of the  Construction  Contract,  (h) the  *Sugarbush  Assignment of the
         Architect's Contract,  (i) the Subordination  Agreement executed by the
         *Sugarbush  Host  Company  in respect of the  *Sugarbush  Host  Company
         Lease, (j) the *Sugarbush  Assignment of Declarant's Rights and (k) the
         proxy for the  *Sugarbush  Declaration  referred  to in Section  3.9(c)
         hereof.

                  *Sugarbush Termination Date -- means the earliest of

                           (a)  the  date  on  which  the  Lenders'  obligations
                  hereunder to make Advances are terminated  pursuant to Section
                  8.2(a) of this Agreement,

                           (b) the date on which the Obligations are accelerated
                  pursuant to Section 8.2(a) of this Agreement,

                           (c) the date on which any of the  Events  of  Default
                  set forth in Section 8.1(e) shall have occurred, and

                           (d)  the day  immediately  preceding  the  *Sugarloaf
                  Construction Project Advances Maturity Date.

         If the first Construction  Project Advance in respect of the *Sugarbush
         Project  shall not have been made  prior to [a date to be  determined],
         then the *Sugarbush  Termination  Date shall be deemed to be [a date to
         be determined].

                  *Sugarloaf  Architect -- means a duly licensed architect under
         Maine law approved by the Administrative Agent.

                  *Sugarloaf  Assignment  of  Architect's  Contract -- means the
         assignment  of GSRP's  rights under that certain  architect's  contract
         with the  *Sugarloaf  Architect  in respect of the  *Sugarloaf  Project
         substantially  in the form of Exhibit S to this  Agreement,  as amended
         from time to time.

                  *Sugarloaf  Assignment of  Construction  Contract -- means the
         assignment of GSRP's rights under the *Sugarloaf  Construction Contract
         substantially  in the form of Exhibit T to this  Agreement,  as amended
         from time to time.

                  *Sugarloaf  Assignment  of Contracts -- means an assignment of
         the Contracts arising in respect of the sale of *Sugarloaf Quartershare
         Interests  substantially  in the form of  Exhibit  V  attached  to this
         Agreement.

                  *Sugarloaf  Assignment  of  Declarant's  Rights  -- means  the
         assignment in respect of GSRP's declarant's rights under the *Sugarloaf
         Declaration substantially in the form of Exhibit K-4 to this Agreement,
         as amended from time to time.

                  *Sugarloaf  Assignment of Property-Related  Contracts -- means
         the assignment in respect of Property-Related  Contracts connected with
         the *Sugarloaf Project substantially in the form of Exhibit Q-4 to this
         Agreement, as amended from time to time.

                  *Sugarloaf  Assignment  of Rents -- means  the  Assignment  of
         Lease and Rents in respect of the *Sugarloaf  Project  substantially in
         the Form of Exhibit R-4 to the Agreement, as amended from time to time.

                  *Sugarloaf  Association -- means the  *Sugarloaf  Grand Summit
         Hotel  and  Crown  Club   Owners   Association,   a  Maine   non-profit
         corporation,  or any successor  association  thereto as provided in the
         *Sugarloaf Declaration.

                  *Sugarloaf   Blanket   Mortgage(s)   --  means  the  Mortgage,
         Assignment of Rents and Security  Agreement  encumbering the *Sugarloaf
         Project substantially in the form of Exhibit B-4 to this Agreement,  as
         amended from time to time.

                  *Sugarloaf  CCR's -- means (a) that certain Grand Summit Hotel
         and Crown Club at *Sugarloaf  Declaration  of  Protective  Covenants by
         GSRP,  as  declarant,  which is to be recorded  in the land  records of
         Franklin  County,  Maine,  and  which  shall  be  satisfactory  to  the
         Administrative Agent in its discretion, as amended from time to time in
         accordance with the provisions hereof and (b) that certain  Declaration
         of Easements by and between GSRP and *Sugarloaf Mountain Corporation, a
         Maine  corporation,  which is to be  recorded  in the  applicable  land
         records of Franklin  County,  Maine, and which shall be satisfactory in
         form and substance to the  Administrative  Agent in its discretion,  as
         amended from time to time in accordance with the provisions hereof.

                  *Sugarloaf  Commercial  Common Areas and  Facilities  -- means
         those areas at the  *Sugarloaf  Project  that have been  designated  in
         accordance with the *Sugarloaf  Declaration,  on the *Sugarloaf  Resort
         Map or by the *Sugarloaf  Association  as "Commercial  Common Areas and
         Facilities," as defined in the *Sugarloaf Declaration,  for the primary
         or exclusive use of the owners of *Sugarloaf Commercial Units.

                    *Sugarloaf Commercial Unit -- means a commercial condominium
          unit at the *Sugarloaf Project.

                  *Sugarloaf  Commitment  Period -- means,  with  respect to the
         *Sugarloaf  Project and the *Sugarloaf  Construction  Project Advances,
         *Sugarloaf Interest Advances and the *Sugarloaf Inventory Advance to be
         made in respect thereof,  the period commencing on the Closing Date and
         ending on the *Sugarloaf Termination Date.

                  *Sugarloaf  Common  Elements  --  means  the real  estate  and
         improvements  located at the *Sugarloaf  Project other than those areas
         designated as  *Sugarloaf  Residential  Units or *Sugarloaf  Commercial
         Units  and,  with  respect  to the  *Sugarloaf  Residential  Units  and
         *Sugarloaf   Quartershare   Interests,   shall   mean  the   *Sugarloaf
         Residential  Common  Areas and  Facilities  and the  *Sugarloaf  Common
         Furnishings  and the  *Sugarloaf  General  Common Areas and  Facilities
         applicable  thereto,  and with  respect  to the  *Sugarloaf  Commercial
         Units, means the *Sugarloaf  Commercial Common Areas and Facilities and
         the *Sugarloaf  Common  Furnishings  and the *Sugarloaf  General Common
         Areas  and  Facilities   applicable  thereto,  in  each  case  as  more
         particularly provided for in the *Sugarloaf Declaration.

                  *Sugarloaf   Common   Furnishings   --  means  all  furniture,
         furnishings, appliances, fixtures and equipment, and all other personal
         property  from  time  to  time  owned  or  leased  by  the   *Sugarloaf
         Association  at the  *Sugarloaf  Project  for the use by the  owners of
         *Sugarloaf Residential Units, the *Sugarloaf  Quartershare Interests or
         the *Sugarloaf Commercial Units.

                  *Sugarloaf   Construction   Contract  --  means  that  certain
         Standard  Form of  Agreement  between GSRP and the  *Sugarloaf  General
         Contractor,  as  amended  from time to time,  and  satisfactory  to the
         Administrative Agent.

                    *Sugarloaf  Construction  Project  Advances -- as defined in
          Section 2.1 hereof.

                  *Sugarloaf  Construction  Project Advance  Commitment-- means,
         with respect to each  *Sugarloaf  Construction  Project Advance Lender,
         the amount set forth  underneath  its signature  hereto with respect to
         the making of *Sugarloaf  Construction  Project Advances and *Sugarloaf
         Interest Advances, provided that the amount of such Commitment shall be
         adjusted  to  give  effect  to  any  assumptions  of  such  Commitments
         permitted  under  Section  2.3(a)(i)  hereof  and  any  assignments  of
         Commitments permitted under Section 2.6(b) hereof.

                  *Sugarloaf  Construction  Project Advance Lenders -- means the
         Lenders  identified  on the  signature  pages  hereto  that have made a
         *Sugarloaf  Construction  Project  Advance  Commitment  (subject to the
         terms and conditions  hereof) to lend the amounts set forth under their
         respective  signature  blocks in  respect  of  *Sugarloaf  Construction
         Project Advances and *Sugarloaf Interest Advances,  together with their
         successors  and permitted  assigns  pursuant to Section  2.6(b) of this
         Agreement.

                  *Sugarloaf  Construction  Project  Advances  Maturity  Date --
         means the  earlier  of (a) the  first  Business  Day of the 24th  month
         following the date on which the first *Sugarloaf  Construction  Project
         Advance is made (not counting the month in which such Advance was made)
         and (b) the first Business Day of the 24th month  following the Closing
         Date (not counting the month in which the Closing Date fell).

                  *Sugarloaf  Construction  Project  Borrowing Base -- means, on
         any  date  and  with  respect  to the  *Sugarloaf  Project,  80% of the
         aggregate amount of

                           (a)  Construction  Costs for the *Sugarloaf  Project,
                  FF&E Costs for the *Sugarloaf  Project and Sales,  Marketing &
                  Other Costs for the *Sugarloaf  Project  incurred and paid for
                  by GSRP on or prior to such date in respect of the  *Sugarloaf
                  Project  under  and in  accordance  with  the  Budget  for the
                  *Sugarloaf Project plus

                           (b) pre-development  expenses and land values (net of
                  mortgage  debt)  for such  Project  set  forth on  Schedule  1
                  hereto,

          provided that the  "*Sugarloaf  Project  Borrowing  Base" shall, in no
          case, exceed the lesser of:

                           (i)      $[to be determined]; and

                           (ii) the remainder of (A) $[to be determined],  minus
                  (B) the sum of (1) the aggregate outstanding principal balance
                  of all  Construction  Project  Advances other than  *Sugarloaf
                  Construction  Project  Advances  as  of  such  date,  (2)  the
                  aggregate  outstanding  principal  balance  of  all  Inventory
                  Advances  as of such  date and (3) the  aggregate  outstanding
                  principal  balance of Interest  Advances other than *Sugarloaf
                  Interest Advances as of such date.

                  *Sugarloaf   Project   Documents   --  means  the   *Sugarloaf
         Declaration,  the  Articles  of  Incorporation  and the  By-Laws of the
         *Sugarloaf Association, and the rules and regulations of the *Sugarloaf
         Association.

                    *Sugarloaf  Construction  Project Advance Note -- as defined
          in Section 2.4(a) of this Agreement.

                  *Sugarloaf  Construction Project Required Lenders -- means any
         one or more of the  *Sugarloaf  Construction  Project  Advance  Lenders
         having or holding 51% or more of the *Sugarloaf Loan Exposure.

                  *Sugarloaf  Declaration  -- means that certain  Declaration of
         Condominium and Interval  Ownership,  Grand Summit Hotel and Crown Club
         at  *Sugarloaf,  by GSRP, as declarant,  which is to be recorded in the
         land  records  of  [town  to  be   determined],   and  which  shall  be
         satisfactory to the Administrative Agent in its discretion,  as amended
         from time to time in accordance with the provisions hereof.

                  *Sugarloaf Escrow Agent -- means [a bank to be determined], or
         such escrowee duly  authorized  to act as such under  applicable  Maine
         law.

                  *Sugarloaf Final  Construction  Cost Advance -- means the last
         *Sugarloaf  Construction  Project  Advance in  respect of  Construction
         Costs for the *Sugarloaf Project,  which shall have as its sole purpose
         the financing of the payment of any  unutilized  *Sugarloaf  Retainages
         under the Construction Contract for the *Sugarloaf Project.

                  *Sugarloaf  General  Common Areas and  Facilities -- means all
         "Common   Areas  and   Facilities"   (as  defined  in  the   *Sugarloaf
         Declaration)  other than the  *Sugarloaf  Residential  Common Areas and
         Facilities and the *Sugarloaf Commercial Common Areas and Facilities.

                  *Sugarloaf General Contractor -- means such general contractor
         as shall be acceptable to the Administrative Agent.

                  *Sugarloaf  Host  Company  --  means,   with  respect  to  the
         *Sugarloaf  Project,   *Sugarloaf  Mountain  Corporation,   a  Colorado
         corporation.

                  *Sugarloaf Host Company Lease Agreement -- means, with respect
         to the *Sugarloaf  Project,  that certain lease agreement to be entered
         into  between  GSRP and the  *Sugarloaf  Host  Company  with respect to
         certain infrastructure items located at the *Sugarloaf Project.

                    *Sugarloaf  Interest Advance -- as defined in Section 2.4(c)
          of this Agreement.

                    *Sugarloaf  Inventory  Advance -- as defined in Section  2.2
               hereof.

                    *Sugarloaf  Inventory  Advance Note -- as defined in Section
               2.4(a) of this Agreement.

                  *Sugarloaf  Inventory Advance Commitment-- means, with respect
         to each  *Sugarloaf  Inventory  Advance  Lender,  the  amount set forth
         underneath  its  signature   hereto  with  respect  to  the  *Sugarloaf
         Inventory  Advances,  provided that the amount of such Commitment shall
         be  adjusted  to give  effect to any  assumptions  of such  Commitments
         permitted  under  Section  2.3(a)(i)  hereof  and  any  assignments  of
         Commitments permitted under Section 2.6(b) hereof.

                  *Sugarloaf  Inventory  Advance  Lenders  -- means the  Lenders
         identified  on the  signature  pages hereto that have made a *Sugarloaf
         Inventory  Advance  Commitment  (subject  to the terms  and  conditions
         hereof) to lend the amounts set forth under their respective  signature
         blocks in respect of the *Sugarloaf  Inventory  Advance,  together with
         their  successors and permitted  assigns  pursuant to Section 2.6(b) of
         this Agreement.

                  *Sugarloaf  Inventory  Advance  Maturity  Date  --  means  the
         earlier of (a) the first  Business Day of the 24th month  following the
         date on which the  *Sugarloaf  Inventory  Advance is made (not counting
         the month in which such  Advance  was made) and (b) the first  Business
         Day of the 48th month  following  the Closing  Date (not  counting  the
         month in which the Closing Date fell).

                  *Sugarloaf Inventory Required Lenders -- means any one or more
         of the *Sugarloaf  Inventory  Advance  Lenders having or holding 51% or
         more of the *Sugarloaf Loan Exposure.

                  *Sugarloaf Loan -- means, at any time, the aggregate principal
         balance of all *Sugarloaf  Construction Project Advances and *Sugarloaf
         Interest Advances outstanding at such time and, after the making of the
         *Sugarloaf  Inventory Advance,  the principal balance of the *Sugarloaf
         Inventory Advance outstanding at such time.

                  *Sugarloaf Loan Exposure -- means

                  (a)  with  respect  to  any  *Sugarloaf  Construction  Project
         Advance  Lender,  as of any  date of  determination,  (i)  prior to the
         termination  of the  *Sugarloaf  Commitment  Period,  the  total of the
         *Sugarloaf  Construction  Project Advance Commitments of the *Sugarloaf
         Construction  Project Advance Lenders and (ii) after the termination of
         the *Sugarloaf Commitment Period, the aggregate principal amount of the
         *Sugarloaf Construction Project Advances outstanding on such date and

                  (b) with respect to any *Sugarloaf  Inventory  Advance Lender,
         as of any date of  determination,  (i) prior to the  termination of the
         *Sugarloaf  Commitment  Period,  the total of the *Sugarloaf  Inventory
         Advance  Commitments of the *Sugarloaf  Inventory  Advance  Lenders and
         (ii) after the  termination of the *Sugarloaf  Commitment  Period,  the
         aggregate   principal  amount  of  the  *Sugarloaf   Inventory  Advance
         outstanding on such date.

                  *Sugarloaf Notes -- means the *Sugarloaf  Construction Project
         Advance Notes and the *Sugarloaf  Inventory  Advance Notes, as the case
         may be.

                  *Sugarloaf  Obligations  -- means  all  sums now or  hereafter
         loaned or  advanced by any one or more of the  *Sugarloaf  Construction
         Project  Advance  Lenders,  the *Sugarloaf  Inventory  Advance  Lenders
         and/or the  Administrative  Agent to, or  otherwise  incurred  by, GSRP
         under  this  Agreement  in  respect  of  the  *Sugarloaf  Project,  the
         *Sugarloaf Notes and/or any of the other *Sugarloaf  Security Documents
         (including,  without limitation, accrued and unpaid interest in respect
         of the *Sugarloaf  Notes and Loan Costs  attributable to the *Sugarloaf
         Project and/or the *Sugarloaf Security Documents), and the full, prompt
         and complete performance of all obligations owed by, or undertakings or
         indemnities  of, GSRP in respect of the  *Sugarloaf  Project and/or the
         *Sugarloaf Security Documents arising hereunder or thereunder.

                  *Sugarloaf  Project  -- means  that  certain  resort  property
         commonly  known as the Grand Summit Hotel and Crown Club at *Sugarloaf,
         situated on certain land located at  *Sugarloaf,  Carrabassett,  Maine,
         and  particularly  described on Schedule 2-D attached hereto and made a
         part hereof, and including all improvements now or hereafter located on
         said land,  and all  facilities,  roadways,  common  furnishings,  club
         furnishings, equipment and all other appurtenances thereunto belonging.
         The *Sugarloaf Project shall include,  when the *Sugarloaf  Declaration
         is  recorded,   the  *Sugarloaf   Residential   Units,  the  *Sugarloaf
         Quartershare  Interests,   the  *Sugarloaf  Commercial  Units  and  the
         *Sugarloaf Common Elements.

                  *Sugarloaf   Quartershare  Interest  --  means  the  "Interval
         Ownership  Interests"  as  defined  and  described  in  the  *Sugarloaf
         Declaration,  with the owner of such  interest  being  entitled  to the
         exclusive  right to the  possession,  use and occupancy of a *Sugarloaf
         Residential  Unit during  thirteen (13) calendar weeks of each calendar
         year, as more particularly provided in the *Sugarloaf Declaration.

                  *Sugarloaf Required Amortization Amount -- means, at any time,
         the  quotient  equal  to  the  outstanding   principal  amount  of  the
         *Sugarloaf  Construction Project Advances or, after the payment in full
         of  the  *Sugarloaf   Construction  Project  Advances,  the  *Sugarloaf
         Inventory  Advance,   determined  at  such  time,  divided  by  [to  be
         determined] of the number of unsold *Sugarloaf  Quartershare Interests,
         determined at such time.

                  *Sugarloaf  Required  Lenders  -- means,  as the  context  may
         require,  the *Sugarloaf  Construction  Project Required Lenders or the
         *Sugarloaf Inventory Required Lenders.

                    *Sugarloaf   Residential   Unit  --   means  a   residential
          condominium unit at the *Sugarloaf Project.

                  *Sugarloaf  Residential  Common Areas and  Facilities -- means
         those areas at the  *Sugarloaf  Project  that have been  designated  in
         accordance with the *Sugarloaf  Declaration,  on the *Sugarloaf  Resort
         Map or by the *Sugarloaf  Association as "Residential  Common Areas and
         Facilities," as defined in the *Sugarloaf Declaration,  for the primary
         or  exclusive  use of the  owners of  *Sugarloaf  Residential  Units or
         *Sugarloaf Quartershare Interests.

                  *Sugarloaf  Resort  Map -- means the plat and floor  plans for
         the *Sugarloaf  Project to be recorded in the real property  records of
         Franklin  County,   Maine  and  which  shall  be  satisfactory  to  the
         Administrative Agent.

                    *Sugarloaf  Retainage Amount -- as defined in Section 2.1(d)
          of this Agreement.

                  *Sugarloaf  Security  Documents -- means (a) this Agreement to
         the extent that it deals with the  *Sugarloaf  Project,  the *Sugarloaf
         Construction Project Advances,  the *Sugarloaf Interest Advances and/or
         the *Sugarloaf  Inventory  Advances,  (b) the *Sugarloaf Notes, (c) the
         *Sugarloaf  Blanket Mortgage,  (d) the *Sugarloaf  Assignment of Rents,
         (e)  the  *Sugarloaf  Assignment  of  Contracts,   (f)  the  *Sugarloaf
         Assignment of Property-Related Contracts, (g) the *Sugarloaf Assignment
         of the  Construction  Contract,  (h) the  *Sugarloaf  Assignment of the
         Architect's Contract,  (i) the Subordination  Agreement executed by the
         *Sugarloaf  Host  Company  in respect of the  *Sugarloaf  Host  Company
         Lease, (j) the *Sugarloaf  Assignment of Declarant's Rights and (k) the
         proxy for the  *Sugarloaf  Declaration  referred  to in Section  3.9(c)
         hereof.

                  *Sugarloaf Termination Date -- means the earliest of

                           (a)  the  date  on  which  the  Lenders'  obligations
                  hereunder to make Advances are terminated  pursuant to Section
                  8.2(a) of this Agreement,

                           (b) the date on which the Obligations are accelerated
                  pursuant to Section 8.2(a) of this Agreement,

                           (c) the date on which any of the  Events  of  Default
                  set forth in Section 8.1(e) shall have occurred, and

                           (d)  the day  immediately  preceding  the  *Sugarloaf
                  Construction Project Advances Maturity Date.

         If the first Construction  Project Advance in respect of the *Sugarloaf
         Project  shall not have been made  prior to [a date to be  determined],
         then the *Sugarloaf  Termination  Date shall be deemed to be [a date to
         be determined].

                    TFC  Acceptance  --  as  defined  in  Section  2.8  of  this
               Agreement.

                    TFC   Architect   --  means  such  person  or  firm  as  the
          Administrative Agent shall select.

                  TFC  Architect's  Nonconstruction  Cost  Certificate -- means,
         with respect to any Construction  Project and any Construction  Project
         Advance  in  respect  of  FF&E  Costs  and  the  Nonconstruction   Cost
         Certificate  in  respect  thereof,  a  certificate,  addressed  to  the
         Administrative  Agent  and in form and  substance  satisfactory  to the
         Administrative  Agent,  from  the  TFC  Architect  in  respect  of such
         Construction Project which

                           (a) confirms  that such TFC  Architect  has inspected
                  such  Construction  Project and reviewed such  Nonconstruction
                  Cost Certificate and the attachments thereto, and

                           (b)   confirms   that   such   Nonconstruction   Cost
                  Certificate  and the attachments  thereto are  satisfactory to
                  it.

                    TFC First Refusal Offer -- as defined in Section 2.8 of this
          Agreement.

                    Third-Party  Offer  -- as  defined  in  Section  2.8 of this
          Agreement.

                  Title  Company -- means  Lawyers  Title  Insurance  Company in
         respect of the 1997 Projects,  Transnation  Title Insurance  Company in
         respect  of the  Steamboat  Project,  First  American  Title  Insurance
         Company  in respect  of the  Canyons  Project,  [to be  determined]  in
         respect of  *Sugarbush  Project  and [to be  determined]  in respect of
         *Sugarloaf  Project or any successor or other title company approved by
         the Administrative Agent from time to time.

                    Title  Insurance  Policy  {Blanket} -- as defined in Section
          6.1(d) hereof.

                  Uniform  Commercial Code -- means the Uniform  Commercial Code
         as  adopted  and in force in the  State of Maine  from  time to time in
         effect.

                  Validated  Contract  -- means  each  Contract  in respect of a
         Quartershare  Interest and any  Construction  Project and in respect of
         which all of the following requirements shall have been satisfied:

                           (a) such  Contract  shall arise from the agreement of
                  any third-party  Purchaser that is not an Affiliate of GSRP to
                  purchase, and GSRP to sell, one or more Quartershare Interests
                  in a Construction Project;

                           (b) the  Purchaser  shall be a legal  resident of the
                  United States of America or Canada and the payments under such
                  Contract shall be payable in legal tender of the United States
                  of America;

                           (c) the  executed  original of such  Contract,  which
                  shall be satisfactory to the Administrative  Agent in form and
                  substance,   shall   have  been   assigned   by  GSRP  to  the
                  Administrative  Agent  on  behalf  of the  Lenders  and a copy
                  thereof shall have been delivered to the Administrative Agent;

                           (d)  the  Administrative  Agent  shall  have,  at its
                  option (if so directed by the appropriate Construction Project
                  Required Lenders),  received the original of such Contract and
                  shall, in any case, have a valid and perfected, first-priority
                  Lien  in  and  to  such  Contract  and  all  proceeds  arising
                  therefrom;

                           (e) (i) the  Purchaser  shall  have paid to GSRP,  in
                  connection with the execution and delivery of such Contract, a
                  down payment (after giving effect to any discounts  offered to
                  such  Purchaser) of not less than 5% of the purchase price (as
                  set forth in such Contract) of the Quartershare Interest being
                  so purchased by such Purchaser,  (ii) such  downpayment  shall
                  have been  deposited by GSRP in an Approved  Escrow Account in
                  respect of such Construction Project and (iii) GSRP shall have
                  delivered  to the  Administrative  Agent  evidence  reasonably
                  satisfactory to the Administrative  Agent of the depositing of
                  such  downpayment  in such  Approved  Escrow  Account  and the
                  clearing of such downpayment;

                           (f) such  Contract  (and the  execution  and delivery
                  thereof) shall comply with all  requirements  of United States
                  and applicable state law, including,  without limitation,  any
                  consumer  credit  code,  as adopted and in effect from time to
                  time  in the  State  in  which  the  Construction  Project  is
                  situated,  any  condominium  ownership  act as adopted  and in
                  effect   from   time  to  time  in  the  State  in  which  the
                  Construction Project is situated,  any subdivision laws of the
                  State  in which  the  Construction  Project  is  situated,  as
                  amended, and the rules and regulations as adopted from time to
                  time thereunder;

                           (g) all  rights of  rescission  of the  Purchaser  in
                  respect of such  Contract  under  federal  law, the law of the
                  State in which the Construction Project is located, the law of
                  the state of the  residence of the  Purchaser and as expressly
                  provided  in  such  Contract   shall  have  expired  and  such
                  Purchaser  shall have not at any time requested  rescission in
                  respect of such  Contract or otherwise  stated in writing that
                  it does not intend to consummate such Contract;

                           (h)  such  Contract  is,  subject  to the  terms  and
                  conditions thereof and applicable laws of rescission,  a valid
                  and binding obligation of the Purchaser;

                              (i) the Purchaser under such Contract shall not be
                    subject to any bankruptcy or insolvency proceeding; and

                           (j) GSRP shall have  confirmed the existence and bona
                  fide  nature of such  Contract  and the  satisfaction  of such
                  Contract of each of the  foregoing  criteria by  delivering to
                  the Administrative  Agent a validation  certificate in respect
                  of such Contract,  which shall be substantially in the form of
                  Exhibit D-1 hereto.

                  Validated  Reservation  Contract  --  means  each  Reservation
         Contract in respect of which all of the  following  requirements  shall
         have been satisfied:

                           (a) such  Reservation  Contract  shall arise from the
                  agreement of any third-party  potential  purchaser that is not
                  an Affiliate of GSRP;

                           (b) the potential purchaser shall be a legal resident
                  of the United States of America or Canada;

                           (c) the  rights  of GSRP  (but  not the  obligations)
                  under such Reservation  Contract,  which shall be satisfactory
                  to the Administrative Agent in form and substance,  shall have
                  been assigned by GSRP to the Administrative Agent on behalf of
                  the Lenders and a copy  thereof  shall have been  delivered to
                  the Administrative Agent;

                           (d)  the  Administrative  Agent  shall  have,  at its
                  option (if so directed by the Steamboat  Construction  Project
                  Required  Lenders),  received the original of such Reservation
                  Contract and shall,  in any case,  have a valid and perfected,
                  first-priority  Lien in and to the  rights of GSRP  under such
                  Reservation Contract;

                           (e)   (i)  the   potential   purchaser   under   such
                  Reservation  Contract  shall have paid to GSRP,  in connection
                  with the execution and delivery of such Reservation  Contract,
                  a down payment  (after giving effect to any discounts  offered
                  to such  Purchaser) of not less than 5% of the purchase  price
                  (as  set  forth  in  such  Reservation  Contract),  (ii)  such
                  downpayment  shall have been  deposited by GSRP in an Approved
                  Escrow  Account in respect of the Steamboat  Project and (iii)
                  GSRP shall have delivered to the Administrative Agent evidence
                  reasonably  satisfactory  to the  Administrative  Agent of the
                  depositing of such downpayment in such Approved Escrow Account
                  and the clearing of such downpayment;

                           (f) such Reservation  Contract (and the execution and
                  delivery thereof) shall comply with all requirements of United
                  States   and   applicable   state  law,   including,   without
                  limitation, any consumer credit code, as adopted and in effect
                  from time to time in the State of  Colorado,  any  condominium
                  ownership  act as adopted  and in effect  from time to time in
                  the State of Colorado,  any  subdivision  laws of the State of
                  Colorado, as amended, and the rules and regulations as adopted
                  from time to time thereunder;

                           (g) the potential  purchaser  under such  Reservation
                  Contract  shall not be subject to any bankruptcy or insolvency
                  proceeding; and

                           (h) GSRP shall have  confirmed the existence and bona
                  fide nature of such Reservation  Contract and the satisfaction
                  of such Reservation Contract of each of the foregoing criteria
                  by  delivering  to  the  Administrative   Agent  a  validation
                  certificate  in respect of such  Reservation  Contract,  which
                  shall be substantially in the form of Exhibit D-2 hereto.

                  Voting Equity -- means Securities of any class or classes of a
         corporation  the  holders of which are  ordinarily,  in the  absence of
         contingencies,  entitled to elect a majority of the corporate directors
         (or Persons  performing  similar  functions) of such corporation or, in
         the case of a Person which is not a corporation,  Securities or similar
         equity or  partnership  interests  which entitle the holder  thereof to
         elect, select or control the management or policies of such Person.



<PAGE>





          1.2 DIRECTLY OR INDIRECTLY


         1.2      Directly or Indirectly.

         Where any provision in this  Agreement  refers to action to be taken by
any Person,  or which such Person is  prohibited  from taking,  such  provisions
shall be applicable  whether such action is taken directly or indirectly by such
Person.



<PAGE>





          1.2 HEADINGS 

         1.3      Headings.

         Section  headings have been  inserted in this  Agreement as a matter of
convenience  of reference  only;  such  section  headings are not a part of this
Agreement and shall not be used in the interpretation of this Agreement.



<PAGE>





          1.4 ACCOUNTING PRINCIPLES 

         1.4      Accounting Principles.

         Where the  character  or amount  of any asset or  liability  or item of
income or expense is required to be  determined  or any  consolidation  or other
accounting  computation  is  required  to be  made  for  the  purposes  of  this
Agreement,  the same shall be determined or made in  accordance  with  generally
accepted accounting principles, procedures and practices consistently applied at
the time in effect, to the extent  applicable,  except where such principles are
inconsistent with the requirements of this Agreement.

2.       ADVANCES AND NOTE



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          2.1 PROJECT ADVANCES 

 .        2.1      Construction Project Advances

                  (a)  Steamboat  Construction  Project  Advances.  Each  of the
         Steamboat Construction Project Advance Lenders agrees,  pursuant to the
         terms  of  this  Agreement  and  subject  to  the  satisfaction  of the
         conditions  precedent in Section 6 of this  Agreement,  to make its Pro
         Rata Share of one or more advances in respect of the Steamboat  Project
         (such advances, with respect to the Steamboat Project, are individually
         referred  to  as  a  "Steamboat   Construction   Project  Advance"  and
         collectively as the "Steamboat  Construction Project Advances") to GSRP
         from time to time during the Steamboat Commitment Period, provided that

                    (i) no Steamboat Construction Project Advance shall be made

                           (A) unless  the  proceeds  thereof  are to be used to
                  satisfy   Construction  Costs  in  respect  of  the  Steamboat
                  Project, FF&E Costs in respect of the Steamboat Project and/or
                  Sales,  Marketing  & Other  Costs in respect of the  Steamboat
                  Project and no Equity Moneys are available  that could be used
                  to satisfy such Costs;

                           (B)  if  the  proceeds  thereof  are  to be  used  to
                  reimburse  GSRP  for  any  Equity  Moneys  previously  used to
                  satisfy   Construction  Costs  in  respect  of  the  Steamboat
                  Project, FF&E Costs in respect of the Steamboat Project and/or
                  Sales,  Marketing  & Other  Costs in respect of the  Steamboat
                  Project;

                           (C) if a Default or Event of Default shall then exist
                  that has not been waived by the Steamboat Construction Project
                  Required Lenders,

                           (D) if such Construction Project Advance is the first
                  Steamboat   Construction  Project  Advance,  the  Construction
                  Project Advance Request therefor shall not have been delivered
                  to the Administrative  Agent on or prior to December 15, 1998;
                  and

                           (E) if the  aggregate  amount of the purchase  prices
                  payable  under  Validated  Contracts  arising from the sale of
                  Steamboat  Quartershare  Interests  is less than  $16,500,000,
                  provided that,  until the earlier of (I) December 31, 1999 and
                  (II) 60 days after GSRP shall have  obtained  its  subdivision
                  license in Colorado,  GSRP may satisfy the requirements  under
                  this  clause  (E) by having  Reservation  Contracts  having an
                  aggregate   amount  of  purchase   prices  of  not  less  than
                  $23,700,000;

                  (ii)  (A)  on  the  date  of  the  making  of  any   Steamboat
         Construction  Project  Advance  (and after giving  effect  thereto) the
         aggregate  outstanding  principal  amount of all  Construction  Project
         Advances made  hereunder  with respect to all of the Projects shall not
         exceed the Aggregate Construction Project Borrowing Base, determined as
         of such  date,  and  (B) on the  date of the  making  of any  Steamboat
         Construction   Project  Advance  hereunder  (and  after  giving  effect
         thereto) the aggregate  original  principal amount of all Advances made
         hereunder shall not exceed  $200,000,000,  provided that in making such
         calculation   there  shall  be  no   duplication   in  respect  of  any
         Construction   Project  Advance  or  Advances  which  shall  have  been
         refinanced by an Inventory Advance;

                  (iii) on the date of the making of any Steamboat  Construction
         Project  Advance (and after giving  effect  thereto) (A) the  aggregate
         original  principal  amount  of  all  Steamboat   Construction  Project
         Advances made hereunder shall not exceed the amount described in clause
         (a) of the definition of Steamboat  Construction Project Borrowing Base
         (without giving effect to the proviso with respect thereto)  determined
         as of such  date and (B) on the  date of the  making  of any  Steamboat
         Construction  Project  Advance  (and after giving  effect  thereto) the
         aggregate  outstanding  principal amount of all Steamboat  Construction
         Project  Advances and all Steamboat  Interest  Advances made  hereunder
         shall not exceed the Steamboat  Construction  Project  Borrowing  Base,
         determined  as of such date  (inclusive of the proviso set forth in the
         definition thereof);

                  (iv)  the  original   principal   amount  of  each   Steamboat
         Construction  Project  Advance to be made in  respect  of  Construction
         Costs of the  Steamboat  Project,  at the time of the  making  thereof,
         shall have been determined by excluding from such Construction  Costs a
         contractor's  retainage  of not less than 10% of the first  one-half of
         the applicable  Construction  Costs (such 10% so reserved from any such
         Construction  Costs is referred to herein as the  "Steamboat  Retainage
         Amount;"  for  purposes  of  the  avoidance  of  doubt,  the  Steamboat
         Retainage  Amount  shall be based  upon the full  amount  of  certified
         Construction  Costs for the  Steamboat  Project  and shall  remain as a
         retainage  until  the  final  payment   thereof),   provided  that,  in
         connection  with the  Steamboat  Final  Construction  Cost  Advance and
         subject to the  requirements  of Section 6.4  hereof,  this clause (iv)
         shall not  operate and the  aggregate  unutilized  Steamboat  Retainage
         Amounts may then be borrowed in their  entirety  and  provided  further
         that  the   Administrative   Agent,   as  directed  by  the   Steamboat
         Construction  Project Required Lenders and upon GSRP's  submission of a
         written  request  therefor  (which  request  shall  be  based  upon the
         completion  of  construction   work  at  the  Steamboat  Project  by  a
         subcontractor  or by the General  Contractor for the Steamboat  Project
         and the  desire  of  GSRP  to pay  such  subcontractor  or the  General
         Contractor  for such  work),  may agree to  advance  any or all of such
         unutilized  Steamboat  Retainage  Amounts  prior to the  making  of the
         Steamboat  Final   Construction   Cost  Advance  upon  such  terms  and
         conditions as it may require;

                  (v) the  original  principal  amount  of the  Steamboat  Final
         Construction  Cost Advance,  assuming  compliance with clauses (ii) and
         (iii)  above,  shall not  exceed  100% of the  aggregate  amount of the
         Steamboat  Retainage  Amounts then owing to the General  Contractor for
         the Steamboat Project under the Construction Contract for the Steamboat
         Project,  as of  the  date  of  the  making  of  such  Steamboat  Final
         Construction Cost Advance;

                  (vi) no more than one Steamboat  Construction  Project Advance
         shall be made during any weekly  period and no  Steamboat  Construction
         Project Advance shall be made if any other Construction Project Advance
         was made during such weekly period;

                  (vii) each Steamboat  Construction  Project Advance shall only
         relate or be attributable only to the Steamboat Project; and

                    (viii) no Steamboat Construction Project Advance shall be in
          an amount of less than $50,000.

                  (b) Canyons Construction Project Advances. Each of the Canyons
         Construction  Project Advance Lenders agrees,  pursuant to the terms of
         this  Agreement  and  subject  to the  satisfaction  of the  conditions
         precedent in Section 6 of this Agreement, to make its Pro Rata Share of
         one or more advances in respect of the Canyons  Project (such advances,
         with  respect to the  Canyons  Project,  are  individually  referred to
         herein as a "Canyons  Construction Project Advance" and collectively as
         the "Canyons  Construction Project Advances") to GSRP from time to time
         during the Canyons Commitment Period, provided that

                  (i)      no Canyons Construction Project Advance shall be made

                           (A) unless  the  proceeds  thereof  are to be used to
                  satisfy  Construction Costs in respect of the Canyons Project,
                  FF&E Costs in respect of the  Canyons  Project  and/or  Sales,
                  Marketing & Other Costs in respect of the Canyons  Project and
                  no Equity Moneys are  available  that could be used to satisfy
                  such Costs;

                           (B)  if  the  proceeds  thereof  are  to be  used  to
                  reimburse  GSRP  for  any  Equity  Moneys  previously  used to
                  satisfy  Construction Costs in respect of the Canyons Project,
                  FF&E Costs in respect of the  Canyons  Project  and/or  Sales,
                  Marketing & Other Costs in respect of the Canyons Project;

                           (C) if a Default or Event of Default shall then exist
                  that has not been waived by the Canyons  Construction  Project
                  Required Lenders,

                           (D) if such Construction Project Advance is the first
                  Canyons Construction Project Advance, the Construction Project
                  Advance Request  therefor shall not have been delivered to the
                  Administrative Agent on or prior to September 1, 1998; and

                           (E) if the  aggregate  amount of the purchase  prices
                  payable  under  Validated  Contracts  arising from the sale of
                  Canyons Quartershare Interests is less than $31,700,000;

                  (ii) (A) on the date of the making of any Canyons Construction
         Project  Advance  (and  after  giving  effect  thereto)  the  aggregate
         outstanding  principal amount of all Construction Project Advances made
         hereunder  with  respect  to all of the  Projects  shall not exceed the
         Aggregate  Construction  Project Borrowing Base,  determined as of such
         date,  and (B) on the date of the  making of any  Canyons  Construction
         Project  Advance  hereunder  (and  after  giving  effect  thereto)  the
         aggregate  original  principal  amount of all Advances  made  hereunder
         shall not exceed $200,000,000, provided that in making such calculation
         there shall be no  duplication in respect of any  Construction  Project
         Advance or Advances  which shall have been  refinanced  by an Inventory
         Advance;

                  (iii) on the date of the  making of any  Canyons  Construction
         Project  Advance (and after giving  effect  thereto) (A) the  aggregate
         original principal amount of all Canyons  Construction Project Advances
         made hereunder  shall not exceed the amount  described in clause (a) of
         the definition of Canyons  Construction Project Borrowing Base (without
         giving  effect to the proviso with respect  thereto)  determined  as of
         such date and (B) on the date of the making of any Canyons Construction
         Project  Advance  (and  after  giving  effect  thereto)  the  aggregate
         outstanding  principal  amount  of  all  Canyons  Construction  Project
         Advances and all Canyons  Interest  Advances made  hereunder  shall not
         exceed the Canyons Construction  Project Borrowing Base,  determined as
         of such date  (inclusive  of the  proviso  set forth in the  definition
         thereof);

                  (iv)  the   original   principal   amount   of  each   Canyons
         Construction  Project  Advance to be made in  respect  of  Construction
         Costs of the Canyons Project, at the time of the making thereof,  shall
         have  been  determined  by  excluding  from such  Construction  Costs a
         contractor's  retainage  of not less than 10% of the first  one-half of
         the applicable  Construction  Costs (such 10% so reserved from any such
         Construction  Costs is  referred  to herein as the  "Canyons  Retainage
         Amount;" for purposes of the avoidance of doubt, the Canyons  Retainage
         Amount  shall be based upon the full amount of  certified  Construction
         Costs for the Canyons Project and shall remain as a retainage until the
         final payment  thereof),  provided that, in connection with the Canyons
         Final  Construction  Cost  Advance and subject to the  requirements  of
         Section  6.4  hereof,  this  clause  (iv)  shall  not  operate  and the
         aggregate  unutilized Canyons Retainage Amounts may then be borrowed in
         their entirety and provided further that the  Administrative  Agent, as
         directed by the Canyons  Construction Project Required Lenders and upon
         GSRP's submission of a written request therefor (which request shall be
         based upon the completion of  construction  work at the Canyons Project
         by a subcontractor or by the General Contractor for the Canyons Project
         and the  desire  of  GSRP  to pay  such  subcontractor  or the  General
         Contractor  for such  work),  may agree to  advance  any or all of such
         unutilized Canyons Retainage Amounts prior to the making of the Canyons
         Final  Construction  Cost Advance upon such terms and  conditions as it
         may require;

                  (v)  the  original  principal  amount  of  the  Canyons  Final
         Construction  Cost Advance,  assuming  compliance with clauses (ii) and
         (iii)  above,  shall not  exceed  100% of the  aggregate  amount of the
         Canyons Retainage Amounts then owing to the General  Contractor for the
         Canyons  Project  under  the  Construction  Contract  for  the  Canyons
         Project,   as  of  the  date  of  the  making  of  such  Canyons  Final
         Construction Cost Advance;

                  (vi) no more than one  Canyons  Construction  Project  Advance
         shall be made  during  any weekly  period  and no Canyons  Construction
         Project Advance shall be made if any other Construction Project Advance
         was made during such weekly period;

                  (vii) each Canyons  Construction  Project  Advance  shall only
         relate or be attributable only to the Canyons Project; and

                  (viii) no Canyons  Construction Project Advance shall be in an
amount of less than $50,000.

                  (c)  Sugarbush  Construction  Project  Advances.  Each  of the
         *Sugarbush Construction Project Advance Lenders agrees, pursuant to the
         terms  of  this  Agreement  and  subject  to  the  satisfaction  of the
         conditions  precedent in Section 6 of this  Agreement,  to make its Pro
         Rata Share of one or more advances in respect of the *Sugarbush Project
         (such   advances,   with  respect  to  the  *Sugarbush   Project,   are
         individually  referred to herein as a "*Sugarbush  Construction Project
         Advance"  and  collectively  as the  "*Sugarbush  Construction  Project
         Advances") to GSRP from time to time during the  *Sugarbush  Commitment
         Period, provided that

                    (i) no *Sugarbush Construction Project Advance shall be made

                           (A) unless  the  proceeds  thereof  are to be used to
                  satisfy  Construction  Costs  in  respect  of  the  *Sugarbush
                  Project,  FF&E  Costs in  respect  of the  *Sugarbush  Project
                  and/or  Sales,  Marketing  & Other  Costs  in  respect  of the
                  *Sugarbush  Project and no Equity  Moneys are  available  that
                  could be used to satisfy such Costs;

                           (B)  if  the  proceeds  thereof  are  to be  used  to
                  reimburse  GSRP  for  any  Equity  Moneys  previously  used to
                  satisfy  Construction  Costs  in  respect  of  the  *Sugarbush
                  Project,  FF&E  Costs in  respect  of the  *Sugarbush  Project
                  and/or  Sales,  Marketing  & Other  Costs  in  respect  of the
                  *Sugarbush Project;

                           (C) if a Default or Event of Default shall then exist
                  that  has  not  been  waived  by the  *Sugarbush  Construction
                  Project Required Lenders,

                           (D) if such Construction Project Advance is the first
                  *Sugarbush  Construction  Project Advance, the Project Advance
                  Request   therefor  shall  not  have  been  delivered  to  the
                  Administrative Agent on or prior to September 1, 1998; and

                           (E) if the  aggregate  amount of the purchase  prices
                  payable  under  Validated  Contracts  arising from the sale of
                  *Sugarbush   Quartershare  Interests  is  less  than  $[to  be
                  determined];

                  (ii)  (A)  on  the  date  of  the  making  of  any  *Sugarbush
         Construction  Project  Advance  (and after giving  effect  thereto) the
         aggregate  outstanding  principal  amount of all  Construction  Project
         Advances made  hereunder  with respect to all of the Projects shall not
         exceed the Aggregate Construction Project Borrowing Base, determined as
         of such  date,  and (B) on the  date of the  making  of any  *Sugarbush
         Construction   Project  Advance  hereunder  (and  after  giving  effect
         thereto) the aggregate  original  principal amount of all Advances made
         hereunder shall not exceed $[to be determined], provided that in making
         such  calculation  there  shall be no  duplication  in  respect  of any
         Construction   Project  Advance  or  Advances  which  shall  have  been
         refinanced by an Inventory Advance;

                  (iii) on the date of the making of any *Sugarbush Construction
         Project  Advance (and after giving  effect  thereto) (A) the  aggregate
         original  principal  amount  of  all  *Sugarbush  Construction  Project
         Advances made hereunder shall not exceed the amount described in clause
         (a) of the definition of *Sugarbush Construction Project Borrowing Base
         (without giving effect to the proviso with respect thereto)  determined
         as of such  date and (B) on the date of the  making  of any  *Sugarbush
         Construction  Project  Advance  (and after giving  effect  thereto) the
         aggregate outstanding  principal amount of all *Sugarbush  Construction
         Project  Advances and all *Sugarbush  Interest  Advances made hereunder
         shall not exceed the *Sugarbush  Construction  Project  Borrowing Base,
         determined  as of such date  (inclusive of the proviso set forth in the
         definition thereof);

                  (iv)  the  original   principal   amount  of  each  *Sugarbush
         Construction  Project  Advance to be made in  respect  of  Construction
         Costs of the  *Sugarbush  Project,  at the time of the making  thereof,
         shall have been determined by excluding from such Construction  Costs a
         contractor's  retainage  of not less than 10% of the first  one-half of
         the applicable  Construction  Costs (such 10% so reserved from any such
         Construction  Costs is referred to herein as the "*Sugarbush  Retainage
         Amount;"  for  purposes  of the  avoidance  of  doubt,  the  *Sugarbush
         Retainage  Amount  shall be based  upon the full  amount  of  certified
         Construction  Costs for the  *Sugarbush  Project and shall  remain as a
         retainage  until  the  final  payment   thereof),   provided  that,  in
         connection  with the  *Sugarbush  Final  Construction  Cost Advance and
         subject to the  requirements  of Section 6.4  hereof,  this clause (iv)
         shall not operate and the  aggregate  unutilized  *Sugarbush  Retainage
         Amounts may then be borrowed in their  entirety  and  provided  further
         that  the   Administrative   Agent,   as  directed  by  the  *Sugarbush
         Construction  Project Required Lenders and upon GSRP's  submission of a
         written  request  therefor  (which  request  shall  be  based  upon the
         completion  of  construction  work  at  the  *Sugarbush  Project  by  a
         subcontractor or by the General  Contractor for the *Sugarbush  Project
         and the  desire  of  GSRP  to pay  such  subcontractor  or the  General
         Contractor  for such  work),  may agree to  advance  any or all of such
         unutilized  *Sugarbush  Retainage  Amounts  prior to the  making of the
         *Sugarbush  Final   Construction  Cost  Advance  upon  such  terms  and
         conditions as it may require;

                  (v) the  original  principal  amount of the  *Sugarbush  Final
         Construction  Cost Advance,  assuming  compliance with clauses (ii) and
         (iii)  above,  shall not  exceed  100% of the  aggregate  amount of the
         *Sugarbush  Retainage Amounts then owing to the General  Contractor for
         the  *Sugarbush  Project  under  the  Construction   Contract  for  the
         *Sugarbush  Project,  as of the date of the  making of such  *Sugarbush
         Final Construction Cost Advance;

                  (vi) no more than one *Sugarbush  Construction Project Advance
         shall be made during any weekly period and no  *Sugarbush  Construction
         Project Advance shall be made if any other Construction Project Advance
         was made during such weekly period;

                  (vii) each *Sugarbush  Construction Project Advance shall only
         relate or be attributable only to the *Sugarbush Project; and

                    (viii) no *Sugarbush  Construction  Project Advance shall be
          in an amount of less than $50,000.

                  (d)  *Sugarloaf  Construction  Project  Advances.  Each of the
         *Sugarloaf Construction Project Advance Lenders agrees, pursuant to the
         terms  of  this  Agreement  and  subject  to  the  satisfaction  of the
         conditions  precedent in Section 6 of this  Agreement,  to make its Pro
         Rata Share of one or more advances in respect of the *Sugarloaf Project
         (such   advances,   with  respect  to  the  *Sugarloaf   Project,   are
         individually  referred to herein as a "*Sugarloaf  Construction Project
         Advance"  and  collectively  as the  "*Sugarloaf  Construction  Project
         Advances") to GSRP from time to time during the  *Sugarloaf  Commitment
         Period, provided that

          (i) no *Sugarloaf Construction Project Advance shall be made

                           (A) unless  the  proceeds  thereof  are to be used to
                  satisfy  Construction  Costs  in  respect  of  the  *Sugarloaf
                  Project,  FF&E  Costs in  respect  of the  *Sugarloaf  Project
                  and/or  Sales,  Marketing  & Other  Costs  in  respect  of the
                  *Sugarloaf  Project and no Equity  Moneys are  available  that
                  could be used to satisfy such Costs;

                           (B)  if  the  proceeds  thereof  are  to be  used  to
                  reimburse  GSRP  for  any  Equity  Moneys  previously  used to
                  satisfy  Construction  Costs  in  respect  of  the  *Sugarloaf
                  Project,  FF&E  Costs in  respect  of the  *Sugarloaf  Project
                  and/or  Sales,  Marketing  & Other  Costs  in  respect  of the
                  *Sugarloaf Project;

                           (C) if a Default or Event of Default shall then exist
                  that  has  not  been  waived  by the  *Sugarloaf  Construction
                  Project Required Lenders,

                           (D) if such Construction Project Advance is the first
                  *Sugarloaf  Construction  Project  Advance,  the  Construction
                  Project Advance Request therefor shall not have been delivered
                  to the  Administrative  Agent  on or  prior  to [a  date to be
                  determined]; and

                           (E) if the  aggregate  amount of the purchase  prices
                  payable  under  Validated  Contracts  arising from the sale of
                  *Sugarloaf   Quartershare  Interests  is  less  than  $[to  be
                  determined];

                  (ii)  (A)  on  the  date  of  the  making  of  any  *Sugarloaf
         Construction  Project  Advance  (and after giving  effect  thereto) the
         aggregate  outstanding  principal  amount of all  Construction  Project
         Advances made  hereunder  with respect to all of the Projects shall not
         exceed the Aggregate Construction Project Borrowing Base, determined as
         of such  date,  and (B) on the  date of the  making  of any  *Sugarloaf
         Construction   Project  Advance  hereunder  (and  after  giving  effect
         thereto) the aggregate  original  principal amount of all Advances made
         hereunder shall not exceed $[to be determined], provided that in making
         such  calculation  there  shall be no  duplication  in  respect  of any
         Construction   Project  Advance  or  Advances  which  shall  have  been
         refinanced by an Inventory Advance;

                  (iii) on the date of the making of any *Sugarloaf Construction
         Project  Advance (and after giving  effect  thereto) (A) the  aggregate
         original  principal  amount  of  all  *Sugarloaf  Construction  Project
         Advances made hereunder shall not exceed the amount described in clause
         (a) of the definition of *Sugarloaf Construction Project Borrowing Base
         (without giving effect to the proviso with respect thereto)  determined
         as of such  date and (B) on the date of the  making  of any  *Sugarloaf
         Construction  Project  Advance  (and after giving  effect  thereto) the
         aggregate outstanding  principal amount of all *Sugarloaf  Construction
         Project  Advances and all *Sugarloaf  Interest  Advances made hereunder
         shall not exceed the *Sugarloaf  Construction  Project  Borrowing Base,
         determined  as of such date  (inclusive of the proviso set forth in the
         definition thereof);

                  (iv)  the  original   principal   amount  of  each  *Sugarloaf
         Construction  Project  Advance to be made in  respect  of  Construction
         Costs of the  *Sugarloaf  Project,  at the time of the making  thereof,
         shall have been determined by excluding from such Construction  Costs a
         contractor's  retainage  of not less than 10% of the first  one-half of
         the applicable  Construction  Costs (such 10% so reserved from any such
         Construction  Costs is referred to herein as the "*Sugarloaf  Retainage
         Amount;"  for  purposes  of the  avoidance  of  doubt,  the  *Sugarloaf
         Retainage  Amount  shall be based  upon the full  amount  of  certified
         Construction  Costs for the  *Sugarloaf  Project and shall  remain as a
         retainage  until  the  final  payment   thereof),   provided  that,  in
         connection  with the  *Sugarloaf  Final  Construction  Cost Advance and
         subject to the  requirements  of Section 6.4  hereof,  this clause (iv)
         shall not operate and the  aggregate  unutilized  *Sugarloaf  Retainage
         Amounts may then be borrowed in their  entirety  and  provided  further
         that  the   Administrative   Agent,   as  directed  by  the  *Sugarloaf
         Construction  Project Required Lenders and upon GSRP's  submission of a
         written  request  therefor  (which  request  shall  be  based  upon the
         completion  of  construction  work  at  the  *Sugarloaf  Project  by  a
         subcontractor or by the General  Contractor for the *Sugarloaf  Project
         and the  desire  of  GSRP  to pay  such  subcontractor  or the  General
         Contractor  for such  work),  may agree to  advance  any or all of such
         unutilized  *Sugarloaf  Retainage  Amounts  prior to the  making of the
         *Sugarloaf  Final   Construction  Cost  Advance  upon  such  terms  and
         conditions as it may require;

                  (v) the  original  principal  amount of the  *Sugarloaf  Final
         Construction  Cost Advance,  assuming  compliance with clauses (ii) and
         (iii)  above,  shall not  exceed  100% of the  aggregate  amount of the
         *Sugarloaf  Retainage Amounts then owing to the General  Contractor for
         the  *Sugarloaf  Project  under  the  Construction   Contract  for  the
         *Sugarloaf  Project,  as of the date of the  making of such  *Sugarloaf
         Final Construction Cost Advance;
                  (vi) no more than one *Sugarloaf  Construction Project Advance
         shall be made during any weekly period and no  *Sugarloaf  Construction
         Project Advance shall be made if any other Construction Project Advance
         was made during such weekly period;

                  (vii) each *Sugarloaf  Construction Project Advance shall only
         relate or be attributable only to the *Sugarloaf Project;

               (viii) no *Sugarloaf  Construction Project Advance shall be in an
          amount of less than $50,000; and

                  (ix) the *Sugarloaf Construction Project Advance Lenders shall
         have confirmed to their reasonable  satisfaction  that the construction
         and credit criteria that appeared to have been satisfied at the Closing
         Date  continue  to be  satisfied  on the date of the  first  *Sugarloaf
         Construction Project Advance.



<PAGE>





                    2.2 INVENTORY ADVANCES 

 .        2.2      Inventory Advances

                  (a)  Steamboat  Inventory  Advances.  Each  of  the  Steamboat
         Inventory  Advance  Lenders  agrees,  pursuant  to the  terms  of  this
         Agreement and subject to the  satisfaction of the conditions  precedent
         in  Section  6A of this  Agreement,  to make its Pro Rata  Share of the
         single  advance to be made in respect of the  Steamboat  Project  (such
         advance being referred to herein as the "Steamboat  Inventory Advance")
         to GSRP, provided that

                           (i) the Steamboat Inventory Advance shall be used for
                  the sole  purpose  of  repaying  in full all of the  Steamboat
                  Construction  Project Advances and Steamboat Interest Advances
                  then outstanding;

                           (ii) no Default or Event of Default  shall then exist
                  which has not been waived by the Steamboat  Inventory Required
                  Lenders;

                           (iii)  on the  date of the  making  of the  Steamboat
                  Inventory  Advance  (and  after  giving  effect  thereto)  the
                  aggregate  original principal amount of all Advances hereunder
                  shall not exceed  $200,000,000,  provided  that in making such
                  calculation  there shall be no  duplication  in respect of any
                  Construction Project Advances which shall have been refinanced
                  by an Inventory Advance;

                           (iv)  on the  date  of the  making  of the  Steamboat
                  Inventory  Advance  (and  after  giving  effect  thereto)  the
                  aggregate   outstanding  principal  amount  of  all  Inventory
                  Advances shall not exceed the remainder of $145,000,000  minus
                  the aggregate outstanding principal amount of all Construction
                  Project  Advances  and Interest  Advances  that shall not have
                  been refinanced by an Inventory Advance; and

                           (v) the  Inventory  Advance  Date  for the  Steamboat
                  Inventory  Advance  shall have  fallen  within  the  Steamboat
                  Commitment Period.

                  For the benefit of the Steamboat  Construction Project Advance
         Lenders,  GSRP agrees that, with respect to the Steamboat  Project,  it
         shall satisfy the conditions  precedent in Section 6A and refinance the
         Steamboat Construction Project Advances and Steamboat Interest Advances
         with the Steamboat Inventory Advance as soon as possible after it shall
         have  satisfied the  condition  set forth in Section  6.4(b) hereof and
         shall cause in any case the  Inventory  Advance Date for the  Steamboat
         Inventory Advance to fall within the Steamboat Commitment Period.

                  (b) Canyons Inventory Advances.  Each of the Canyons Inventory
         Advance  Lenders  agrees,  pursuant to the terms of this  Agreement and
         subject to the  satisfaction of the conditions  precedent in Section 6A
         of this Agreement,  to make its Pro Rata Share of the single advance to
         be made in respect of the Canyons  Project (such advance being referred
         to herein as the "Canyons Inventory Advance") to GSRP, provided that

                           (i) the Canyons  Inventory  Advance shall be used for
                  the  sole  purpose  of  repaying  in full  all of the  Canyons
                  Construction  Project Advances and Canyons  Interest  Advances
                  then outstanding;

                           (ii) no Default or Event of Default  shall then exist
                  which has not been  waived by the Canyons  Inventory  Required
                  Lenders;

                           (iii)  on the  date  of  the  making  of the  Canyons
                  Inventory  Advance  (and  after  giving  effect  thereto)  the
                  aggregate  original principal amount of all Advances hereunder
                  shall not exceed  $200,000,000,  provided  that in making such
                  calculation  there shall be no  duplication  in respect of any
                  Construction Project Advances which shall have been refinanced
                  by an Inventory Advance;

                           (iv)  on the  date  of  the  making  of  the  Canyons
                  Inventory  Advance  (and  after  giving  effect  thereto)  the
                  aggregate   outstanding  principal  amount  of  all  Inventory
                  Advances shall not exceed the remainder of $145,000,000  minus
                  the aggregate outstanding principal amount of all Construction
                  Project  Advances  and Interest  Advances  that shall not have
                  been refinanced by an Inventory Advance; and

                           (v)  the  Inventory  Advance  Date  for  the  Canyons
                  Inventory   Advance  shall  have  fallen  within  the  Canyons
                  Commitment Period.

                  For the benefit of the Canyons  Construction  Project  Advance
         Lenders,  GSRP agrees  that,  with respect to the Canyons  Project,  it
         shall satisfy the conditions  precedent in Section 6A and refinance the
         Canyons  Construction  Project Advances and Canyons  Interest  Advances
         with the Canyons  Inventory  Advance as soon as possible after it shall
         have  satisfied the  condition  set forth in Section  6.4(b) hereof and
         shall  cause in any case the  Inventory  Advance  Date for the  Canyons
         Inventory Advance to fall within the Canyons Commitment Period.

                  (c)  *Sugarbush  Inventory  Advances.  Each of the  *Sugarbush
         Inventory  Advance  Lenders  agrees,  pursuant  to the  terms  of  this
         Agreement and subject to the  satisfaction of the conditions  precedent
         in  Section  6A of this  Agreement,  to make its Pro Rata  Share of the
         single  advance to be made in respect of the  *Sugarbush  Project (such
         advance being referred to herein as the "*Sugarbush Inventory Advance")
         to GSRP, provided that

                           (i) the  *Sugarbush  Inventory  Advance shall be used
                  for the sole purpose of repaying in full all of the *Sugarbush
                  Construction Project Advances and *Sugarbush Interest Advances
                  then outstanding;

                           (ii) no Default or Event of Default  shall then exist
                  which has not been waived by the *Sugarbush Inventory Required
                  Lenders;

                           (iii) on the  date of the  making  of the  *Sugarbush
                  Inventory  Advance  (and  after  giving  effect  thereto)  the
                  aggregate  original principal amount of all Advances hereunder
                  shall not exceed $[to be determined],  provided that in making
                  such  calculation  there shall be no duplication in respect of
                  any  Construction  Project  Advances  which  shall  have  been
                  refinanced by an Inventory Advance;

                           (iv) on the  date  of the  making  of the  *Sugarbush
                  Inventory  Advance  (and  after  giving  effect  thereto)  the
                  aggregate   outstanding  principal  amount  of  all  Inventory
                  Advances shall not exceed the remainder of $[to be determined]
                  minus  the  aggregate  outstanding  principal  amount  of  all
                  Construction Project Advances and Interest Advances that shall
                  not have been refinanced by an Inventory Advance; and

                           (v) the  Inventory  Advance  Date for the  *Sugarbush
                  Inventory  Advance  shall have  fallen  within the  *Sugarbush
                  Commitment Period.

                  For the benefit of the *Sugarbush Construction Project Advance
         Lenders,  GSRP agrees that, with respect to the *Sugarbush  Project, it
         shall satisfy the conditions  precedent in Section 6A and refinance the
         *Sugarbush   Construction  Project  Advances  and  *Sugarbush  Interest
         Advances  with the  *Sugarbush  Inventory  Advance as soon as  possible
         after it shall have satisfied the condition set forth in Section 6.4(b)
         hereof and shall cause in any case the  Inventory  Advance Date for the
         *Sugarbush  Inventory Advance to fall within the *Sugarbush  Commitment
         Period.

                  (d)  *Sugarloaf  Inventory  Advances.  Each of the  *Sugarloaf
         Inventory  Advance  Lenders  agrees,  pursuant  to the  terms  of  this
         Agreement and subject to the  satisfaction of the conditions  precedent
         in  Section  6A of this  Agreement,  to make its Pro Rata  Share of the
         single  advance to be made in respect of the  *Sugarloaf  Project (such
         advance being referred to herein as the "*Sugarloaf Inventory Advance")
         to GSRP, provided that

                           (i) the  *Sugarloaf  Inventory  Advance shall be used
                  for the sole purpose of repaying in full all of the *Sugarloaf
                  Construction Project Advances and *Sugarloaf Interest Advances
                  then outstanding;

                           (ii) no Default or Event of Default  shall then exist
                  which has not been waived by the *Sugarloaf Inventory Required
                  Lenders;

                           (iii) on the  date of the  making  of the  *Sugarloaf
                  Inventory  Advance  (and  after  giving  effect  thereto)  the
                  aggregate  original principal amount of all Advances hereunder
                  shall not exceed $[to be determined],  provided that in making
                  such  calculation  there shall be no duplication in respect of
                  any  Construction  Project  Advances  which  shall  have  been
                  refinanced by an Inventory Advance;

                           (iv) on the  date  of the  making  of the  *Sugarloaf
                  Inventory  Advance  (and  after  giving  effect  thereto)  the
                  aggregate   outstanding  principal  amount  of  all  Inventory
                  Advances shall not exceed the remainder of $[to be determined]
                  minus  the  aggregate  outstanding  principal  amount  of  all
                  Construction Project Advances and Interest Advances that shall
                  not have been refinanced by an Inventory Advance; and

                           (v) the  Inventory  Advance  Date for the  *Sugarloaf
                  Inventory  Advance  shall have  fallen  within the  *Sugarloaf
                  Commitment Period.

                  For the benefit of the *Sugarloaf Construction Project Advance
         Lenders,  GSRP agrees that, with respect to the *Sugarloaf  Project, it
         shall satisfy the conditions  precedent in Section 6A and refinance the
         *Sugarloaf   Construction  Project  Advances  and  *Sugarloaf  Interest
         Advances  with the  *Sugarloaf  Inventory  Advance as soon as  possible
         after it shall have satisfied the condition set forth in Section 6.4(b)
         hereof and shall cause in any case the  Inventory  Advance Date for the
         *Sugarloaf  Inventory Advance to fall within the *Sugarloaf  Commitment
         Period.

                  (e) Jordan  Bowl  Inventory  Advance.  Each of the Jordan Bowl
         Inventory  Advance  Lenders  agrees,  pursuant  to the  terms  of  this
         Agreement and subject to the  satisfaction of the conditions  precedent
         in  Section  6B of this  Agreement,  to make its Pro Rata  Share of the
         single  advance to be made in respect of the Jordan Bowl Project  (such
         advance  being  referred  to  herein  as  the  "Jordan  Bowl  Inventory
         Advance") to GSRP, provided that

                           (i) the Jordan Bowl  Inventory  Advance shall be used
                  for the sole  purpose of  repaying in full all of the loans in
                  respect of the Jordan Bowl Project then outstanding  under LSA
                  I and paying a portion of the Loan  Costs and  commitment  fee
                  then due and payable hereunder;

                           (ii) no Default or Event of Default  shall then exist
                  which  has  not  been  waived  by the  Jordan  Bowl  Inventory
                  Required Lenders;

                           (iii) on the date of the  making of the  Jordan  Bowl
                  Inventory  Advance  (and  after  giving  effect  thereto)  the
                  aggregate  original principal amount of all Advances hereunder
                  shall not exceed $200,000,000;

                           (iv) on the date of the  making  of the  Jordan  Bowl
                  Inventory  Advance  (and  after  giving  effect  thereto)  the
                  aggregate   outstanding  principal  amount  of  all  Inventory
                  Advances shall not exceed the remainder of $145,000,000  minus
                  the aggregate outstanding principal amount of all Construction
                  Project  Advances  and Interest  Advances  that shall not have
                  been refinanced by an Inventory Advance; and

                           (v) the  Inventory  Advance  Date for the Jordan Bowl
                  Inventory  Advance  shall have  fallen  within the Jordan Bowl
                  Commitment Period.

                  (f) Attitash Inventory Advance. Each of the Attitash Inventory
         Advance  Lenders  agrees,  pursuant to the terms of this  Agreement and
         subject to the  satisfaction of the conditions  precedent in Section 6B
         of this Agreement,  to make its Pro Rata Share of the single advance to
         be made in respect of the Attitash Project (such advance being referred
         to herein as the "Attitash Inventory Advance") to GSRP, provided that

                           (i) the Attitash  Inventory Advance shall be used for
                  the sole  purpose  of  repaying  in full  all of the  loans in
                  respect of the Attitash Project then  outstanding  under LSA I
                  and paying a portion of the Loan Costs and commitment fee then
                  due and payable hereunder;

                           (ii) no Default or Event of Default  shall then exist
                  which has not been waived by the Attitash  Inventory  Required
                  Lenders;

                           (iii)  on the  date  of the  making  of the  Attitash
                  Inventory  Advance  (and  after  giving  effect  thereto)  the
                  aggregate  original principal amount of all Advances hereunder
                  shall not exceed $200,000,000;

                           (iv)  on the  date  of  the  making  of the  Attitash
                  Inventory  Advance  (and  after  giving  effect  thereto)  the
                  aggregate   outstanding  principal  amount  of  all  Inventory
                  Advances shall not exceed the remainder of $145,000,000  minus
                  the aggregate outstanding principal amount of all Construction
                  Project  Advances  and Interest  Advances  that shall not have
                  been refinanced by an Inventory Advance; and

                           (v) the  Inventory  Advance  Date  for  the  Attitash
                  Inventory  Advance  shall  have  fallen  within  the  Attitash
                  Commitment Period.

                  (g)  Killington  Inventory  Advance.  Each  of the  Killington
         Inventory  Advance  Lenders  agrees,  pursuant  to the  terms  of  this
         Agreement and subject to the  satisfaction of the conditions  precedent
         in  Section  6B of this  Agreement,  to make its Pro Rata  Share of the
         single  advance to be made in respect of the  Killington  Project (such
         advance being referred to herein as the "Killington Inventory Advance")
         to GSRP, provided that

                           (i) the  Killington  Inventory  Advance shall be used
                  for the sole  purpose of  repaying in full all of the loans in
                  respect of the Killington Project then outstanding under LSA I
                  and paying a portion of the Loan Costs and commitment fee then
                  due and payable hereunder;

                           (ii) no Default or Event of Default  shall then exist
                  which has not been waived by the Killington Inventory Required
                  Lenders;

                           (iii) on the  date of the  making  of the  Killington
                  Inventory  Advance  (and  after  giving  effect  thereto)  the
                  aggregate  original principal amount of all Advances hereunder
                  shall not exceed $200,000,000;

                           (iv) on the  date  of the  making  of the  Killington
                  Inventory  Advance  (and  after  giving  effect  thereto)  the
                  aggregate   outstanding  principal  amount  of  all  Inventory
                  Advances shall not exceed the remainder of $145,000,000  minus
                  the aggregate outstanding principal amount of all Construction
                  Project  Advances  and Interest  Advances  that shall not have
                  been refinanced by an Inventory Advance; and

                           (v) the  Inventory  Advance  Date for the  Killington
                  Inventory  Advance  shall have  fallen  within the  Killington
                  Commitment Period.

                  (h) Mt. Snow Inventory Advance. Each of the Mt. Snow Inventory
         Advance  Lenders  agrees,  pursuant to the terms of this  Agreement and
         subject to the  satisfaction of the conditions  precedent in Section 6B
         of this Agreement,  to make its Pro Rata Share of the single advance to
         be made in respect of the Mt. Snow Project (such advance being referred
         to herein as the "Mt. Snow Inventory Advance") to GSRP, provided that

                           (i) the Mt. Snow Inventory  Advance shall be used for
                  the sole  purpose  of  repaying  in full  all of the  loans in
                  respect of the Mt. Snow Project then  outstanding  under LSA I
                  and paying a portion of the Loan Costs and commitment fee then
                  due and payable hereunder;

                              (ii) no  Default  or Event of  Default  shall then
                    exist which has not been  waived by the Mt.  Snow  Inventory
                    Required Lenders;

                           (iii)  on the  date of the  making  of the  Mt.  Snow
                  Inventory  Advance  (and  after  giving  effect  thereto)  the
                  aggregate  original principal amount of all Advances hereunder
                  shall not exceed $200,000,000;

                           (iv)  on the  date  of the  making  of the  Mt.  Snow
                  Inventory  Advance  (and  after  giving  effect  thereto)  the
                  aggregate   outstanding  principal  amount  of  all  Inventory
                  Advances shall not exceed the remainder of $145,000,000  minus
                  the aggregate outstanding principal amount of all Construction
                  Project  Advances  and Interest  Advances  that shall not have
                  been refinanced by an Inventory Advance; and

                           (v) the  Inventory  Advance  Date  for  the Mt.  Snow
                  Inventory  Advance  shall  have  fallen  within  the Mt.  Snow
                  Commitment Period.



<PAGE>





          2.3 BORROWING MECHANICS; ADVANCES GENERALLY

 .        2.3      Borrowing Mechanics; Advances Generally

                  (a)      Borrowing Mechanics.

                           (i) (A) All requested Steamboat  Construction Project
                           Advances and Steamboat  Interest  Advances under this
                           Agreement shall be made by the Steamboat Construction
                           Project    Advance   Lenders    simultaneously    and
                           proportionately  to their  respective Pro Rata Shares
                           and in  accordance  with their  respective  Steamboat
                           Construction  Project Advance  Commitments,  it being
                           understood  that no  Steamboat  Construction  Project
                           Advance Lender shall be  responsible  for any default
                           by any other Steamboat  Construction  Project Advance
                           Lender in that other Lender's  obligation to make its
                           share of a requested Steamboat  Construction  Project
                           Advance or Steamboat  Interest  Advance nor shall the
                           Steamboat  Construction Project Advance Commitment of
                           any Steamboat  Construction Project Advance Lender be
                           increased  or  decreased  as a result of a default by
                           any  other  Steamboat  Construction  Project  Advance
                           Lender in that other Lender's  obligation to make its
                           share of a requested Steamboat  Construction  Project
                           Advance or Steamboat Interest Advance,  provided that
                           any  one  or  more  of  the  nondefaulting  Steamboat
                           Construction  Project  Advance  Lenders may, in their
                           sole  discretion and by a written notice to GSRP, the
                           Administrative  Agent  and the  defaulting  Steamboat
                           Construction  Project Advance Lender, elect to assume
                           that portion of the  Steamboat  Construction  Project
                           Advance  Commitment  of  such  defaulting   Steamboat
                           Construction  Project  Advance  Lender not then being
                           honored  by such  defaulting  Steamboat  Construction
                           Project  Advance  Lender and,  in any such case,  the
                           Steamboat  Construction Project Advance Commitment of
                           such  nondefaulting  Steamboat  Construction  Project
                           Advance   Lenders  and  the  Steamboat   Construction
                           Project   Advance   Commitment  of  such   defaulting
                           Steamboat  Construction  Project Advance Lender shall
                           be appropriately  adjusted to reflect such assumption
                           (if   more   than   one    nondefaulting    Steamboat
                           Construction  Project  Advance Lender shall desire to
                           effect the  assumption  referred to in this sentence,
                           such  assumption  shall be shared  ratably among such
                           nondefaulting  Steamboat Construction Project Advance
                           Lenders in accordance with their respective Steamboat
                           Construction   Project   Advance   Commitments,    as
                           determined  immediately prior to such assumption) and
                           new  Steamboat  Construction  Project  Advance  Notes
                           shall be issued in exchange for the then  outstanding
                           Steamboat   Construction  Project  Advance  Notes  to
                           reflect such assumption.

                                    (B)  All  requested   Canyons   Construction
                           Project Advances and Canyons Interest  Advances under
                           this   Agreement   shall  be  made  by  the   Canyons
                           Construction  Project Advance Lenders  simultaneously
                           and  proportionately  to  their  respective  Pro Rata
                           Shares  and  in  accordance  with  their   respective
                           Canyons Construction Project Advance Commitments,  it
                           being understood that no Canyons Construction Project
                           Advance Lender shall be  responsible  for any default
                           by any other  Canyons  Construction  Project  Advance
                           Lender in that other Lender's  obligation to make its
                           share of a  requested  Canyons  Construction  Project
                           Advance or  Canyons  Interest  Advance  nor shall the
                           Canyons  Construction  Project Advance  Commitment of
                           any Canyons  Construction  Project  Advance Lender be
                           increased  or  decreased  as a result of a default by
                           any other Canyons Construction Project Advance Lender
                           in that other  Lender's  obligation to make its share
                           of a requested Canyons  Construction  Project Advance
                           or Canyons Interest Advance, provided that any one or
                           more  of  the  nondefaulting   Canyons   Construction
                           Project Advance Lenders may, in their sole discretion
                           and by a written notice to GSRP,  the  Administrative
                           Agent and the defaulting Canyons Construction Project
                           Advance  Lender,  elect to assume that portion of the
                           Canyons  Construction  Project Advance  Commitment of
                           such defaulting Canyons  Construction Project Advance
                           Lender  not then  being  honored  by such  defaulting
                           Canyons  Construction  Project Advance Lender and, in
                           any  such  case,  the  Canyons  Construction  Project
                           Advance  Commitment  of  such  nondefaulting  Canyons
                           Construction  Project Advance Lenders and the Canyons
                           Construction   Project  Advance  Commitment  of  such
                           defaulting  Canyons   Construction   Project  Advance
                           Lender  shall be  appropriately  adjusted  to reflect
                           such  assumption  (if  more  than  one  nondefaulting
                           Canyons  Construction  Project  Advance  Lender shall
                           desire to effect the  assumption  referred to in this
                           sentence,  such  assumption  shall be shared  ratably
                           among such nondefaulting Canyons Construction Project
                           Advance Lenders in accordance  with their  respective
                           Canyons Construction Project Advance Commitments,  as
                           determined  immediately prior to such assumption) and
                           new Canyons  Construction Project Advance Notes shall
                           be  issued  in  exchange  for  the  then  outstanding
                           Canyons Construction Project Advance Notes to reflect
                           such assumption.

                                    (C) All  requested  *Sugarbush  Construction
                           Project  Advances and  *Sugarbush  Interest  Advances
                           under this Agreement  shall be made by the *Sugarbush
                           Construction  Project Advance Lenders  simultaneously
                           and  proportionately  to  their  respective  Pro Rata
                           Shares  and  in  accordance  with  their   respective
                           *Sugarbush  Construction Project Advance Commitments,
                           it being  understood that no *Sugarbush  Construction
                           Project  Advance Lender shall be responsible  for any
                           default by any other *Sugarbush  Construction Project
                           Advance Lender in that other  Lender's  obligation to
                           make its share of a requested *Sugarbush Construction
                           Project  Advance or *Sugarbush  Interest  Advance nor
                           shall the  *Sugarbush  Construction  Project  Advance
                           Commitment  of any  *Sugarbush  Construction  Project
                           Advance  Lender be increased or decreased as a result
                           of a  default  by any other  *Sugarbush  Construction
                           Project   Advance   Lender  in  that  other  Lender's
                           obligation   to  make  its   share  of  a   requested
                           *Sugarbush Construction Project Advance or *Sugarbush
                           Interest  Advance,  provided  that any one or more of
                           the  nondefaulting  *Sugarbush  Construction  Project
                           Advance  Lenders may, in their sole discretion and by
                           a written  notice to GSRP, the  Administrative  Agent
                           and the defaulting  *Sugarbush  Construction  Project
                           Advance  Lender,  elect to assume that portion of the
                           *Sugarbush Construction Project Advance Commitment of
                           such  defaulting   *Sugarbush   Construction  Project
                           Advance   Lender  not  then  being  honored  by  such
                           defaulting  *Sugarbush  Construction  Project Advance
                           Lender  and,  in  any  such  case,   the   *Sugarbush
                           Construction   Project  Advance  Commitment  of  such
                           nondefaulting *Sugarbush Construction Project Advance
                           Lenders  and  the  *Sugarbush   Construction  Project
                           Advance  Commitment  of  such  defaulting  *Sugarbush
                           Construction   Project   Advance   Lender   shall  be
                           appropriately adjusted to reflect such assumption (if
                           more than one nondefaulting  *Sugarbush  Construction
                           Project  Advance  Lender  shall  desire to effect the
                           assumption   referred  to  in  this  sentence,   such
                           assumption   shall  be  shared   ratably  among  such
                           nondefaulting *Sugarbush Construction Project Advance
                           Lenders   in   accordance   with   their   respective
                           *Sugarbush  Construction Project Advance Commitments,
                           as determined  immediately  prior to such assumption)
                           and new *Sugarbush Construction Project Advance Notes
                           shall be issued in exchange for the then  outstanding
                           *Sugarbush  Construction  Project  Advance  Notes  to
                           reflect such assumption.

                                    (D) All  requested  *Sugarloaf  Construction
                           Project  Advances and  *Sugarloaf  Interest  Advances
                           under this Agreement  shall be made by the *Sugarloaf
                           Construction  Project Advance Lenders  simultaneously
                           and  proportionately  to  their  respective  Pro Rata
                           Shares  and  in  accordance  with  their   respective
                           *Sugarloaf  Construction Project Advance Commitments,
                           it being  understood that no *Sugarloaf  Construction
                           Project  Advance Lender shall be responsible  for any
                           default by any other *Sugarloaf  Construction Project
                           Advance Lender in that other  Lender's  obligation to
                           make its share of a requested *Sugarloaf Construction
                           Project  Advance or *Sugarloaf  Interest  Advance nor
                           shall the  *Sugarloaf  Construction  Project  Advance
                           Commitment  of any  *Sugarloaf  Construction  Project
                           Advance  Lender be increased or decreased as a result
                           of a  default  by any other  *Sugarloaf  Construction
                           Project   Advance   Lender  in  that  other  Lender's
                           obligation   to  make  its   share  of  a   requested
                           *Sugarloaf Construction Project Advance or *Sugarloaf
                           Interest  Advance,  provided  that any one or more of
                           the  nondefaulting  *Sugarloaf  Construction  Project
                           Advance  Lenders may, in their sole discretion and by
                           a written  notice to GSRP, the  Administrative  Agent
                           and the defaulting  *Sugarloaf  Construction  Project
                           Advance  Lender,  elect to assume that portion of the
                           *Sugarloaf Construction Project Advance Commitment of
                           such  defaulting   *Sugarloaf   Construction  Project
                           Advance   Lender  not  then  being  honored  by  such
                           defaulting  *Sugarloaf  Construction  Project Advance
                           Lender  and,  in  any  such  case,   the   *Sugarloaf
                           Construction   Project  Advance  Commitment  of  such
                           nondefaulting *Sugarloaf Construction Project Advance
                           Lenders  and  the  *Sugarloaf   Construction  Project
                           Advance  Commitment  of  such  defaulting  *Sugarloaf
                           Construction   Project   Advance   Lender   shall  be
                           appropriately adjusted to reflect such assumption (if
                           more than one nondefaulting  *Sugarloaf  Construction
                           Project  Advance  Lender  shall  desire to effect the
                           assumption   referred  to  in  this  sentence,   such
                           assumption   shall  be  shared   ratably  among  such
                           nondefaulting *Sugarloaf Construction Project Advance
                           Lenders   in   accordance   with   their   respective
                           *Sugarloaf  Construction Project Advance Commitments,
                           as determined  immediately  prior to such assumption)
                           and new *Sugarloaf Construction Project Advance Notes
                           shall be issued in exchange for the then  outstanding
                           *Sugarloaf  Construction  Project  Advance  Notes  to
                           reflect such assumption.

                                    (E) The Steamboat Inventory Advance shall be
                           made    by   the    Steamboat    Inventory    Lenders
                           simultaneously    and    proportionately   to   their
                           respective  Pro Rata  Shares and in  accordance  with
                           their   respective    Steamboat   Inventory   Advance
                           Commitments,  it being  understood  that no Steamboat
                           Inventory Advance Lender shall be responsible for any
                           default  by any  other  Steamboat  Inventory  Advance
                           Lender in that other Lender's  obligation to make its
                           share of the  Steamboat  Inventory  Advance nor shall
                           the  Steamboat  Inventory  Advance  Commitment of any
                           Steamboat  Inventory  Advance  Lender be increased or
                           decreased  as a  result  of a  default  by any  other
                           Steamboat  Inventory  Advance  Lender  in that  other
                           Lender's   obligation   to  make  its  share  of  the
                           Steamboat Inventory Advance, provided that any one or
                           more of the nondefaulting Steamboat Inventory Advance
                           Lenders  may,  in  their  sole  discretion  and  by a
                           written notice to GSRP, the Administrative  Agent and
                           the defaulting  Steamboat  Inventory  Advance Lender,
                           elect  to  assume  that  portion  of  the   Steamboat
                           Inventory  Advance   Commitment  of  such  defaulting
                           Steamboat  Inventory  Advance  Lender  not then being
                           honored  by  such  defaulting   Steamboat   Inventory
                           Advance  Lender and, in any such case,  the Steamboat
                           Inventory  Advance  Commitment of such  nondefaulting
                           Steamboat Inventory Advance Lenders and the Steamboat
                           Inventory  Advance   Commitment  of  such  defaulting
                           Steamboat   Inventory   Advance   Lender   shall   be
                           appropriately adjusted to reflect such assumption (if
                           more  than  one  nondefaulting   Steamboat  Inventory
                           Advance  Lender shall desire to effect the assumption
                           referred to in this sentence,  such assumption  shall
                           be shared ratably among such nondefaulting  Steamboat
                           Inventory  Advance  Lenders in accordance  with their
                           respective  Steamboat Inventory Advance  Commitments,
                           as determined  immediately  prior to such assumption)
                           and new  Steamboat  Inventory  Advance Notes shall be
                           issued in exchange for the then outstanding Steamboat
                           Inventory Advance Notes to reflect such assumption.

                                    (F) The Canyons  Inventory  Advance shall be
                           made by the Canyons Inventory Lenders  simultaneously
                           and  proportionately  to  their  respective  Pro Rata
                           Shares  and  in  accordance  with  their   respective
                           Canyons  Inventory  Advance  Commitments,   it  being
                           understood that no Canyons  Inventory  Advance Lender
                           shall be  responsible  for any  default  by any other
                           Canyons   Inventory  Advance  Lender  in  that  other
                           Lender's  obligation to make its share of the Canyons
                           Inventory  Advance  nor shall the  Canyons  Inventory
                           Advance  Commitment of any Canyons  Inventory Advance
                           Lender be  increased  or  decreased  as a result of a
                           default by any other Canyons Inventory Advance Lender
                           in that other  Lender's  obligation to make its share
                           of the Canyons Inventory  Advance,  provided that any
                           one or more of the  nondefaulting  Canyons  Inventory
                           Advance  Lenders may, in their sole discretion and by
                           a written  notice to GSRP, the  Administrative  Agent
                           and the defaulting  Canyons Inventory Advance Lender,
                           elect to assume that portion of the Canyons Inventory
                           Advance   Commitment  of  such   defaulting   Canyons
                           Inventory  Advance  Lender not then being  honored by
                           such defaulting Canyons Inventory Advance Lender and,
                           in any  such  case,  the  Canyons  Inventory  Advance
                           Commitment of such  nondefaulting  Canyons  Inventory
                           Advance  Lenders  and the Canyons  Inventory  Advance
                           Commitment  of  such  defaulting   Canyons  Inventory
                           Advance  Lender  shall be  appropriately  adjusted to
                           reflect   such   assumption   (if   more   than   one
                           nondefaulting  Canyons Inventory Advance Lender shall
                           desire to effect the  assumption  referred to in this
                           sentence,  such  assumption  shall be shared  ratably
                           among such  nondefaulting  Canyons  Inventory Advance
                           Lenders in accordance with their  respective  Canyons
                           Inventory   Advance   Commitments,    as   determined
                           immediately prior to such assumption) and new Canyons
                           Inventory  Advance  Notes shall be issued in exchange
                           for the then outstanding  Canyons  Inventory  Advance
                           Notes to reflect such assumption.

                                    (G) The *Sugarbush  Inventory  Advance shall
                           be  made   by  the   *Sugarbush   Inventory   Lenders
                           simultaneously    and    proportionately   to   their
                           respective  Pro Rata  Shares and in  accordance  with
                           their   respective   *Sugarbush   Inventory   Advance
                           Commitments,  it being  understood that no *Sugarbush
                           Inventory Advance Lender shall be responsible for any
                           default  by any other  *Sugarbush  Inventory  Advance
                           Lender in that other Lender's  obligation to make its
                           share of the *Sugarbush  Inventory  Advance nor shall
                           the *Sugarbush  Inventory  Advance  Commitment of any
                           *Sugarbush  Inventory  Advance Lender be increased or
                           decreased  as a  result  of a  default  by any  other
                           *Sugarbush  Inventory  Advance  Lender in that  other
                           Lender's   obligation   to  make  its  share  of  the
                           *Sugarbush  Inventory Advance,  provided that any one
                           or more  of the  nondefaulting  *Sugarbush  Inventory
                           Advance  Lenders may, in their sole discretion and by
                           a written  notice to GSRP, the  Administrative  Agent
                           and  the  defaulting   *Sugarbush  Inventory  Advance
                           Lender,   elect  to  assume   that   portion  of  the
                           *Sugarbush   Inventory  Advance  Commitment  of  such
                           defaulting  *Sugarbush  Inventory  Advance Lender not
                           then  being  honored  by such  defaulting  *Sugarbush
                           Inventory  Advance  Lender and, in any such case, the
                           *Sugarbush   Inventory  Advance  Commitment  of  such
                           nondefaulting  *Sugarbush  Inventory  Advance Lenders
                           and the *Sugarbush  Inventory  Advance  Commitment of
                           such defaulting  *Sugarbush  Inventory Advance Lender
                           shall  be  appropriately  adjusted  to  reflect  such
                           assumption (if more than one nondefaulting *Sugarbush
                           Inventory  Advance  Lender shall desire to effect the
                           assumption   referred  to  in  this  sentence,   such
                           assumption   shall  be  shared   ratably  among  such
                           nondefaulting *Sugarbush Inventory Advance Lenders in
                           accordance with their respective *Sugarbush Inventory
                           Advance Commitments,  as determined immediately prior
                           to  such  assumption)  and new  *Sugarbush  Inventory
                           Advance  Notes  shall be issued in  exchange  for the
                           then outstanding  *Sugarbush  Inventory Advance Notes
                           to reflect such assumption.
                                    (H) The *Sugarloaf  Inventory  Advance shall
                           be  made   by  the   *Sugarloaf   Inventory   Lenders
                           simultaneously    and    proportionately   to   their
                           respective  Pro Rata  Shares and in  accordance  with
                           their   respective   *Sugarloaf   Inventory   Advance
                           Commitments,  it being  understood that no *Sugarloaf
                           Inventory Advance Lender shall be responsible for any
                           default  by any other  *Sugarloaf  Inventory  Advance
                           Lender in that other Lender's  obligation to make its
                           share of the *Sugarloaf  Inventory  Advance nor shall
                           the *Sugarloaf  Inventory  Advance  Commitment of any
                           *Sugarloaf  Inventory  Advance Lender be increased or
                           decreased  as a  result  of a  default  by any  other
                           *Sugarloaf  Inventory  Advance  Lender in that  other
                           Lender's   obligation   to  make  its  share  of  the
                           *Sugarloaf  Inventory Advance,  provided that any one
                           or more  of the  nondefaulting  *Sugarloaf  Inventory
                           Advance  Lenders may, in their sole discretion and by
                           a written  notice to GSRP, the  Administrative  Agent
                           and  the  defaulting   *Sugarloaf  Inventory  Advance
                           Lender,   elect  to  assume   that   portion  of  the
                           *Sugarloaf   Inventory  Advance  Commitment  of  such
                           defaulting  *Sugarloaf  Inventory  Advance Lender not
                           then  being  honored  by such  defaulting  *Sugarloaf
                           Inventory  Advance  Lender and, in any such case, the
                           *Sugarloaf   Inventory  Advance  Commitment  of  such
                           nondefaulting  *Sugarloaf  Inventory  Advance Lenders
                           and the *Sugarloaf  Inventory  Advance  Commitment of
                           such defaulting  *Sugarloaf  Inventory Advance Lender
                           shall  be  appropriately  adjusted  to  reflect  such
                           assumption (if more than one nondefaulting *Sugarloaf
                           Inventory  Advance  Lender shall desire to effect the
                           assumption   referred  to  in  this  sentence,   such
                           assumption   shall  be  shared   ratably  among  such
                           nondefaulting *Sugarloaf Inventory Advance Lenders in
                           accordance with their respective *Sugarloaf Inventory
                           Advance Commitments,  as determined immediately prior
                           to  such  assumption)  and new  *Sugarloaf  Inventory
                           Advance  Notes  shall be issued in  exchange  for the
                           then outstanding  *Sugarloaf  Inventory Advance Notes
                           to reflect such assumption.

                                    (I) The Jordan Bowl Inventory  Advance shall
                           be  made  by  the  Jordan  Bowl   Inventory   Lenders
                           simultaneously    and    proportionately   to   their
                           respective  Pro Rata  Shares and in  accordance  with
                           their  respective   Jordan  Bowl  Inventory   Advance
                           Commitments,  it being understood that no Jordan Bowl
                           Inventory Advance Lender shall be responsible for any
                           default by any other  Jordan Bowl  Inventory  Advance
                           Lender in that other Lender's  obligation to make its
                           share of the Jordan Bowl Inventory  Advance nor shall
                           the Jordan Bowl Inventory  Advance  Commitment of any
                           Jordan Bowl Inventory  Advance Lender be increased or
                           decreased  as a  result  of a  default  by any  other
                           Jordan Bowl  Inventory  Advance  Lender in that other
                           Lender's  obligation  to make its share of the Jordan
                           Bowl Inventory Advance, provided that any one or more
                           of the  nondefaulting  Jordan Bowl Inventory  Advance
                           Lenders  may,  in  their  sole  discretion  and  by a
                           written notice to GSRP, the Administrative  Agent and
                           the defaulting  Jordan Bowl Inventory Advance Lender,
                           elect to  assume  that  portion  of the  Jordan  Bowl
                           Inventory  Advance   Commitment  of  such  defaulting
                           Jordan Bowl  Inventory  Advance Lender not then being
                           honored  by such  defaulting  Jordan  Bowl  Inventory
                           Advance Lender and, in any such case, the Jordan Bowl
                           Inventory  Advance  Commitment of such  nondefaulting
                           Jordan Bowl Inventory  Advance Lenders and the Jordan
                           Bowl Inventory Advance  Commitment of such defaulting
                           Jordan  Bowl   Inventory   Advance  Lender  shall  be
                           appropriately adjusted to reflect such assumption (if
                           more than one  nondefaulting  Jordan  Bowl  Inventory
                           Advance  Lender shall desire to effect the assumption
                           referred to in this sentence,  such assumption  shall
                           be shared  ratably  among such  nondefaulting  Jordan
                           Bowl  Inventory  Advance  Lenders in accordance  with
                           their  respective   Jordan  Bowl  Inventory   Advance
                           Commitments,  as determined immediately prior to such
                           assumption)  and new Jordan  Bowl  Inventory  Advance
                           Notes  shall  be  issued  in  exchange  for the  then
                           outstanding  Jordan Bowl  Inventory  Advance Notes to
                           reflect such assumption.

                                    (J) The Attitash  Inventory Advance shall be
                           made by the Attitash Inventory Lenders simultaneously
                           and  proportionately  to  their  respective  Pro Rata
                           Shares  and  in  accordance  with  their   respective
                           Attitash  Inventory  Advance  Commitments,  it  being
                           understood that no Attitash  Inventory Advance Lender
                           shall be  responsible  for any  default  by any other
                           Attitash  Inventory  Advance  Lender  in  that  other
                           Lender's obligation to make its share of the Attitash
                           Inventory  Advance nor shall the  Attitash  Inventory
                           Advance  Commitment of any Attitash Inventory Advance
                           Lender be  increased  or  decreased  as a result of a
                           default  by  any  other  Attitash  Inventory  Advance
                           Lender in that other Lender's  obligation to make its
                           share of the  Attitash  Inventory  Advance,  provided
                           that  any one or more of the  nondefaulting  Attitash
                           Inventory   Advance   Lenders   may,  in  their  sole
                           discretion  and by a  written  notice  to  GSRP,  the
                           Administrative  Agent  and  the  defaulting  Attitash
                           Inventory  Advance  Lender,   elect  to  assume  that
                           portion of the Attitash  Inventory Advance Commitment
                           of such defaulting  Attitash Inventory Advance Lender
                           not then being  honored by such  defaulting  Attitash
                           Inventory  Advance  Lender and, in any such case, the
                           Attitash   Inventory   Advance   Commitment  of  such
                           nondefaulting  Attitash Inventory Advance Lenders and
                           the Attitash  Inventory  Advance  Commitment  of such
                           defaulting Attitash Inventory Advance Lender shall be
                           appropriately adjusted to reflect such assumption (if
                           more  than  one  nondefaulting   Attitash   Inventory
                           Advance  Lender shall desire to effect the assumption
                           referred to in this sentence,  such assumption  shall
                           be shared ratably among such  nondefaulting  Attitash
                           Inventory  Advance  Lenders in accordance  with their
                           respective Attitash Inventory Advance Commitments, as
                           determined  immediately prior to such assumption) and
                           new Attitash  Inventory Advance Notes shall be issued
                           in  exchange  for  the  then   outstanding   Attitash
                           Inventory Advance Notes to reflect such assumption.
                                    (K) The Killington  Inventory  Advance shall
                           be  made   by  the   Killington   Inventory   Lenders
                           simultaneously    and    proportionately   to   their
                           respective  Pro Rata  Shares and in  accordance  with
                           their   respective   Killington   Inventory   Advance
                           Commitments,  it being  understood that no Killington
                           Inventory Advance Lender shall be responsible for any
                           default  by any other  Killington  Inventory  Advance
                           Lender in that other Lender's  obligation to make its
                           share of the Killington  Inventory  Advance nor shall
                           the Killington  Inventory  Advance  Commitment of any
                           Killington  Inventory  Advance Lender be increased or
                           decreased  as a  result  of a  default  by any  other
                           Killington  Inventory  Advance  Lender in that  other
                           Lender's   obligation   to  make  its  share  of  the
                           Killington  Inventory Advance,  provided that any one
                           or more  of the  nondefaulting  Killington  Inventory
                           Advance  Lenders may, in their sole discretion and by
                           a written  notice to GSRP, the  Administrative  Agent
                           and  the  defaulting   Killington  Inventory  Advance
                           Lender,   elect  to  assume   that   portion  of  the
                           Killington   Inventory  Advance  Commitment  of  such
                           defaulting  Killington  Inventory  Advance Lender not
                           then  being  honored  by such  defaulting  Killington
                           Inventory  Advance  Lender and, in any such case, the
                           Killington   Inventory  Advance  Commitment  of  such
                           nondefaulting  Killington  Inventory  Advance Lenders
                           and the Killington  Inventory  Advance  Commitment of
                           such defaulting  Killington  Inventory Advance Lender
                           shall  be  appropriately  adjusted  to  reflect  such
                           assumption (if more than one nondefaulting Killington
                           Inventory  Advance  Lender shall desire to effect the
                           assumption   referred  to  in  this  sentence,   such
                           assumption   shall  be  shared   ratably  among  such
                           nondefaulting Killington Inventory Advance Lenders in
                           accordance with their respective Killington Inventory
                           Advance Commitments,  as determined immediately prior
                           to  such  assumption)  and new  Killington  Inventory
                           Advance  Notes  shall be issued in  exchange  for the
                           then outstanding  Killington  Inventory Advance Notes
                           to reflect such assumption.

                                    (L) The Mt. Snow Inventory  Advance shall be
                           made by the Mt. Snow Inventory Lenders simultaneously
                           and  proportionately  to  their  respective  Pro Rata
                           Shares and in accordance  with their  respective  Mt.
                           Snow   Inventory   Advance   Commitments,   it  being
                           understood that no Mt. Snow Inventory  Advance Lender
                           shall be responsible for any default by any other Mt.
                           Snow Inventory  Advance Lender in that other Lender's
                           obligation   to  make  its  share  of  the  Mt.  Snow
                           Inventory  Advance nor shall the Mt.  Snow  Inventory
                           Advance  Commitment of any Mt. Snow Inventory Advance
                           Lender be  increased  or  decreased  as a result of a
                           default  by any  other  Mt.  Snow  Inventory  Advance
                           Lender in that other Lender's  obligation to make its
                           share of the Mt.  Snow  Inventory  Advance,  provided
                           that any one or more of the  nondefaulting  Mt.  Snow
                           Inventory   Advance   Lenders   may,  in  their  sole
                           discretion  and by a  written  notice  to  GSRP,  the
                           Administrative  Agent  and the  defaulting  Mt.  Snow
                           Inventory  Advance  Lender,   elect  to  assume  that
                           portion of the Mt. Snow Inventory Advance  Commitment
                           of such defaulting Mt. Snow Inventory  Advance Lender
                           not then being  honored by such  defaulting  Mt. Snow
                           Inventory  Advance  Lender and, in any such case, the
                           Mt.  Snow  Inventory   Advance   Commitment  of  such
                           nondefaulting  Mt. Snow Inventory Advance Lenders and
                           the Mt. Snow  Inventory  Advance  Commitment  of such
                           defaulting Mt. Snow Inventory Advance Lender shall be
                           appropriately adjusted to reflect such assumption (if
                           more  than  one   nondefaulting  Mt.  Snow  Inventory
                           Advance  Lender shall desire to effect the assumption
                           referred to in this sentence,  such assumption  shall
                           be shared ratably among such  nondefaulting  Mt. Snow
                           Inventory  Advance  Lenders in accordance  with their
                           respective Mt. Snow Inventory Advance Commitments, as
                           determined  immediately prior to such assumption) and
                           new Mt. Snow Inventory  Advance Notes shall be issued
                           in  exchange  for  the  then   outstanding  Mt.  Snow
                           Inventory Advance Notes to reflect such assumption.

                           (ii) Each Lender shall  deliver the amount of each of
                  its  Advances  directly  to the  Administrative  Agent  on the
                  applicable  Advance  Date in respect  thereof as provided  for
                  herein.

                           (iii) Subject to the  satisfaction  of the conditions
                  precedent set forth in Section 6, 6A or 6B hereof, as the case
                  may  be,  the  Administrative  Agent  shall  (A)  deliver  the
                  proceeds  of the Pro Rata Share of each  Construction  Project
                  Advance  from  each   Construction   Project   Advance  Lender
                  delivered to it in immediately  available funds to GSRP on the
                  applicable  Advance  Date in  immediately  available  funds as
                  provided for in Schedule 7 hereto and (B) deliver the proceeds
                  of the Pro Rata  Share of each  Inventory  Advance  from  each
                  Inventory  Advance  Lender  delivered  to  it  in  immediately
                  available  funds  to,  in the case of  Inventory  Advances  in
                  respect of the Construction Projects, the Construction Project
                  Advance  Lenders  whose  Construction   Project  Advances  and
                  Interest  Advances  are to be paid by such  Inventory  Advance
                  and, in the case of Inventory  Advances in respect of the 1997
                  Projects,  the lenders under LSA I. Unless the  Administrative
                  Agent  shall  have  been  notified  by a  Lender  prior to any
                  applicable  Advance  Date that such  Lender does not intend to
                  make available to the Administrative  Agent its Pro Rata Share
                  of  the  then  applicable   Construction  Project  Advance  or
                  Inventory  Advance  in  respect  of  such  Advance  Date,  the
                  Administrative  Agent may assume,  for purposes of this clause
                  (iii),  that such Lender will make such Pro Rata Share of such
                  Advance then requested  available to the Administrative  Agent
                  on the applicable Advance Date, and the  Administrative  Agent
                  may, in its sole  discretion,  but shall not be obligated  to,
                  deliver to GSRP, as provided in clause (ii) above,  the amount
                  of such Pro Rata Share of such  Advance.  If such  Lender does
                  not in fact  make  such  Pro Rata  Share of such  Construction
                  Project Advance available to the  Administrative  Agent on the
                  applicable  Advance Date,  the  Administrative  Agent shall be
                  entitled to recover such amount from such Lender together with
                  interest  accrued thereon at the Interest Rate. If such Lender
                  shall  not  pay  to  the  Administrative   Agent  such  amount
                  (together  with interest)  forthwith  upon the  Administrative
                  Agent's demand therefor, the Administrative Agent may promptly
                  inform, in writing,  GSRP of such circumstances and GSRP shall
                  promptly repay or pay, as the case may be, such Pro Rata Share
                  of such Advance  together with interest accrued thereon at the
                  Interest  Rate for the period of time such Advance  shall have
                  been outstanding. Nothing in this clause (iii) shall be deemed
                  to relieve  any Lender  from its  obligations  to fulfill  its
                  Commitment hereunder and nothing in this clause (iii) shall be
                  deemed to relieve  any  nondefaulting  Lender  from its rights
                  under clause (i) above.

                  (b)      Advances Generally.

                           (i) Other than as provided in Sections  2.5,  3.5 and
                  3.6 hereof,  GSRP may not prepay the Loan. It is the intention
                  of GSRP and the Lenders  that the Loan be available to GSRP in
                  a series of advances  (including  the Interest  Advances,  the
                  Construction  Project  Advances and Inventory  Advances) to be
                  made during the Commitment Period,  provided that GSRP and the
                  Lenders  acknowledge  that  certain  of the  Lenders  may have
                  extended commitments to GSRP only in respect of certain of the
                  Advances.  GSRP may not  re-borrow any amount of any Inventory
                  Advance  that  has been  paid in  whole or part.  GSRP may not
                  re-borrow  any amount of any  Interest  Advance  that has been
                  paid.  GSRP may  re-borrow,  in accordance  with the terms and
                  conditions hereof,  any Construction  Project Advance that has
                  been paid except that no Construction Project Advance which is
                  a Final Construction Cost Advance may be re-borrowed and, with
                  respect to any Project,  no  Construction  Project  Advance in
                  respect  of such  Project  made prior to the making of a Final
                  Construction  Cost  Advance in respect of such  Project may be
                  reborrowed  after the making of such Final  Construction  Cost
                  Advance.

                           (ii) The Loan  shall be  payable  in the  manner  set
                  forth in Sections 2.4 and 2.5 of this Agreement. The Steamboat
                  Construction  Project  Advances  and  the  Steamboat  Interest
                  Advances   shall  be  due  and   payable   on  the   Steamboat
                  Construction  Project Advances Maturity Date together with any
                  accrued  interest  thereon then remaining unpaid and any other
                  unpaid  amounts  outstanding  hereunder  and  related  to  the
                  Steamboat   Construction   Project  Advances;   the  Steamboat
                  Inventory  Advance  shall be due and payable on the  Steamboat
                  Inventory  Advance  Maturity  Date  together  with any accrued
                  interest  thereon then  remaining  unpaid and any other unpaid
                  amounts  outstanding  hereunder  and related to the  Steamboat
                  Inventory Advance.  The Canyons  Construction Project Advances
                  and the Canyons Interest  Advances shall be due and payable on
                  the  Canyons   Construction  Project  Advances  Maturity  Date
                  together  with any accrued  interest  thereon  then  remaining
                  unpaid and any other unpaid amounts outstanding  hereunder and
                  related to the  Canyons  Construction  Project  Advances;  the
                  Canyons  Inventory  Advance  shall be due and  payable  on the
                  Canyons  Inventory  Advance  Maturity  Date  together with any
                  accrued  interest  thereon then remaining unpaid and any other
                  unpaid  amounts  outstanding  hereunder  and  related  to  the
                  Canyons  Inventory  Advances.   The  *Sugarbush   Construction
                  Project Advances and the *Sugarbush Interest Advances shall be
                  due  and  payable  on  the  *Sugarbush   Construction  Project
                  Advances  Maturity  Date  together  with any accrued  interest
                  thereon then  remaining  unpaid and any other  unpaid  amounts
                  outstanding   hereunder   and   related   to  the   *Sugarbush
                  Construction   Project  Advances;   the  *Sugarbush  Inventory
                  Advance shall be due and payable on the  *Sugarbush  Inventory
                  Advance  Maturity  Date  together  with any  accrued  interest
                  thereon then  remaining  unpaid and any other  unpaid  amounts
                  outstanding  hereunder and related to the *Sugarbush Inventory
                  Advance. The *Sugarloaf  Construction Project Advances and the
                  *Sugarloaf  Interest  Advances shall be due and payable on the
                  *Sugarloaf   Construction   Project  Advances   Maturity  Date
                  together  with any accrued  interest  thereon  then  remaining
                  unpaid and any other unpaid amounts outstanding  hereunder and
                  related to the *Sugarloaf  Inventory  Advance;  the *Sugarloaf
                  Inventory  Advance shall be due and payable on the  *Sugarloaf
                  Inventory  Advance  Maturity  Date  together  with any accrued
                  interest  thereon then  remaining  unpaid and any other unpaid
                  amounts  outstanding  hereunder and related to the  *Sugarloaf
                  Inventory Advance.  The Jordan Bowl Inventory Advance shall be
                  due and payable on the Jordan Bowl Inventory  Advance Maturity
                  Date together with any accrued interest thereon then remaining
                  unpaid and any other unpaid amounts outstanding  hereunder and
                  related to the Jordan Bowl  Inventory  Advance.  The  Attitash
                  Inventory  Advance  shall be due and  payable on the  Attitash
                  Inventory  Advance  Maturity  Date  together  with any accrued
                  interest  thereon then  remaining  unpaid and any other unpaid
                  amounts  outstanding  hereunder  and  related to the  Attitash
                  Inventory Advance.  The Killington  Inventory Advance shall be
                  due and payable on the Killington  Inventory  Advance Maturity
                  Date together with any accrued interest thereon then remaining
                  unpaid and any other unpaid amounts outstanding  hereunder and
                  related to the  Killington  Inventory  Advance.  The Mt.  Snow
                  Inventory  Advance  shall be due and  payable on the Mt.  Snow
                  Inventory  Advance  Maturity  Date  together  with any accrued
                  interest  thereon then  remaining  unpaid and any other unpaid
                  amounts  outstanding  hereunder  and  related to the Mt.  Snow
                  Inventory Advance.

                           (iii) For the avoidance of doubt,  no Lender shall be
                  obligated  to make any  Advance  hereunder  if,  after  giving
                  effect  thereto,  the  maximum  amount of such  Lender's  Loan
                  Exposure would be exceeded.



<PAGE>





          2.4 ISSUANCE OF NOTE; INTEREST PAYMENTS 

         2.4      Issuance of Note; Interest Payments.

          (a) Notes. GSRP shall authorize, issue and deliver the following:

                           (i) to each Steamboat  Construction  Project  Advance
                  Lender  a  Steamboat  Construction  Project  Advance  Note (as
                  amended from time to time, a "Steamboat  Construction  Project
                  Advance Note," and, collectively,  the "Steamboat Construction
                  Project Advance Notes"), substantially in the form attached to
                  this  Agreement as Exhibit E-1, to evidence  such Lender's Pro
                  Rata Share of the  Steamboat  Loan and in the original  stated
                  principal  amount  of  such  Lender's  Steamboat  Construction
                  Project  Advance  Commitment.  Each of the  Lenders  is hereby
                  authorized  by GSRP to record (in good faith) in the manual or
                  data  processing  records  of  such  Lender,  or on  the  grid
                  schedule annexed to the Note of such Lender,

                                    (A) the  date  and  amount  of its Pro  Rata
                           Share of each Steamboat  Construction Project Advance
                           extended to GSRP hereunder,

                                        (B)  whether  the Advance is a Steamboat
                              Interest Advance, and

                                    (C) the  date  and  amount  of its Pro  Rata
                           Share of each  repayment  of  principal  of each such
                           Advance  and its Pro Rata  Share of each  payment  of
                           interest on account of each such Advance.

                  In the absence of manifest  error,  such  records and schedule
                  shall be  conclusive as to such Lender's Pro Rata Share of the
                  outstanding  principal  amount of each Steamboat  Construction
                  Project  Advance,  each  Steamboat  Interest  Advance  and the
                  Steamboat  Loan as well as such Lender's Pro Rata Share of the
                  payment of interest  accrued  thereunder;  provided,  that the
                  failure to make any such record entry with respect to any such
                  Advance  or any such  payment  shall  not  limit or  otherwise
                  affect  the  obligations  of GSRP to such  Lender  under  this
                  Agreement,  the Steamboat Construction Project Advance Note of
                  such Lender or any other Steamboat Security Document.

                           (ii) to each  Canyons  Construction  Project  Advance
                  Lender a Canyons Construction Project Advance Note (as amended
                  from time to time,  a "Canyons  Construction  Project  Advance
                  Note," and,  collectively,  the "Canyons  Construction Project
                  Advance  Notes"),  substantially  in the form attached to this
                  Agreement as Exhibit E-2, to evidence  such  Lender's Pro Rata
                  Share of the Canyons Loan and in the original stated principal
                  amount of such Lender's Canyons  Construction  Project Advance
                  Commitment.  Each of the Lenders is hereby  authorized by GSRP
                  to record  (in good  faith) in the  manual or data  processing
                  records of such Lender, or on the grid schedule annexed to the
                  Note of such Lender,

                                    (A) the  date  and  amount  of its Pro  Rata
                           Share of each Canyons  Construction  Project  Advance
                           extended to GSRP hereunder,

                                        (B)  whether  the  Advance  is a Canyons
                              Interest Advance, and

                                    (C) the  date  and  amount  of its Pro  Rata
                           Share of each  repayment  of  principal  of each such
                           Advance  and its Pro Rata  Share of each  payment  of
                           interest on account of each such Advance.

                  In the absence of manifest  error,  such  records and schedule
                  shall be  conclusive as to such Lender's Pro Rata Share of the
                  outstanding  principal  amount  of each  Canyons  Construction
                  Project Advance, each Canyons Interest Advance and the Canyons
                  Loan as well as such Lender's Pro Rata Share of the payment of
                  interest  accrued  thereunder;  provided,  that the failure to
                  make any such record entry with respect to any such Advance or
                  any such  payment  shall not  limit or  otherwise  affect  the
                  obligations of GSRP to such Lender under this  Agreement,  the
                  Canyons  Construction  Project  Advance Note of such Lender or
                  any other Canyons Security Document.

                           (iii) to each *Sugarbush Construction Project Advance
                  Lender a *Sugarbush Project Advance Note (as amended from time
                  to time, a "*Sugarbush  Construction  Project  Advance  Note,"
                  and,  collectively,   the  "*Sugarbush   Construction  Project
                  Advance  Notes"),  substantially  in the form attached to this
                  Agreement as Exhibit E-3, to evidence  such  Lender's Pro Rata
                  Share  of the  *Sugarbush  Loan  and in  the  original  stated
                  principal  amount  of such  Lender's  *Sugarbush  Construction
                  Project  Advance  Commitment.  Each of the  Lenders  is hereby
                  authorized  by GSRP to record (in good faith) in the manual or
                  data  processing  records  of  such  Lender,  or on  the  grid
                  schedule annexed to the Note of such Lender,

                                    (A) the  date  and  amount  of its Pro  Rata
                           Share of each *Sugarbush Construction Project Advance
                           extended to GSRP hereunder,

                                        (B) whether the Advance is a  *Sugarbush
                              Interest Advance, and

                                    (C) the  date  and  amount  of its Pro  Rata
                           Share of each  repayment  of  principal  of each such
                           Advance  and its Pro Rata  Share of each  payment  of
                           interest on account of each such Advance.

                  In the absence of manifest  error,  such  records and schedule
                  shall be  conclusive as to such Lender's Pro Rata Share of the
                  outstanding  principal amount of each *Sugarbush  Construction
                  Project  Advance,  each  *Sugarbush  Interest  Advance and the
                  *Sugarbush Loan as well as such Lender's Pro Rata Share of the
                  payment of interest  accrued  thereunder;  provided,  that the
                  failure to make any such record entry with respect to any such
                  Advance  or any such  payment  shall  not  limit or  otherwise
                  affect  the  obligations  of GSRP to such  Lender  under  this
                  Agreement, the *Sugarbush Construction Project Advance Note of
                  such Lender or any other *Sugarbush Security Document.

                           (iv) to each *Sugarloaf  Construction Project Advance
                  Lender a  *Sugarloaf  Construction  Project  Advance  Note (as
                  amended from time to time, a "*Sugarloaf  Construction Project
                  Advance Note," and, collectively, the "*Sugarloaf Construction
                  Project Advance Notes"), substantially in the form attached to
                  this  Agreement as Exhibit E-4, to evidence  such Lender's Pro
                  Rata Share of the *Sugarloaf  Loan and in the original  stated
                  principal  amount  of such  Lender's  *Sugarloaf  Construction
                  Project  Advance  Commitment.  Each of the  Lenders  is hereby
                  authorized  by GSRP to record (in good faith) in the manual or
                  data  processing  records  of  such  Lender,  or on  the  grid
                  schedule annexed to the Note of such Lender,

                                    (A) the  date  and  amount  of its Pro  Rata
                           Share of each *Sugarloaf Construction Project Advance
                           extended to GSRP hereunder,

                                        (B) whether the Advance is a  *Sugarloaf
                              Interest Advance, and

                                    (C) the  date  and  amount  of its Pro  Rata
                           Share of each  repayment  of  principal  of each such
                           Advance  and its Pro Rata  Share of each  payment  of
                           interest on account of each such Advance.

                  In the absence of manifest  error,  such  records and schedule
                  shall be  conclusive as to such Lender's Pro Rata Share of the
                  outstanding  principal amount of each *Sugarloaf  Construction
                  Project  Advance,  each  *Sugarloaf  Interest  Advance and the
                  *Sugarloaf Loan as well as such Lender's Pro Rata Share of the
                  payment of interest  accrued  thereunder;  provided,  that the
                  failure to make any such record entry with respect to any such
                  Advance  or any such  payment  shall  not  limit or  otherwise
                  affect  the  obligations  of GSRP to such  Lender  under  this
                  Agreement, the *Sugarloaf Construction Project Advance Note of
                  such Lender or any other *Sugarloaf Security Document.

                           (v) to each  Steamboat  Inventory  Advance  Lender  a
                  Steamboat  Inventory  Advance  Note (as  amended  from time to
                  time, a "Steamboat Inventory Advance Note," and, collectively,
                  the "Steamboat Inventory Advance Notes"), substantially in the
                  form  attached to this  Agreement  as Exhibit E-5, to evidence
                  such  Lender's  Pro  Rata  Share  of the  Steamboat  Inventory
                  Advance  and  Steamboat  Loan  and  in  the  original   stated
                  principal amount of such Lender's Steamboat  Inventory Advance
                  Commitment.  Each of the Lenders is hereby  authorized by GSRP
                  to record  (in good  faith) in the  manual or data  processing
                  records of such Lender, or on the grid schedule annexed to the
                  Note of such Lender,

                                    (A) the  date  and  amount  of its Pro  Rata
                           Share of the Steamboat  Inventory Advance extended to
                           GSRP hereunder, and

                                    (B) the  date  and  amount  of its Pro  Rata
                           Share of each repayment of principal of the Steamboat
                           Inventory  Advance  and its Pro  Rata  Share  of each
                           payment of interest on account thereof.

                  In the absence of manifest  error,  such  records and schedule
                  shall be  conclusive as to such Lender's Pro Rata Share of the
                  outstanding  principal  amount  of  each  Steamboat  Inventory
                  Advance and the  Steamboat  Loan as well as such  Lender's Pro
                  Rata Share of the  payment  of  interest  accrued  thereunder;
                  provided,  that the failure to make any such record entry with
                  respect to the Steamboat Inventory Advance or any such payment
                  shall not limit or otherwise affect the obligations of GSRP to
                  such Lender  under this  Agreement,  the  Steamboat  Inventory
                  Advance  Note of such Lender or any other  Steamboat  Security
                  Document.

                           (vi) to  each  Canyons  Inventory  Advance  Lender  a
                  Canyons  Inventory Advance Note (as amended from time to time,
                  a "Canyons  Inventory  Advance Note," and,  collectively,  the
                  "Canyons Inventory Advance Notes"),  substantially in the form
                  attached to this  Agreement as Exhibit  E-6, to evidence  such
                  Lender's Pro Rata Share of the Canyons  Inventory  Advance and
                  Canyons Loan and in the original  stated  principal  amount of
                  such Lender's Canyons  Inventory Advance  Commitment.  Each of
                  the  Lenders is hereby  authorized  by GSRP to record (in good
                  faith)  in the  manual  or  data  processing  records  of such
                  Lender,  or on the grid  schedule  annexed to the Note of such
                  Lender,

                                    (A) the  date  and  amount  of its Pro  Rata
                           Share of the Canyons  Inventory  Advance  extended to
                           GSRP hereunder, and

                                    (B) the  date  and  amount  of its Pro  Rata
                           Share of each  repayment  of principal of the Canyons
                           Inventory  Advance  and its Pro  Rata  Share  of each
                           payment of interest on account thereof.

                  In the absence of manifest  error,  such  records and schedule
                  shall be  conclusive as to such Lender's Pro Rata Share of the
                  outstanding principal amount of each Canyons Inventory Advance
                  and the Canyons  Loan as well as such  Lender's Pro Rata Share
                  of the payment of interest accrued thereunder;  provided, that
                  the failure to make any such record  entry with respect to the
                  Canyons  Inventory Advance or any such payment shall not limit
                  or  otherwise  affect the  obligations  of GSRP to such Lender
                  under this Agreement,  the Canyons  Inventory  Advance Note of
                  such Lender or any other Canyons Security Document.

                           (vii) to each *Sugarbush  Inventory  Advance Lender a
                  *Sugarbush  Inventory  Advance  Note (as amended  from time to
                  time,   a   "*Sugarbush    Inventory   Advance   Note,"   and,
                  collectively,   the  "*Sugarbush  Inventory  Advance  Notes"),
                  substantially  in the  form  attached  to  this  Agreement  as
                  Exhibit E-7, to evidence  such  Lender's Pro Rata Share of the
                  *Sugarbush  Inventory  Advance and *Sugarbush  Loan and in the
                  original stated principal  amount of such Lender's  *Sugarbush
                  Inventory  Advance  Commitment.  Each of the Lenders is hereby
                  authorized  by GSRP to record (in good faith) in the manual or
                  data  processing  records  of  such  Lender,  or on  the  grid
                  schedule annexed to the Note of such Lender,

                                    (A) the  date  and  amount  of its Pro  Rata
                           Share of the *Sugarbush Inventory Advance extended to
                           GSRP hereunder, and

                                    (B) the  date  and  amount  of its Pro  Rata
                           Share  of  each   repayment   of   principal  of  the
                           *Sugarbush  Inventory  Advance and its Pro Rata Share
                           of each payment of interest on account thereof.

                  In the absence of manifest  error,  such  records and schedule
                  shall be  conclusive as to such Lender's Pro Rata Share of the
                  outstanding  principal  amount  of each  *Sugarbush  Inventory
                  Advance and the  *Sugarbush  Loan as well as such Lender's Pro
                  Rata Share of the  payment  of  interest  accrued  thereunder;
                  provided,  that the failure to make any such record entry with
                  respect  to the  *Sugarbush  Inventory  Advance  or  any  such
                  payment shall not limit or otherwise affect the obligations of
                  GSRP to such  Lender  under  this  Agreement,  the  *Sugarbush
                  Inventory  Advance Note of such Lender or any other *Sugarbush
                  Security Document.

                           (viii) to each *Sugarloaf  Inventory Advance Lender a
                  *Sugarloaf  Inventory  Advance  Note (as amended  from time to
                  time,   a   "*Sugarloaf    Inventory   Advance   Note,"   and,
                  collectively,   the  "*Sugarloaf  Inventory  Advance  Notes"),
                  substantially  in the  form  attached  to  this  Agreement  as
                  Exhibit E-8, to evidence  such  Lender's Pro Rata Share of the
                  *Sugarloaf  Inventory  Advance and *Sugarloaf  Loan and in the
                  original stated principal  amount of such Lender's  *Sugarloaf
                  Inventory  Advance  Commitment.  Each of the Lenders is hereby
                  authorized  by GSRP to record (in good faith) in the manual or
                  data  processing  records  of  such  Lender,  or on  the  grid
                  schedule annexed to the Note of such Lender,

                                    (A) the  date  and  amount  of its Pro  Rata
                           Share of the *Sugarloaf Inventory Advance extended to
                           GSRP hereunder, and

                                    (B) the  date  and  amount  of its Pro  Rata
                           Share  of  each   repayment   of   principal  of  the
                           *Sugarloaf  Inventory  Advance and its Pro Rata Share
                           of each payment of interest on account thereof.

                  In the absence of manifest  error,  such  records and schedule
                  shall be  conclusive as to such Lender's Pro Rata Share of the
                  outstanding  principal  amount  of each  *Sugarloaf  Inventory
                  Advance and the  *Sugarloaf  Loan as well as such Lender's Pro
                  Rata Share of the  payment  of  interest  accrued  thereunder;
                  provided,  that the failure to make any such record entry with
                  respect  to the  *Sugarloaf  Inventory  Advance  or  any  such
                  payment shall not limit or otherwise affect the obligations of
                  GSRP to such  Lender  under  this  Agreement,  the  *Sugarloaf
                  Inventory  Advance Note of such Lender or any other *Sugarloaf
                  Security Document.

                           (ix) to each Jordan Bowl  Inventory  Advance Lender a
                  Jordan Bowl  Inventory  Advance  Note (as amended from time to
                  time,   a  "Jordan   Bowl   Inventory   Advance   Note,"  and,
                  collectively,  the "Jordan  Bowl  Inventory  Advance  Notes"),
                  substantially  in the  form  attached  to  this  Agreement  as
                  Exhibit E-9, to evidence  such  Lender's Pro Rata Share of the
                  Jordan Bowl Inventory  Advance and Jordan Bowl Loan and in the
                  original stated  principal amount of such Lender's Jordan Bowl
                  Inventory  Advance  Commitment.  Each of the Lenders is hereby
                  authorized  by GSRP to record (in good faith) in the manual or
                  data  processing  records  of  such  Lender,  or on  the  grid
                  schedule annexed to the Note of such Lender,

                                    (A) the  date  and  amount  of its Pro  Rata
                           Share of the Jordan Bowl Inventory  Advance  extended
                           to GSRP hereunder, and

                                    (B) the  date  and  amount  of its Pro  Rata
                           Share of each  repayment  of  principal of the Jordan
                           Bowl Inventory Advance and its Pro Rata Share of each
                           payment of interest on account thereof.

                  In the absence of manifest  error,  such  records and schedule
                  shall be  conclusive as to such Lender's Pro Rata Share of the
                  outstanding  principal  amount of each Jordan  Bowl  Inventory
                  Advance and the Jordan Bowl Loan as well as such  Lender's Pro
                  Rata Share of the  payment  of  interest  accrued  thereunder;
                  provided,  that the failure to make any such record entry with
                  respect  to the  Jordan  Bowl  Inventory  Advance  or any such
                  payment shall not limit or otherwise affect the obligations of
                  GSRP to such  Lender  under this  Agreement,  the Jordan  Bowl
                  Inventory Advance Note of such Lender or any other Jordan Bowl
                  Security Document.

                           (x) to  each  Attitash  Inventory  Advance  Lender  a
                  Attitash Inventory Advance Note (as amended from time to time,
                  a "Attitash  Inventory Advance Note," and,  collectively,  the
                  "Attitash Inventory Advance Notes"), substantially in the form
                  attached to this  Agreement as Exhibit  E-10, to evidence such
                  Lender's Pro Rata Share of the Attitash  Inventory Advance and
                  Attitash Loan and in the original stated  principal  amount of
                  such Lender's Attitash Inventory Advance  Commitment.  Each of
                  the  Lenders is hereby  authorized  by GSRP to record (in good
                  faith)  in the  manual  or  data  processing  records  of such
                  Lender,  or on the grid  schedule  annexed to the Note of such
                  Lender,

                                    (A) the  date  and  amount  of its Pro  Rata
                           Share of the Attitash  Inventory  Advance extended to
                           GSRP hereunder, and

                                    (B) the  date  and  amount  of its Pro  Rata
                           Share of each  repayment of principal of the Attitash
                           Inventory  Advance  and its Pro  Rata  Share  of each
                           payment of interest on account thereof.

                  In the absence of manifest  error,  such  records and schedule
                  shall be  conclusive as to such Lender's Pro Rata Share of the
                  outstanding   principal  amount  of  each  Attitash  Inventory
                  Advance and the  Attitash  Loan as well as such  Lender's  Pro
                  Rata Share of the  payment  of  interest  accrued  thereunder;
                  provided,  that the failure to make any such record entry with
                  respect to the Attitash  Inventory Advance or any such payment
                  shall not limit or otherwise affect the obligations of GSRP to
                  such  Lender  under this  Agreement,  the  Attitash  Inventory
                  Advance  Note of such  Lender or any other  Attitash  Security
                  Document.

                           (xi) to each  Killington  Inventory  Advance Lender a
                  Killington  Inventory  Advance  Note (as amended  from time to
                  time,   a   "Killington    Inventory   Advance   Note,"   and,
                  collectively,   the  "Killington  Inventory  Advance  Notes"),
                  substantially  in the  form  attached  to  this  Agreement  as
                  Exhibit  E-11, to evidence such Lender's Pro Rata Share of the
                  Killington  Inventory  Advance and Killington  Loan and in the
                  original stated principal  amount of such Lender's  Killington
                  Inventory  Advance  Commitment.  Each of the Lenders is hereby
                  authorized  by GSRP to record (in good faith) in the manual or
                  data  processing  records  of  such  Lender,  or on  the  grid
                  schedule annexed to the Note of such Lender,

                                    (A) the  date  and  amount  of its Pro  Rata
                           Share of the Killington Inventory Advance extended to
                           GSRP hereunder, and

                                    (B) the  date  and  amount  of its Pro  Rata
                           Share  of  each   repayment   of   principal  of  the
                           Killington  Inventory  Advance and its Pro Rata Share
                           of each payment of interest on account thereof.

                  In the absence of manifest  error,  such  records and schedule
                  shall be  conclusive as to such Lender's Pro Rata Share of the
                  outstanding  principal  amount  of each  Killington  Inventory
                  Advance and the  Killington  Loan as well as such Lender's Pro
                  Rata Share of the  payment  of  interest  accrued  thereunder;
                  provided,  that the failure to make any such record entry with
                  respect  to the  Killington  Inventory  Advance  or  any  such
                  payment shall not limit or otherwise affect the obligations of
                  GSRP to such  Lender  under  this  Agreement,  the  Killington
                  Inventory  Advance Note of such Lender or any other Killington
                  Security Document.

                           (xii) to each Mt. Snow Inventory Advance Lender a Mt.
                  Snow  Inventory  Advance Note (as amended from time to time, a
                  "Mt. Snow Inventory Advance Note," and, collectively, the "Mt.
                  Snow  Inventory  Advance  Notes"),  substantially  in the form
                  attached to this  Agreement as Exhibit  E-12, to evidence such
                  Lender's Pro Rata Share of the Mt. Snow Inventory  Advance and
                  Mt. Snow Loan and in the original stated  principal  amount of
                  such Lender's Mt. Snow Inventory Advance  Commitment.  Each of
                  the  Lenders is hereby  authorized  by GSRP to record (in good
                  faith)  in the  manual  or  data  processing  records  of such
                  Lender,  or on the grid  schedule  annexed to the Note of such
                  Lender,

                                    (A) the  date  and  amount  of its Pro  Rata
                           Share of the Mt. Snow Inventory  Advance  extended to
                           GSRP hereunder, and

                                    (B) the  date  and  amount  of its Pro  Rata
                           Share of each  repayment of principal of the Mt. Snow
                           Inventory  Advance  and its Pro  Rata  Share  of each
                           payment of interest on account thereof.

                  In the absence of manifest  error,  such  records and schedule
                  shall be  conclusive as to such Lender's Pro Rata Share of the
                  outstanding  principal  amount  of  each  Mt.  Snow  Inventory
                  Advance  and the Mt.  Snow Loan as well as such  Lender's  Pro
                  Rata Share of the  payment  of  interest  accrued  thereunder;
                  provided,  that the failure to make any such record entry with
                  respect to the Mt. Snow Inventory  Advance or any such payment
                  shall not limit or otherwise affect the obligations of GSRP to
                  such  Lender  under this  Agreement,  the Mt.  Snow  Inventory
                  Advance  Note of such  Lender or any other Mt.  Snow  Security
                  Document.

                  (b) Assumptions as to Holders.  the  Administrative  Agent may
         deem and  treat  the  payee of any Note as the  owner  thereof  for all
         purposes hereof unless and until an assignment  agreement effecting the
         assignment  or  transfer  thereof  shall  have  been  accepted  by  the
         Administrative Agent as provided in Section 2.6(b) hereof. Any request,
         authority  or  consent of any Person  who,  at the time of making  such
         request or giving such authority or consent,  is the holder of any Note
         shall be conclusive and binding on any subsequent  holder,  assignee or
         transferee  of that  Note or of any Note or Notes  issued  in  exchange
         therefor.

                  (c)      Interest Payments.

                           (i) Interest shall accrue on the Steamboat  Loan, the
                  Canyons Loan,  the *Sugarbush  Loan, the *Sugarloaf  Loan, the
                  Jordan Bowl Loan, the Attitash  Loan, the Killington  Loan and
                  the Mt. Snow Loan, as more  particularly  provided for in this
                  clause (c), and shall be due and payable monthly in arrears on
                  the 10th day of the month  following  the month in  respect of
                  which such  interest  accrued,  provided  that all accrued and
                  unpaid  interest  on any  Maturity  Date  shall be due on such
                  Maturity  Date.  Subject  to the  accrual of  interest  on the
                  Steamboat  Loan, the Canyons Loan,  the  *Sugarbush  Loan, the
                  *Sugarloaf  Loan, the Jordan Bowl Loan, the Attitash Loan, the
                  Killington  Loan and the Mt. Snow Loan after the occurrence of
                  a Default or Event of Default  with respect  thereto,  as more
                  particularly  provided in this clause (c), the Monthly Average
                  Weighted  Loan  Balance  in  respect of each of such Loans for
                  each  calendar  month shall bear  interest at a rate per annum
                  equal to the Interest  Rate.  Interest  shall be calculated on
                  the basis of actual  days  elapsed  over a period of a 360 day
                  year.

                           (ii) Each Lender's Pro Rata Share of an Advance shall
                  bear interest as of the date of such Lender's  wiring of funds
                  thereof, in the case, of a Construction  Project Advance or an
                  Inventory  Advance and as  otherwise  provided  under  Section
                  2.4(c) with respect to an Interest Advance through the date of
                  the  receipt by such Lender of the  repayment  thereof (if the
                  repayment  of all or any  portion  of such  Lender's  Pro Rata
                  Share of the  principal  amount  thereof  is  received  by the
                  Administrative  Agent later than 12:00 pm, Eastern time,  then
                  interest  accrual  thereon  shall be through the next Business
                  Day following such receipt).  After the occurrence of an Event
                  of  Default  or after  the  applicable  Maturity  Date (if the
                  applicable  outstanding  principal balance of the Loan and any
                  other sums due under any Security Document is not paid in full
                  on such Maturity  Date),  each Lender's Pro Rata Share of such
                  aggregate  outstanding principal balance of the Loan will bear
                  interest at the Default Rate.

                           (iii)  (A)  GSRP  hereby   requests   the   Steamboat
                           Construction Project Advance Lenders (such request to
                           be deemed a  standing  request  unless  rescinded  in
                           writing by GSRP), and hereby authorizes the Steamboat
                           Construction  Project  Advance  Lenders,  to  make an
                           advance   (each  such  advance  to  be  made  by  the
                           Steamboat  Construction  Project  Advance  Lenders is
                           referred to herein as a "Steamboat Interest Advance")
                           to it on the 10th day of each  calendar  month during
                           the Steamboat Commitment Period in an amount equal to
                           the lesser of (y) the amount of accrued  interest due
                           and payable on such day to the Steamboat Construction
                           Project  Advance  Lenders in respect of the Steamboat
                           Loan  and (z) an  amount,  which  when  added  to the
                           aggregate  outstanding principal amounts of all prior
                           Steamboat Construction Project Advances and Steamboat
                           Interest  Advances  would not  exceed  the  Steamboat
                           Construction   Project   Borrowing   Base,   and  the
                           Steamboat Construction Project Advance Lenders agree,
                           subject only to the lack of existence of a Default or
                           Event of Default, to extend their respective Pro Rata
                           Shares of each such  Steamboat  Interest  Advance  to
                           GSRP,  provided that all of the proceeds of each such
                           Pro  Rata  Share  shall  be  used  by  the  Steamboat
                           Construction  Project  Advance Lender related to such
                           Pro Rata Share for the sole purpose of satisfying (in
                           whole  or  part,  as the  case  may be)  the  accrued
                           interest  due and  payable  on such  10th day of such
                           month  and GSRP  hereby  irrevocably  authorizes  and
                           instructs  such use. To the extent that the amount of
                           any such Steamboat  Interest  Advance is insufficient
                           to pay in full the  amount of such  interest  due and
                           payable  on such  10th  day of such  month or no such
                           Steamboat  Interest  Advance is made, GSRP shall pay,
                           on such 10th day,  the  balance of  interest  due and
                           payable on such 10th day. In connection with any such
                           Steamboat Interest Advance, GSRP shall deliver to the
                           Administrative Agent title insurance  endorsements to
                           the Title  Insurance  Policy  {Blanket} in respect of
                           the   Steamboat   Project   in  form  and   substance
                           reasonably  satisfactory to the Administrative  Agent
                           whereby the  effective  date of such Title  Insurance
                           Policy  {Blanket}  shall  be  made  the  date of such
                           Steamboat  Interest  Advance,  all exclusions  and/or
                           exceptions  not  satisfactory  to the  Administrative
                           Agent   shall  have  been   removed  or   appropriate
                           endorsements  in  respect  thereof  shall  have  been
                           obtained; such Title Insurance Policy {Blanket} shall
                           be  in an  amount  not  less  than  the  sum  of  the
                           principal  amount of the Steamboat  Loan  outstanding
                           after  giving  effect  to  such  Steamboat   Interest
                           Advance.  All premiums in respect of such endorsement
                           to such Title Insurance  Policy  {Blanket} shall have
                           been paid in full and  evidence  thereof  shall  have
                           been  delivered  to  the  Administrative   Agent.  No
                           Steamboat Inventory Advance Lender shall be obligated
                           to make any Steamboat Interest Advance.

                                    (B)  GSRP   hereby   requests   the  Canyons
                           Construction Project Advance Lenders (such request to
                           be deemed a  standing  request  unless  rescinded  in
                           writing by GSRP),  and hereby  authorizes the Canyons
                           Construction  Project  Advance  Lenders,  to  make an
                           advance  (each such advance to be made by the Canyons
                           Construction  Project  Advance Lenders is referred to
                           herein as a "Canyons Interest  Advance") to it on the
                           10th day of each  calendar  month  during the Canyons
                           Commitment Period in an amount equal to the lesser of
                           (y) the amount of accrued interest due and payable on
                           such day to the Canyons  Construction Project Advance
                           Lenders  in respect  of the  Canyons  Loan and (z) an
                           amount, which when added to the aggregate outstanding
                           principal  amounts of all prior Canyons  Construction
                           Project Advances and Canyons Interest  Advances would
                           not exceed the Canyons Construction Project Borrowing
                           Base, and the Canyons  Construction  Project  Advance
                           Lenders agree,  subject only to the lack of existence
                           of a Default  or Event of  Default,  to extend  their
                           respective  Pro  Rata  Shares  of each  such  Canyons
                           Interest  Advance to GSRP,  provided  that all of the
                           proceeds of each such Pro Rata Share shall be used by
                           the  Canyons   Construction  Project  Advance  Lender
                           related to such Pro Rata  Share for the sole  purpose
                           of satisfying  (in whole or part, as the case may be)
                           the accrued interest due and payable on such 10th day
                           of such month and GSRP hereby irrevocably  authorizes
                           and instructs such use. To the extent that the amount
                           of any such Canyons  Interest Advance is insufficient
                           to pay in full the  amount of such  interest  due and
                           payable  on such  10th  day of such  month or no such
                           Canyons  Interest Advance is made, GSRP shall pay, on
                           such  10th  day,  the  balance  of  interest  due and
                           payable on such 10th day. In connection with any such
                           Canyons Interest  Advance,  GSRP shall deliver to the
                           Administrative Agent title insurance  endorsements to
                           the Title  Insurance  Policy  {Blanket} in respect of
                           the Canyons Project in form and substance  reasonably
                           satisfactory to the Administrative  Agent whereby the
                           effective  date  of  such  Title   Insurance   Policy
                           {Blanket}  shall  be made  the  date of such  Canyons
                           Interest  Advance,  all exclusions  and/or exceptions
                           not  satisfactory to the  Administrative  Agent shall
                           have been  removed  or  appropriate  endorsements  in
                           respect thereof shall have been obtained;  such Title
                           Insurance  Policy {Blanket} shall be in an amount not
                           less  than  the sum of the  principal  amount  of the
                           Canyons Loan outstanding  after giving effect to such
                           Canyons Interest Advance.  All premiums in respect of
                           such  endorsement  to  such  Title  Insurance  Policy
                           {Blanket}  shall have been paid in full and  evidence
                           thereof   shall   have   been    delivered   to   the
                           Administrative  Agent. No Canyons  Inventory  Advance
                           Lender   shall  be  obligated  to  make  any  Canyons
                           Interest Advance.

                                    (C)  GSRP  hereby  requests  the  *Sugarbush
                           Construction Project Advance Lenders (such request to
                           be deemed a  standing  request  unless  rescinded  in
                           writing   by  GSRP),   and  hereby   authorizes   the
                           *Sugarbush  Construction  Project Advance Lenders, to
                           make an advance  (each such advance to be made by the
                           *Sugarbush  Construction  Project  Advance Lenders is
                           referred   to  herein  as  a   "*Sugarbush   Interest
                           Advance")  to it on the  10th  day of  each  calendar
                           month during the *Sugarbush  Commitment  Period in an
                           amount  equal  to the  lesser  of (y) the  amount  of
                           accrued  interest  due and payable on such day to the
                           *Sugarbush  Construction  Project  Advance Lenders in
                           respect  of the  *Sugarbush  Loan and (z) an  amount,
                           which  when  added  to  the   aggregate   outstanding
                           principal    amounts   of   all   prior    *Sugarbush
                           Construction Project Advances and *Sugarbush Interest
                           Advances would not exceed the *Sugarbush Construction
                           Project    Borrowing   Base,   and   the   *Sugarbush
                           Construction  Project Advance Lenders agree,  subject
                           only to the lack of  existence  of a Default or Event
                           of  Default,  to  extend  their  respective  Pro Rata
                           Shares of each such  *Sugarbush  Interest  Advance to
                           GSRP,  provided that all of the proceeds of each such
                           Pro  Rata  Share  shall  be  used  by the  *Sugarbush
                           Construction  Project  Advance Lender related to such
                           Pro Rata Share for the sole purpose of satisfying (in
                           whole  or  part,  as the  case  may be)  the  accrued
                           interest  due and  payable  on such  10th day of such
                           month  and GSRP  hereby  irrevocably  authorizes  and
                           instructs  such use. To the extent that the amount of
                           any such *Sugarbush  Interest Advance is insufficient
                           to pay in full the  amount of such  interest  due and
                           payable  on such  10th  day of such  month or no such
                           *Sugarbush  Interest Advance is made, GSRP shall pay,
                           on such 10th day,  the  balance of  interest  due and
                           payable on such 10th day. In connection with any such
                           *Sugarbush  Interest  Advance,  GSRP shall deliver to
                           the Administrative Agent title insurance endorsements
                           to the Title Insurance Policy {Blanket} in respect of
                           the   *Sugarbush   Project  in  form  and   substance
                           reasonably  satisfactory to the Administrative  Agent
                           whereby the  effective  date of such Title  Insurance
                           Policy  {Blanket}  shall  be  made  the  date of such
                           *Sugarbush  Interest  Advance,  all exclusions and/or
                           exceptions  not  satisfactory  to the  Administrative
                           Agent   shall  have  been   removed  or   appropriate
                           endorsements  in  respect  thereof  shall  have  been
                           obtained; such Title Insurance Policy {Blanket} shall
                           be  in an  amount  not  less  than  the  sum  of  the
                           principal  amount of the *Sugarbush Loan  outstanding
                           after  giving  effect  to  such  *Sugarbush  Interest
                           Advance.  All premiums in respect of such endorsement
                           to such Title Insurance  Policy  {Blanket} shall have
                           been paid in full and  evidence  thereof  shall  have
                           been  delivered  to  the  Administrative   Agent.  No
                           *Sugarbush   Inventory   Advance   Lender   shall  be
                           obligated to make any *Sugarbush Interest Advance.

                                    (D)  GSRP  hereby  requests  the  *Sugarloaf
                           Construction Project Advance Lenders (such request to
                           be deemed a  standing  request  unless  rescinded  in
                           writing   by  GSRP),   and  hereby   authorizes   the
                           *Sugarloaf  Construction  Project Advance Lenders, to
                           make an advance  (each such advance to be made by the
                           *Sugarloaf  Construction  Project  Advance Lenders is
                           referred   to  herein  as  a   "*Sugarloaf   Interest
                           Advance")  to it on the  10th  day of  each  calendar
                           month during the *Sugarloaf  Commitment  Period in an
                           amount  equal  to the  lesser  of (y) the  amount  of
                           accrued  interest  due and payable on such day to the
                           *Sugarloaf  Construction  Project  Advance Lenders in
                           respect  of the  *Sugarloaf  Loan and (z) an  amount,
                           which  when  added  to  the   aggregate   outstanding
                           principal    amounts   of   all   prior    *Sugarloaf
                           Construction Project Advances and *Sugarloaf Interest
                           Advances would not exceed the *Sugarloaf Construction
                           Project    Borrowing   Base,   and   the   *Sugarloaf
                           Construction  Project Advance Lenders agree,  subject
                           only to the lack of  existence  of a Default or Event
                           of  Default,  to  extend  their  respective  Pro Rata
                           Shares of each such  *Sugarloaf  Interest  Advance to
                           GSRP,  provided that all of the proceeds of each such
                           Pro  Rata  Share  shall  be  used  by the  *Sugarloaf
                           Construction  Project  Advance Lender related to such
                           Pro Rata Share for the sole purpose of satisfying (in
                           whole  or  part,  as the  case  may be)  the  accrued
                           interest  due and  payable  on such  10th day of such
                           month  and GSRP  hereby  irrevocably  authorizes  and
                           instructs  such use. To the extent that the amount of
                           any such *Sugarloaf  Interest Advance is insufficient
                           to pay in full the  amount of such  interest  due and
                           payable  on such  10th  day of such  month or no such
                           *Sugarloaf  Interest Advance is made, GSRP shall pay,
                           on such 10th day,  the  balance of  interest  due and
                           payable on such 10th day. In connection with any such
                           *Sugarloaf  Interest  Advance,  GSRP shall deliver to
                           the Administrative Agent title insurance endorsements
                           to the Title Insurance Policy {Blanket} in respect of
                           the   *Sugarloaf   Project  in  form  and   substance
                           reasonably  satisfactory to the Administrative  Agent
                           whereby the  effective  date of such Title  Insurance
                           Policy  {Blanket}  shall  be  made  the  date of such
                           *Sugarloaf  Interest  Advance,  all exclusions and/or
                           exceptions  not  satisfactory  to the  Administrative
                           Agent   shall  have  been   removed  or   appropriate
                           endorsements  in  respect  thereof  shall  have  been
                           obtained; such Title Insurance Policy {Blanket} shall
                           be  in an  amount  not  less  than  the  sum  of  the
                           principal  amount of the *Sugarloaf Loan  outstanding
                           after  giving  effect  to  such  *Sugarloaf  Interest
                           Advance.  All premiums in respect of such endorsement
                           to such Title Insurance  Policy  {Blanket} shall have
                           been paid in full and  evidence  thereof  shall  have
                           been  delivered  to  the  Administrative   Agent.  No
                           *Sugarloaf   Inventory   Advance   Lender   shall  be
                           obligated to make any *Sugarloaf Interest Advance.

                           (iv)  GSRP and each  Lender  intend  to comply at all
                  times with applicable usury laws. All agreements  between GSRP
                  and such Lender, whether now existing or hereafter arising and
                  whether  written  or oral,  are  hereby  limited so that in no
                  contingency,  whether by reason of demand or  acceleration  of
                  the  maturity  of any Note or  otherwise,  shall the  interest
                  contracted for, charged,  received,  paid or agreed to be paid
                  to such Lender  exceed the maximum  amount  permissible  under
                  applicable  law (the  "Maximum  Rate").  Each  Lender  may, in
                  determining the Maximum Rate in effect from time to time, take
                  advantage of any law,  rule or  regulation in effect from time
                  to time  available  to such Lender  which  exempts such Lender
                  from any  limit  upon the rate of  interest  it may  charge or
                  grants to such  Lender  the  right to charge a higher  rate of
                  interest than that otherwise  permitted by applicable law. If,
                  from any circumstance whatsoever,  interest would otherwise be
                  payable  to a  Lender  in  excess  of the  Maximum  Rate,  the
                  interest  payable  to such  Lender  shall  be  reduced  to the
                  Maximum Rate; and if from any  circumstance  such Lender shall
                  ever receive  anything of value deemed  interest by applicable
                  law in  excess of the  Maximum  Rate,  an amount  equal to any
                  excessive  interest  shall be applied to the  reduction of the
                  principal  of the Pro Rata Share of the  Steamboat  Loan,  the
                  Canyons Loan,  the *Sugarbush  Loan, the *Sugarloaf  Loan, the
                  Jordan Bowl Loan,  the  Attitash  Loan,  the  Killington  Loan
                  and/or the Mt. Snow Loan  allocable to such Lender  hereunder,
                  as the case may be, and not to the payment of interest,  or if
                  such  excessive   interest   exceeds  the  unpaid  balance  of
                  principal  of such Pro Rata Share of such Loan or Loans,  such
                  excess shall be refunded to GSRP by such Lender.  All interest
                  paid or agreed  to be paid to a Lender  shall,  to the  extent
                  permitted by applicable law, be amortized, prorated, allocated
                  and spread throughout the full period until payment in full of
                  the  principal so that the interest on the portion of the Loan
                  allocable to such Lender for such full period shall not exceed
                  the  Maximum  Rate  for  such  Lender.  GSRP  agrees  that  in
                  determining  whether  or not any  interest  payment  under the
                  Security  Documents exceeds the Maximum Rate for a Lender, any
                  non-principal payment (except payments specifically  described
                  in the Security  Documents as  "interest")  including  without
                  limitation, fees and late charges, shall to the maximum extent
                  not  prohibited by law, be an expense,  fee or premium  rather
                  than  interest in respect of such Lender.  Each Lender  hereby
                  expressly  disclaims  any intent to  contract  for,  charge or
                  receive  interest in an amount which  exceeds the Maximum Rate
                  for such Lender. The provisions of this Agreement,  the Notes,
                  and all other  Security  Documents are hereby  modified to the
                  extent   necessary  to  conform  with  the   limitations   and
                  provisions of this paragraph,  and this paragraph shall govern
                  over all other  provisions in any document or agreement now or
                  hereafter  existing.  This paragraph shall never be superseded
                  or waived unless there is a written document  executed by each
                  Lender and GSRP,  expressly declaring the usury limitation set
                  forth  in this  paragraph  to be null and  void,  and no other
                  method or language  shall be  effective  to supersede or waive
                  this paragraph.

                  (d)  Interest  and  Other  Payments  Due on  Holidays.  If any
         payment due on, or with  respect to, this  Agreement,  the Notes or any
         other  Security  Document shall fall due on a day other than a Business
         Day,  then such payment shall be made on the 1st Business Day following
         the day on which such payment  shall have so fallen due;  provided that
         if all or any  portion of such  payment  shall  consist of a payment of
         interest, for purposes of calculating such interest, such payment shall
         be deemed to have been originally due on such first following  Business
         Day,  and  such  interest  shall  accrue  and be  payable  to (but  not
         including, subject to clause (e) below) the actual date of payment.

                  (e) Application of Payments Received after 12:00 pm.

                           (i) Any  payment  to be  made  to the  Administrative
                  Agent and actually received by the Administrative  Agent at or
                  before 12:00 p.m. Eastern time, by federal funds wire transfer
                  on any Business Day,  shall be deemed to have been received by
                  the  Administrative  Agent on such day.  Any payment  actually
                  received by the Administrative  Agent after 12:00 p.m. Eastern
                  time,  by federal  funds wire  transfer on any  Business  Day,
                  shall be deemed to have been  received  on the next  following
                  Business  Day.  All  payments  received by the  Administrative
                  Agent on a day other than a Business Day, or in a manner other
                  than by federal funds wire  transfer,  shall be deemed to have
                  been  received by such Person on the Business Day such amounts
                  actually  become  available to such Person prior to 12:00 p.m.
                  Eastern time in immediately available funds.

                           (ii) All  payments  from  GSRP to the  Administrative
                  Agent or any Lender  shall be by means of  federal  funds wire
                  transfer  as set forth in  Schedule 7 hereto (or as  otherwise
                  instructed in a writing from the Administrative  Agent or such
                  Lender to GSRP and  delivered to GSRP not less than 2 Business
                  Days prior to any date of any payment that is to be subject to
                  such new instructions).

                           (iii) All payments from the  Administrative  Agent to
                  GSRP or any  Lender  shall be by means of  federal  funds wire
                  transfer  as set forth in  Schedule 7 hereto (or as  otherwise
                  instructed in a writing from GSRP or such Lender and delivered
                  to the  Administrative  Agent  not less than 2  Business  Days
                  prior to any date of any payment that is to be subject to such
                  new instructions).

                  (f) No Defenses. All payments by GSRP of principal,  interest,
         fees and other  Obligations  hereunder  and  under  the other  Security
         Documents shall be made without  defense,  setoff or  counterclaim  and
         free of any restriction or condition.

                  (g) Payments Pro Rata.  For the avoidance of doubt,  aggregate
         principal and interest  payments  hereunder in respect of the Steamboat
         Construction  Project  Advances  and under the  Steamboat  Construction
         Project  Advance Notes shall be  apportioned  such that each  Steamboat
         Construction  Project  Advance  Lender  receives  its  Pro  Rata  Share
         thereof.  For the avoidance of doubt,  aggregate principal and interest
         payments  hereunder  in respect  of the  Canyons  Construction  Project
         Advances and under the Canyons Construction Project Advance Notes shall
         be  apportioned  such that each Canyons  Construction  Project  Advance
         Lender receives its Pro Rata Share thereof. For the avoidance of doubt,
         aggregate  principal and interest payments  hereunder in respect of the
         *Sugarbush  Construction  Project  Advances  and under  the  *Sugarbush
         Construction  Project Advance Notes shall be apportioned such that each
         *Sugarbush  Construction  Project  Advance Lender receives its Pro Rata
         Share  thereof.  For the  avoidance of doubt,  aggregate  principal and
         interest payments  hereunder in respect of the *Sugarloaf  Construction
         Project Advances and under the *Sugarloaf  Construction Project Advance
         Notes  shall be  apportioned  such  that each  *Sugarloaf  Construction
         Project  Advance Lender  receives its Pro Rata Share  thereof.  For the
         avoidance of doubt, aggregate principal and interest payments hereunder
         in respect of the Steamboat  Inventory  Advance and under the Steamboat
         Inventory  Advance Notes shall be apportioned  such that each Steamboat
         Inventory  Advance Lender receives its Pro Rata Share thereof.  For the
         avoidance of doubt, aggregate principal and interest payments hereunder
         in respect  of the  Canyons  Inventory  Advance  and under the  Canyons
         Inventory  Advance  Notes shall be  apportioned  such that each Canyons
         Inventory  Advance Lender receives its Pro Rata Share thereof.  For the
         avoidance of doubt, aggregate principal and interest payments hereunder
         in respect of the *Sugarbush Inventory Advance and under the *Sugarbush
         Inventory  Advance Notes shall be apportioned such that each *Sugarbush
         Inventory  Advance Lender receives its Pro Rata Share thereof.  For the
         avoidance of doubt, aggregate principal and interest payments hereunder
         in respect of the *Sugarloaf Inventory Advance and under the *Sugarloaf
         Inventory  Advance Notes shall be apportioned such that each *Sugarloaf
         Inventory  Advance Lender receives its Pro Rata Share thereof.  For the
         avoidance of doubt, aggregate principal and interest payments hereunder
         in respect of the Jordan  Bowl  Inventory  Advance and under the Jordan
         Bowl Inventory Advance Notes shall be apportioned such that each Jordan
         Bowl Inventory Advance Lender receives its Pro Rata Share thereof.  For
         the  avoidance of doubt,  aggregate  principal  and  interest  payments
         hereunder  in respect of the Attitash  Inventory  Advance and under the
         Attitash  Inventory  Advance Notes shall be apportioned  such that each
         Attitash  Inventory Advance Lender receives its Pro Rata Share thereof.
         For the avoidance of doubt,  aggregate  principal and interest payments
         hereunder in respect of the Killington  Inventory Advance and under the
         Killington  Inventory Advance Notes shall be apportioned such that each
         Killington  Inventory  Advance  Lender  receives  its  Pro  Rata  Share
         thereof.  For the avoidance of doubt,  aggregate principal and interest
         payments  hereunder  in respect of the Mt. Snow  Inventory  Advance and
         under the Mt. Snow Inventory  Advance Notes shall be  apportioned  such
         that each Mt. Snow Inventory Advance Lender receives its Pro Rata Share
         thereof.

                  (h) Payments to the Administrative Agent. For the avoidance of
         doubt,  GSRP shall make all payments  hereunder  to the  Administrative
         Agent for distribution to the Lenders as provided for herein.



<PAGE>





          2.5  COLLECTIONS;   SALES  PROCEEDS;   REQUIRED  PAYMENTS;   VOLUNTARY
PREPAYMENTS OF THE LOAN 124

          2.5  Collections;   Sales  Proceeds;   Required  Payments;   Voluntary
Prepayments of the Loan.

                  (a)      Host Company Lease Agreements Payments.

                           (i)  GSRP  shall  direct  or   otherwise   cause  the
                  Steamboat   Host  Company  to  make  all  payments  under  the
                  Steamboat  Host Company Lease  Agreement  (including,  without
                  limitation,  all Monthly Rental Amounts in respect thereof) to
                  the  Administrative  Agent.  For the avoidance of doubt,  GSRP
                  shall, on or before the tenth (10th) day of each month,  cause
                  the Steamboat  Host Company to make each payment in respect of
                  the  Monthly  Rental  Amount  that  accrued  in respect of the
                  immediately  preceding month to the Administrative  Agent. All
                  such payments in respect of Monthly Rental  Amounts  delivered
                  to the Administrative  Agent shall be in good, collected funds
                  in legal  tender of the United  States of America and shall be
                  applied as set forth in Section 2.5(d) hereof,  provided that,
                  as set forth in said  Section and for the  avoidance of doubt,
                  its first use shall be to the servicing  and/or payment of the
                  Steamboat  Loan  and the  other  amounts  owing  hereunder  in
                  respect of the Steamboat Project,  provided further that, if a
                  Default or an Event of  Default  shall  then  exist,  all such
                  payments  shall be  applied  pursuant  to  Section  2.5(d)  or
                  Section  8.2(c)  of  this   Agreement,   whichever   shall  be
                  applicable,  but, in any case and for the  avoidance of doubt,
                  such  application  shall  be  first  to the  servicing  and/or
                  payment  of the  Steamboat  Loan and the other  amounts  owing
                  hereunder in respect of the Steamboat Project.  If any payment
                  under a Steamboat Host Company Lease  Agreement  (other than a
                  Monthly  Rental  Amount) is  delivered  to the  Administrative
                  Agent,  then such  payment  shall be treated  as a  prepayment
                  under Section 2.5(e), to the extent permitted thereunder,  and
                  applied  to  the  Steamboat   Loan  on  a  priority  basis  in
                  accordance with such Section;  otherwise such payment shall be
                  deposited into the Cash Collateral Account.

                           (ii) GSRP shall direct or otherwise cause the Canyons
                  Host  Company  to make all  payments  under the  Canyons  Host
                  Company Lease Agreement  (including,  without limitation,  all
                  Monthly   Rental   Amounts   in   respect   thereof)   to  the
                  Administrative  Agent. For the avoidance of doubt, GSRP shall,
                  on or before  the tenth  (10th) day of each  month,  cause the
                  Canyons  Host  Company to make each  payment in respect of the
                  Monthly   Rental   Amount  that  accrued  in  respect  of  the
                  immediately  preceding month to the Administrative  Agent. All
                  such payments in respect of Monthly Rental  Amounts  delivered
                  to the Administrative  Agent shall be in good, collected funds
                  in legal  tender of the United  States of America and shall be
                  applied as set forth in Section 2.5(d) hereof,  provided that,
                  as set forth in said  Section and for the  avoidance of doubt,
                  its first use shall be to the servicing  and/or payment of the
                  Canyons Loan and the other amounts owing  hereunder in respect
                  of the Canyons Project, provided further that, if a Default or
                  an Event of Default shall then exist,  all such payments shall
                  be applied  pursuant  to Section  2.5(d) or Section  8.2(c) of
                  this  Agreement,  whichever  shall be applicable,  but, in any
                  case for the avoidance of doubt, such application shall always
                  be first to the servicing  and/or  payment of the Canyons Loan
                  and the  other  amounts  owing  hereunder  in  respect  of the
                  Canyons  Project.  If any payment under a Canyons Host Company
                  Lease  Agreement  (other  than a  Monthly  Rental  Amount)  is
                  delivered to the Administrative Agent, then such payment shall
                  be treated as a prepayment under Section 2.5(e), to the extent
                  permitted  thereunder,  and applied to the  Canyons  Loan on a
                  priority basis in accordance with such Section; otherwise such
                  payment shall be deposited into the Cash Collateral Account.

                           (iii)  GSRP  shall  direct  or  otherwise  cause  the
                  *Sugarbush  Host  Company  to  make  all  payments  under  the
                  *Sugarbush  Host Company Lease Agreement  (including,  without
                  limitation,  all Monthly Rental Amounts in respect thereof) to
                  the  Administrative  Agent.  For the avoidance of doubt,  GSRP
                  shall, on or before the tenth (10th) day of each month,  cause
                  the *Sugarbush Host Company to make each payment in respect of
                  the  Monthly  Rental  Amount  that  accrued  in respect of the
                  immediately  preceding month to the Administrative  Agent. All
                  such payments in respect of Monthly Rental  Amounts  delivered
                  to the Administrative  Agent shall be in good, collected funds
                  in legal  tender of the United  States of America and shall be
                  applied as set forth in Section 2.5(d) hereof,  provided that,
                  as set forth in said  Section and for the  avoidance of doubt,
                  its first use shall be to the servicing  and/or payment of the
                  *Sugarbush  Loan and the  other  amounts  owing  hereunder  in
                  respect of the *Sugarbush Project, provided further that, if a
                  Default or an Event of  Default  shall  then  exist,  all such
                  payments  shall be  applied  pursuant  to  Section  2.5(d)  or
                  Section  8.2(c)  of  this   Agreement,   whichever   shall  be
                  applicable,  but, in any case and for the  avoidance of doubt,
                  such  application  shall also be first to the servicing and/or
                  payment of the  *Sugarbush  Loan and the other  amounts  owing
                  hereunder in respect of the *Sugarbush Project. If any payment
                  under a *Sugarbush Host Company Lease Agreement  (other than a
                  Monthly  Rental  Amount) is  delivered  to the  Administrative
                  Agent,  then such  payment  shall be treated  as a  prepayment
                  under Section 2.5(e), to the extent permitted thereunder,  and
                  applied  to  the  *Sugarbush  Loan  on  a  priority  basis  in
                  accordance with such Section;  otherwise such payment shall be
                  deposited into the Cash Collateral Account.

                           (iv)  GSRP  shall  direct  or  otherwise   cause  the
                  *Sugarloaf  Host  Company  to  make  all  payments  under  the
                  *Sugarloaf  Host Company Lease Agreement  (including,  without
                  limitation,  all Monthly Rental Amounts in respect thereof) to
                  the  Administrative  Agent.  For the avoidance of doubt,  GSRP
                  shall, on or before the tenth (10th) day of each month,  cause
                  the *Sugarloaf Host Company to make each payment in respect of
                  the  Monthly  Rental  Amount  that  accrued  in respect of the
                  immediately  preceding month to the Administrative  Agent. All
                  such payments in respect of Monthly Rental  Amounts  delivered
                  to the Administrative  Agent shall be in good, collected funds
                  in legal  tender of the United  States of America and shall be
                  applied as set forth in Section 2.5(d) hereof,  provided that,
                  as set forth in said  Section and for the  avoidance of doubt,
                  its first use shall be to the servicing  and/or payment of the
                  *Sugarloaf  Loan and the  other  amounts  owing  hereunder  in
                  respect of the *Sugarloaf Project, provided further that, if a
                  Default or an Event of  Default  shall  then  exist,  all such
                  payments  shall be  applied  pursuant  to  Section  2.5(d)  or
                  Section  8.2(c)  of  this   Agreement,   whichever   shall  be
                  applicable,  but, in any case and for the  avoidance of doubt,
                  such  application  shall also be first to the servicing and/or
                  payment of the  *Sugarloaf  Loan and the other  amounts  owing
                  hereunder in respect of the *Sugarloaf Project. If any payment
                  under a *Sugarloaf Host Company Lease Agreement  (other than a
                  Monthly  Rental  Amount) is  delivered  to the  Administrative
                  Agent,  then such  payment  shall be treated  as a  prepayment
                  under Section 2.5(e), to the extent permitted thereunder,  and
                  applied  to  the  *Sugarloaf  Loan  on  a  priority  basis  in
                  accordance with such Section;  otherwise such payment shall be
                  deposited into the Cash Collateral Account.

                           (v) GSRP shall direct or  otherwise  cause the Jordan
                  Bowl Host  Company to make all payments  under the  Beneficial
                  Improvement  Agreement in respect thereof (including,  without
                  limitation,  all Monthly Rental Amounts in respect thereof) to
                  the  Administrative  Agent.  For the avoidance of doubt,  GSRP
                  shall, on or before the tenth (10th) day of each month,  cause
                  the Jordan Bowl Host  Company to make each  payment in respect
                  of the Monthly  Rental  Amount that  accrued in respect of the
                  immediately  preceding month to the Administrative  Agent. All
                  such payments in respect of Monthly Rental  Amounts  delivered
                  to the Administrative  Agent shall be in good, collected funds
                  in legal  tender of the United  States of America and shall be
                  applied as set forth in Section 2.5(d) hereof,  provided that,
                  as set forth in said  Section and for the  avoidance of doubt,
                  its first use shall be to the servicing  and/or payment of the
                  Jordan  Bowl Loan and the other  amounts  owing  hereunder  in
                  respect of the Jordan Bowl Project,  provided further that, if
                  a Default or an Event of Default  shall then  exist,  all such
                  payments  shall be  applied  pursuant  to  Section  2.5(d)  or
                  Section  8.2(c)  of  this   Agreement,   whichever   shall  be
                  applicable,  but, in any case for the avoidance of doubt, such
                  application  shall  always  be first to the  servicing  and/or
                  payment of the Jordan  Bowl Loan and the other  amounts  owing
                  hereunder  in  respect  of the  Jordan  Bowl  Project.  If any
                  payment under the Beneficial Improvements Agreement in respect
                  of the  Jordan  Bowl  Project  (other  than a  Monthly  Rental
                  Amount) is delivered to the  Administrative  Agent,  then such
                  payment shall be treated as a prepayment under Section 2.5(e),
                  to the extent permitted thereunder,  and applied to the Jordan
                  Bowl Loan on a priority basis in accordance with such Section;
                  otherwise  such  payment  shall  be  deposited  into  the Cash
                  Collateral Account.

                           (vi)     Intentionally Omitted.

                           (vii)  GSRP  shall  direct  or  otherwise  cause  the
                  Killington  Host  Company  to  make  all  payments  under  the
                  Beneficial    Improvement   Agreement   in   respect   thereof
                  (including,  without limitation, all Monthly Rental Amounts in
                  respect  thereof)  to  the   Administrative   Agent.  For  the
                  avoidance of doubt,  GSRP shall, on or before the tenth (10th)
                  day of each month,  cause the Killington  Host Company to make
                  each  payment in respect of the  Monthly  Rental  Amount  that
                  accrued in respect of the  immediately  preceding month to the
                  Administrative  Agent. All such payments in respect of Monthly
                  Rental Amounts delivered to the Administrative  Agent shall be
                  in good,  collected funds in legal tender of the United States
                  of America and shall be applied as set forth in Section 2.5(d)
                  hereof,  provided  that,  as set forth in said Section and for
                  the  avoidance  of  doubt,  its  first  use  shall  be to  the
                  servicing  and/or payment of the Killington Loan and the other
                  amounts owing hereunder in respect of the Killington  Project,
                  provided  further  that,  if a Default  or an Event of Default
                  shall then exist,  all such payments shall be applied pursuant
                  to  Section  2.5(d)  or  Section  8.2(c)  of  this  Agreement,
                  whichever  shall  be  applicable,  but,  in any  case  for the
                  avoidance of doubt,  such application shall always be first to
                  the servicing  and/or payment of the  Killington  Loan and the
                  other  amounts  owing  hereunder in respect of the  Killington
                  Project.  If any  payment  under the  Beneficial  Improvements
                  Agreement in respect of the  Killington  Project (other than a
                  Monthly  Rental  Amount) is  delivered  to the  Administrative
                  Agent,  then such  payment  shall be treated  as a  prepayment
                  under Section 2.5(e), to the extent permitted thereunder,  and
                  applied  to  the  Killington  Loan  on  a  priority  basis  in
                  accordance with such Section;  otherwise such payment shall be
                  deposited into the Cash Collateral Account.

                           (viii) GSRP shall direct or  otherwise  cause the Mt.
                  Snow Host  Company to make all payments  under the  Beneficial
                  Improvement  Agreement in respect thereof (including,  without
                  limitation,  all Monthly Rental Amounts in respect thereof) to
                  the  Administrative  Agent.  For the avoidance of doubt,  GSRP
                  shall, on or before the tenth (10th) day of each month,  cause
                  the Mt. Snow Host  Company to make each  payment in respect of
                  the  Monthly  Rental  Amount  that  accrued  in respect of the
                  immediately  preceding month to the Administrative  Agent. All
                  such payments in respect of Monthly Rental  Amounts  delivered
                  to the Administrative  Agent shall be in good, collected funds
                  in legal  tender of the United  States of America and shall be
                  applied as set forth in Section 2.5(d) hereof,  provided that,
                  as set forth in said  Section and for the  avoidance of doubt,
                  its first use shall be to the servicing  and/or payment of the
                  Mt. Snow Loan and the other amounts owing hereunder in respect
                  of the Mt. Snow Project,  provided  further that, if a Default
                  or an Event of Default  shall then  exist,  all such  payments
                  shall be applied  pursuant to Section 2.5(d) or Section 8.2(c)
                  of this Agreement,  whichever shall be applicable, but, in any
                  case for the avoidance of doubt, such application shall always
                  be first to the servicing  and/or payment of the Mt. Snow Loan
                  and the other  amounts  owing  hereunder in respect of the Mt.
                  Snow Project. If any payment under the Beneficial Improvements
                  Agreement  in respect of the Mt.  Snow  Project  (other than a
                  Monthly  Rental  Amount) is  delivered  to the  Administrative
                  Agent,  then such  payment  shall be treated  as a  prepayment
                  under Section 2.5(e), to the extent permitted thereunder,  and
                  applied to the Mt. Snow Loan on a priority basis in accordance
                  with such Section;  otherwise  such payment shall be deposited
                  into the Cash Collateral Account.

                    (b) Receipts  from Sale Proceeds of  Quartershare  Interests
          and Commercial Units and Residential Units.

                           (i) GSRP shall  promptly  consummate the purchase and
                  sale of each Quartershare Interest under each Contract as soon
                  as possible  after the Project  applicable  thereto shall have
                  received a permanent certificate of occupancy from the town or
                  other   municipality   that  covers  such  Project,   and  the
                  Declaration  and Resort Map for such  Project  shall have been
                  recorded in the  applicable  office(s) or  amendments  thereto
                  shall have been so recorded  (as the case may be).  GSRP shall
                  use  its  best  efforts,  as  soon as  practicable  after  the
                  completion of the  construction and furnishing of such Project
                  to obtain a  permanent  certificate  of  occupancy  in respect
                  thereof and in respect of the Residential Units and Commercial
                  Units   (including,   if   permitted  by  the  town  or  other
                  municipality that covers such Project,  obtaining certificates
                  of  occupancy  on a floor by floor  basis)  and to record  the
                  aforesaid  Declarations,  Resort  Maps and  amendments  in the
                  applicable offices. GSRP shall,  consistent with Colorado law,
                  promptly  convert each  Reservation  Contract to a Contract in
                  order to consummate the purchase and sale of the  Quartershare
                  Interest in respect thereof, as contemplated in this subclause
                  (i). For the avoidance of doubt, GSRP agrees that it shall not
                  sell Residential Units as "whole" residential units but rather
                  will only sell Quartershare Interests in respect thereof.

                           (ii)  With  respect  to each  sale of a  Quartershare
                  Interest in any Project,  GSRP shall  deliver,  or cause to be
                  delivered,  to the Administrative  Agent (A) the Release Price
                  in respect thereof on the Consummation Date of such sale if no
                  Default or Event of Default  shall then exist and (B) all cash
                  downpayments and all other cash payments  received by GSRP and
                  paid by the Purchaser under each Contract on the  Consummation
                  Date of such sale if a Default or Event of Default  shall then
                  exist. GSRP agrees to instruct,  and hereby so instructs,  the
                  Escrow  Agent for such  Project  to  deliver  directly  to the
                  Administrative Agent all of the aforesaid amounts upon receipt
                  by such  Escrow  Agent of a written  confirmation  from either
                  GSRP or the  Administrative  Agent  that  such  sale  has been
                  consummated.  GSRP agrees that all  payments  delivered by any
                  Purchaser  to GSRP on the  Consummation  Date of its  Contract
                  shall be delivered by GSRP to the applicable  Escrow Agent and
                  shall be subject to the terms and  requirements of this clause
                  (ii).  GSRP shall not permit any payments  from the  Purchaser
                  under any  Contract  to be  escrowed or retained by the Escrow
                  Agent after the Consummation  Date in respect thereof,  unless
                  the  same  shall  have  been  consented  to by  GSRP  and  the
                  Administrative Agent. If GSRP shall have provided financing to
                  the Purchaser under any Contract in order to consummate such a
                  sale and such  Purchaser  shall have executed and delivered to
                  GSRP a Quartershare Note and Quartershare  Mortgage in respect
                  thereof,  GSRP shall promptly sell such  Quartershare Note and
                  Quartershare  Mortgage to the "buyer"  under the Note Purchase
                  Agreement.  GSRP shall irrevocably  instruct the "buyer" under
                  the  Note  Purchase  Agreement  to  immediately   deliver  all
                  proceeds that arise out of any  purchases of the  Quartershare
                  Notes (including,  without limitation,  any payment to GSRP by
                  Textron  Financial  Corporation  of cash  reserves  originally
                  withheld  from any  purchase  by the  "buyer" of  Quartershare
                  Notes under and pursuant to the Note  Purchase  Agreement  and
                  subsequently  paid  back to  GSRP)  (A) to the  Administrative
                  Agent to the extent of the unpaid  Release Price in respect of
                  such sale if no Default  or Event of Default  shall then exist
                  and (B) to the Administrative if a Default or Event of Default
                  shall then exist (it being the intention of the parties hereto
                  that the full  amount  of such  proceeds  shall be paid to the
                  Administrative  Agent in such case). To the extent that any of
                  the cash  downpayments,  cash payments,  loan proceeds  and/or
                  sale  proceeds in respect of any Contract  that are payable to
                  the Administrative Agent hereunder shall be paid to GSRP, GSRP
                  shall hold the same in trust for the Administrative  Agent and
                  promptly  deliver the same to the  Administrative  Agent.  The
                  escrow  procedures  and the escrow  account being used by each
                  Escrow  Agent  shall  be  satisfactory  to the  Administrative
                  Agent. GSRP shall cause such changes in such escrow procedures
                  (in  accordance  with  applicable  law  and the  terms  of any
                  Contract  and the  escrow  agreement  in respect  thereof  and
                  subject to the approval of any applicable  governmental agency
                  or  agencies)  as  the  Administrative  Agent  may  reasonably
                  request  from time to time.  Upon not less than 30 days' prior
                  written  notice from the  Administrative  Agent and subject to
                  the receipt of all applicable  governmental  agency approvals,
                  GSRP shall establish a different escrowee for all Contracts to
                  be entered into thereafter, which escrowee shall be subject to
                  the terms and  requirements  set forth in this clause (ii) and
                  shall be  satisfactory  in all respects to the  Administrative
                  Agent,  provided that the  Administrative  Agent agrees not to
                  request such a change of escrowee  unless a sufficient  cause,
                  in the reasonable judgment of the Administrative  Agent, shall
                  have  arisen  to  justify  such  change.   All  payments  made
                  hereunder to the  Administrative  Agent in respect of proceeds
                  from the sale of any  Quartershare  Interest  under a Contract
                  shall be net of all  customary and normal costs of closing not
                  previously  deducted  from other  proceeds  in respect of such
                  Contract.

                           On the Consummation Date of the sale of any Steamboat
                  Quartershare  Interest made in the normal and ordinary  course
                  of GSRP's  business on an  arm's-length  basis to Persons that
                  are  not  Affiliates  (or,  with  the  prior  consent  of  the
                  Administrative Agent, to an Affiliate), the cash downpayments,
                  cash payments,  loan proceeds and/or sale proceeds paid to the
                  Administrative  Agent  pursuant to this clause (ii) in respect
                  thereof in the  amount of the  Release  Price with  respect to
                  such Steamboat  Quartershare  Interest shall be applied to the
                  Steamboat  Loan  and the  other  amounts  owing  hereunder  in
                  respect  of the  Steamboat  Project  and under  the  Steamboat
                  Security  Documents and the other  Obligations  as provided in
                  Section 2.5(d) hereof,  provided that if a Default or an Event
                  of Default  shall then exist (which shall have not been waived
                  by the Steamboat Required  Lenders),  the entire amount of all
                  cash  downpayments,  cash payments,  loan proceeds and/or sale
                  proceeds  delivered  to  the  Administrative  Agent  shall  be
                  applied  pursuant to Section  2.5(d) or Section 8.2(c) of this
                  Agreement, whichever shall be applicable, but, in any case for
                  the  avoidance of doubt,  any such  application  shall be on a
                  priority  basis to service  and/or pay the Steamboat  Loan and
                  the other related  amounts  owing  hereunder in respect of the
                  Steamboat  Project.  Anything  contained  in this  clause (ii)
                  notwithstanding,  if any  Steamboat  Quartershare  Interest is
                  sold in other than in the normal and ordinary course of GSRP's
                  business,  or on  other  than  an  arm's-length  basis,  or to
                  Persons that are Affiliates (unless the  Administrative  Agent
                  shall have  consented  thereto),  then Section  2.5(f)  hereof
                  shall be applicable thereto. All payments to be applied to the
                  Steamboat  Loan  under  this  paragraph   shall  be  in  good,
                  collected  funds in  legal  tender  of the  United  States  of
                  America.

                           On the  Consummation  Date of the sale of any Canyons
                  Quartershare  Interest made in the normal and ordinary  course
                  of GSRP's  business on an  arm's-length  basis to Persons that
                  are  not  Affiliates  (or,  with  the  prior  consent  of  the
                  Administrative Agent, to an Affiliate), the cash downpayments,
                  cash payments,  loan proceeds and/or sale proceeds paid to the
                  Administrative  Agent  pursuant to this clause (ii) in respect
                  thereof in the  amount of the  Release  Price with  respect to
                  such  Canyons  Quartershare  Interest  shall be applied to the
                  Canyons Loan and the other amounts owing  hereunder in respect
                  of  the  Canyons  Project  and  under  the  Canyons   Security
                  Documents  and the other  Obligations  as  provided in Section
                  2.5(d)  hereof,  provided  that if a  Default  or an  Event of
                  Default  shall then exist (which shall have not been waived by
                  the Canyons Required  Lenders),  the entire amount of all cash
                  downpayments,   cash  payments,   loan  proceeds  and/or  sale
                  proceeds  delivered  to  the  Administrative  Agent  shall  be
                  applied  pursuant to Section  2.5(d) or Section 8.2(c) of this
                  Agreement, whichever shall be applicable, but, in any case for
                  the  avoidance of doubt,  any such  application  shall be on a
                  priority  basis to service and/or pay the Canyons Loan and the
                  other  related  amounts  owing  hereunder  in  respect  of the
                  Canyons  Project.  Anything  contained  in  this  clause  (ii)
                  notwithstanding,  if any Canyons Quartershare Interest is sold
                  in other  than in the  normal  and  ordinary  course of GSRP's
                  business,  or on  other  than  an  arm's-length  basis,  or to
                  Persons that are Affiliates (unless the  Administrative  Agent
                  shall have  consented  thereto),  then Section  2.5(f)  hereof
                  shall be applicable thereto. All payments to be applied to the
                  Canyons Loan under this paragraph shall be in good,  collected
                  funds in legal tender of the United States of America.

                           On  the   Consummation   Date  of  the  sale  of  any
                  *Sugarbush  Quartershare  Interest  made  in  the  normal  and
                  ordinary course of GSRP's business on an arm's-length basis to
                  Persons that are not Affiliates (or, with the prior consent of
                  the   Administrative   Agent,  to  an  Affiliate),   the  cash
                  downpayments,   cash  payments,   loan  proceeds  and/or  sale
                  proceeds  paid to the  Administrative  Agent  pursuant to this
                  clause  (ii) in respect  thereof in the amount of the  Release
                  Price with respect to such  *Sugarbush  Quartershare  Interest
                  shall be applied to the *Sugarbush  Loan and the other amounts
                  owing hereunder in respect of the *Sugarbush Project and under
                  the *Sugarbush Security Documents and the other Obligations as
                  provided in Section 2.5(d) hereof,  provided that if a Default
                  or an Event of Default  shall then exist (which shall have not
                  been waived by the *Sugarbush  Required  Lenders),  the entire
                  amount of all cash downpayments,  cash payments, loan proceeds
                  and/or sale  proceeds  delivered to the  Administrative  Agent
                  shall be applied  pursuant to Section 2.5(d) or Section 8.2(c)
                  of this Agreement,  whichever shall be applicable, but, in any
                  case for the avoidance of doubt, any such application shall be
                  on a priority basis to service and/or pay the *Sugarbush  Loan
                  and the other related  amounts  owing  hereunder in respect of
                  the *Sugarbush Project. Anything contained in this clause (ii)
                  notwithstanding,  if any *Sugarbush  Quartershare  Interest is
                  sold in other than in the normal and ordinary course of GSRP's
                  business,  or on  other  than  an  arm's-length  basis,  or to
                  Persons that are Affiliates (unless the  Administrative  Agent
                  shall have  consented  thereto),  then Section  2.5(f)  hereof
                  shall be applicable thereto. All payments to be applied to the
                  *Sugarbush  Loan  under  this  paragraph  shall  be  in  good,
                  collected  funds in  legal  tender  of the  United  States  of
                  America.

                           On  the   Consummation   Date  of  the  sale  of  any
                  *Sugarloaf  Quartershare  Interest  made  in  the  normal  and
                  ordinary course of GSRP's business on an arm's-length basis to
                  Persons that are not Affiliates (or, with the prior consent of
                  the   Administrative   Agent,  to  an  Affiliate),   the  cash
                  downpayments,   cash  payments,   loan  proceeds  and/or  sale
                  proceeds  paid to the  Administrative  Agent  pursuant to this
                  clause  (ii) in respect  thereof in the amount of the  Release
                  Price with respect to such  *Sugarloaf  Quartershare  Interest
                  shall be applied to the *Sugarloaf  Loan and the other amounts
                  owing hereunder in respect of the *Sugarloaf Project and under
                  the *Sugarloaf Security Documents and the other Obligations as
                  provided in Section 2.5(d) hereof,  provided that if a Default
                  or an Event of Default  shall then exist (which shall have not
                  been waived by the *Sugarloaf  Required  Lenders),  the entire
                  amount of all cash downpayments,  cash payments, loan proceeds
                  and/or sale  proceeds  delivered to the  Administrative  Agent
                  shall be applied  pursuant to Section 2.5(d) or Section 8.2(c)
                  of this Agreement,  whichever shall be applicable, but, in any
                  case for the avoidance of doubt, any such application shall be
                  on a priority basis to service and/or pay the *Sugarloaf  Loan
                  and the other related  amounts  owing  hereunder in respect of
                  the *Sugarloaf Project. Anything contained in this clause (ii)
                  notwithstanding,  if any *Sugarloaf  Quartershare  Interest is
                  sold in other than in the normal and ordinary course of GSRP's
                  business,  or on  other  than  an  arm's-length  basis,  or to
                  Persons that are Affiliates (unless the  Administrative  Agent
                  shall have  consented  thereto),  then Section  2.5(f)  hereof
                  shall be applicable thereto. All payments to be applied to the
                  *Sugarloaf  Loan  under  this  paragraph  shall  be  in  good,
                  collected  funds in  legal  tender  of the  United  States  of
                  America.

                           On the  Consummation  Date of the sale of any  Jordan
                  Bowl  Quartershare  Interest  made in the normal and  ordinary
                  course of GSRP's business on an arm's-length  basis to Persons
                  that are not  Affiliates  (or,  with the prior  consent of the
                  Administrative Agent, to an Affiliate), the cash downpayments,
                  cash payments,  loan proceeds and/or sale proceeds paid to the
                  Administrative  Agent  pursuant to this clause (ii) in respect
                  thereof in the  amount of the  Release  Price with  respect to
                  such Jordan Bowl Quartershare Interest shall be applied to the
                  Jordan  Bowl Loan and the other  amounts  owing  hereunder  in
                  respect of the Jordan  Bowl  Project and under the Jordan Bowl
                  Security  Documents and the other  Obligations  as provided in
                  Section 2.5(d) hereof,  provided that if a Default or an Event
                  of Default  shall then exist (which shall have not been waived
                  by the Jordan Bowl Required Lenders), the entire amount of all
                  cash  downpayments,  cash payments,  loan proceeds and/or sale
                  proceeds  delivered  to  the  Administrative  Agent  shall  be
                  applied  pursuant to Section  2.5(d) or Section 8.2(c) of this
                  Agreement, whichever shall be applicable, but, in any case for
                  the  avoidance of doubt,  any such  application  shall be on a
                  priority  basis to service and/or pay the Jordan Bowl Loan and
                  the other related  amounts  owing  hereunder in respect of the
                  Jordan Bowl  Project.  Anything  contained in this clause (ii)
                  notwithstanding,  if any Jordan Bowl Quartershare  Interest is
                  sold in other than in the normal and ordinary course of GSRP's
                  business,  or on  other  than  an  arm's-length  basis,  or to
                  Persons that are Affiliates (unless the  Administrative  Agent
                  shall  have  consented  thereto),  then the last  sentence  of
                  Section  2.5(f)  hereof  shall  be  applicable  thereto.   All
                  payments  to be  applied  to the  Jordan  Bowl Loan under this
                  paragraph shall be in good, collected funds in legal tender of
                  the United States of America.

                           On the Consummation  Date of the sale of any Attitash
                  Quartershare  Interest made in the normal and ordinary  course
                  of GSRP's  business on an  arm's-length  basis to Persons that
                  are  not  Affiliates  (or,  with  the  prior  consent  of  the
                  Administrative Agent, to an Affiliate), the cash downpayments,
                  cash payments,  loan proceeds and/or sale proceeds paid to the
                  Administrative  Agent  pursuant to this clause (ii) in respect
                  thereof in the  amount of the  Release  Price with  respect to
                  such Attitash  Quartershare  Interest  shall be applied to the
                  Attitash Loan and the other amounts owing hereunder in respect
                  of the  Attitash  Project  and  under  the  Attitash  Security
                  Documents  and the other  Obligations  as  provided in Section
                  2.5(d)  hereof,  provided  that if a  Default  or an  Event of
                  Default  shall then exist (which shall have not been waived by
                  the Attitash Required Lenders),  the entire amount of all cash
                  downpayments,   cash  payments,   loan  proceeds  and/or  sale
                  proceeds  delivered  to  the  Administrative  Agent  shall  be
                  applied  pursuant to Section  2.5(d) or Section 8.2(c) of this
                  Agreement, whichever shall be applicable, but, in any case for
                  the  avoidance of doubt,  any such  application  shall be on a
                  priority basis to service and/or pay the Attitash Loan and the
                  other  related  amounts  owing  hereunder  in  respect  of the
                  Attitash  Project.  Anything  contained  in this  clause  (ii)
                  notwithstanding, if any Attitash Quartershare Interest is sold
                  in other  than in the  normal  and  ordinary  course of GSRP's
                  business,  or on  other  than  an  arm's-length  basis,  or to
                  Persons that are Affiliates (unless the  Administrative  Agent
                  shall  have  consented  thereto),  then the last  sentence  of
                  Section  2.5(f)  hereof  shall  be  applicable  thereto.   All
                  payments  to be  applied  to  the  Attitash  Loan  under  this
                  paragraph shall be in good, collected funds in legal tender of
                  the United States of America.

                           On  the   Consummation   Date  of  the  sale  of  any
                  Killington  Quartershare  Interest  made  in  the  normal  and
                  ordinary course of GSRP's business on an arm's-length basis to
                  Persons that are not Affiliates (or, with the prior consent of
                  the   Administrative   Agent,  to  an  Affiliate),   the  cash
                  downpayments,   cash  payments,   loan  proceeds  and/or  sale
                  proceeds  paid to the  Administrative  Agent  pursuant to this
                  clause  (ii) in respect  thereof in the amount of the  Release
                  Price with respect to such  Killington  Quartershare  Interest
                  shall be applied to the Killington  Loan and the other amounts
                  owing hereunder in respect of the Killington Project and under
                  the Killington Security Documents and the other Obligations as
                  provided in Section 2.5(d) hereof,  provided that if a Default
                  or an Event of Default  shall then exist (which shall have not
                  been waived by the Killington  Required  Lenders),  the entire
                  amount of all cash downpayments,  cash payments, loan proceeds
                  and/or sale  proceeds  delivered to the  Administrative  Agent
                  shall be applied  pursuant to Section 2.5(d) or Section 8.2(c)
                  of this Agreement,  whichever shall be applicable, but, in any
                  case for the avoidance of doubt, any such application shall be
                  on a priority basis to service and/or pay the Killington  Loan
                  and the other related  amounts  owing  hereunder in respect of
                  the Killington Project. Anything contained in this clause (ii)
                  notwithstanding,  if any Killington  Quartershare  Interest is
                  sold in other than in the normal and ordinary course of GSRP's
                  business,  or on  other  than  an  arm's-length  basis,  or to
                  Persons that are Affiliates (unless the  Administrative  Agent
                  shall  have  consented  thereto),  then the last  sentence  of
                  Section  2.5(f)  hereof  shall  be  applicable  thereto.   All
                  payments  to be  applied  to the  Killington  Loan  under this
                  paragraph shall be in good, collected funds in legal tender of
                  the United States of America.

                           On the Consummation  Date of the sale of any Mt. Snow
                  Quartershare  Interest made in the normal and ordinary  course
                  of GSRP's  business on an  arm's-length  basis to Persons that
                  are  not  Affiliates  (or,  with  the  prior  consent  of  the
                  Administrative Agent, to an Affiliate), the cash downpayments,
                  cash payments,  loan proceeds and/or sale proceeds paid to the
                  Administrative  Agent  pursuant to this clause (ii) in respect
                  thereof in the  amount of the  Release  Price with  respect to
                  such Mt. Snow  Quartershare  Interest  shall be applied to the
                  Mt. Snow Loan and the other amounts owing hereunder in respect
                  of the Mt.  Snow  Project  and  under  the Mt.  Snow  Security
                  Documents  and the other  Obligations  as  provided in Section
                  2.5(d)  hereof,  provided  that if a  Default  or an  Event of
                  Default  shall then exist (which shall have not been waived by
                  the Mt. Snow Required Lenders),  the entire amount of all cash
                  downpayments,   cash  payments,   loan  proceeds  and/or  sale
                  proceeds  delivered  to  the  Administrative  Agent  shall  be
                  applied  pursuant to Section  2.5(d) or Section 8.2(c) of this
                  Agreement, whichever shall be applicable, but, in any case for
                  the  avoidance of doubt,  any such  application  shall be on a
                  priority basis to service and/or pay the Mt. Snow Loan and the
                  other related  amounts  owing  hereunder in respect of the Mt.
                  Snow   Project.   Anything   contained  in  this  clause  (ii)
                  notwithstanding, if any Mt. Snow Quartershare Interest is sold
                  in other  than in the  normal  and  ordinary  course of GSRP's
                  business,  or on  other  than  an  arm's-length  basis,  or to
                  Persons that are Affiliates (unless the  Administrative  Agent
                  shall  have  consented  thereto),  then the last  sentence  of
                  Section  2.5(f)  hereof  shall  be  applicable  thereto.   All
                  payments  to be  applied  to the  Mt.  Snow  Loan  under  this
                  paragraph shall be in good, collected funds in legal tender of
                  the United States of America.

                           (iii) With respect to each sale of a Commercial  Unit
                  GSRP  shall  deliver,  or  cause  to  be  delivered,   to  the
                  Administrative  Agent all cash downpayments and all other cash
                  payments  received by GSRP and paid by the  purchaser  of such
                  Commercial  Unit under the  contract  of  purchase  in respect
                  thereof on the  Consummation  Date of such sale to the extent,
                  but  only to the  extent,  of the  Release  Price  in  respect
                  thereof. GSRP agrees to instruct, and hereby so instructs, any
                  escrowee  involved  in  connection  with such sale to  deliver
                  directly to the  Administrative  Agent such Release Price.  To
                  the extent that any of the cash downpayments and cash payments
                  in respect of the Release  Price for the sale of a  Commercial
                  Unit shall be paid to GSRP,  GSRP shall hold the same in trust
                  for the Administrative  Agent and promptly deliver the same to
                  the Administrative Agent. The escrow procedures and the escrow
                  account being used by GSRP in connection with such sales shall
                  be  satisfactory  to  the   Administrative   Agent.   Anything
                  contained  herein  to  the  contrary  notwithstanding,  if any
                  Default  or Event of  Default  shall  exist at the time of the
                  sale of any Commercial Unit, the Administrative Agent shall be
                  entitled to elect to receive, as a release price therefor, all
                  cash  downpayments  and other  cash and  noncash  payments  in
                  respect of such sale but shall not be  obligated to effect any
                  such election or to release any Lien in and to such Commercial
                  Unit if  tendered  such  release  price or any  other  release
                  price.

                           On the Consummation Date of the sale of any Steamboat
                  Commercial Unit, the Release Price paid to the  Administrative
                  Agent  pursuant to this clause (iii) in respect  thereof shall
                  be applied to the  Steamboat  Loan and the other amounts owing
                  hereunder  in respect of the  Steamboat  Project and under the
                  Steamboat  Security  Documents  and the other  Obligations  as
                  provided in Section 2.5(d) hereof,  provided that if a Default
                  or an Event of Default  shall then exist (which shall have not
                  been waived by the  Steamboat  Required  Lenders),  the entire
                  amount of the cash downpayments,  cash payments, loan proceeds
                  and/or sale  proceeds in respect of such sale shall be paid to
                  the  Administrative  Agent and shall be  applied  pursuant  to
                  Section 2.5(d) or Section 8.2(c) of this Agreement,  whichever
                  shall be  applicable,  but, in any case for the  avoidance  of
                  doubt,  any such  application  shall be on a priority basis to
                  service  and/or pay the  Steamboat  Loan and the other related
                  amounts owing  hereunder in respect of the Steamboat  Project.
                  All  payments to be applied to the  Steamboat  Loan under this
                  clause (iii) shall be in good, collected funds in legal tender
                  of the United States of America.

                           On the  Consummation  Date of the sale of any Canyons
                  Commercial Unit, the Release Price paid to the  Administrative
                  Agent  pursuant to this clause (iii) in respect  thereof shall
                  be applied to the  Canyons  Loan and the other  amounts  owing
                  hereunder  in respect  of the  Canyons  Project  and under the
                  Canyons  Security  Documents  and  the  other  Obligations  as
                  provided in Section 2.5(d) hereof,  provided that if a Default
                  or an Event of Default  shall then exist (which shall have not
                  been  waived by the  Canyons  Required  Lenders),  the  entire
                  amount of the cash downpayments,  cash payments, loan proceeds
                  and/or sale  proceeds in respect of such sale shall be paid to
                  the  Administrative  Agent and shall be  applied  pursuant  to
                  Section 2.5(d) or Section 8.2(c) of this Agreement,  whichever
                  shall be  applicable,  but, in any case for the  avoidance  of
                  doubt,  any such  application  shall be on a priority basis to
                  service  and/or  pay the  Canyons  Loan and the other  related
                  amounts owing hereunder in respect of the Canyons Project. All
                  payments to be applied to the  Canyons  Loan under this clause
                  (iii) shall be in good, collected funds in legal tender of the
                  United States of America.

                           On  the   Consummation   Date  of  the  sale  of  any
                  *Sugarbush  Commercial  Unit,  the  Release  Price paid to the
                  Administrative  Agent pursuant to this clause (iii) in respect
                  thereof shall be applied to the *Sugarbush  Loan and the other
                  amounts owing  hereunder in respect of the *Sugarbush  Project
                  and  under the  *Sugarbush  Security  Documents  and the other
                  Obligations  as provided in Section  2.5(d)  hereof,  provided
                  that if a Default  or an Event of  Default  shall  then  exist
                  (which shall have not been waived by the  *Sugarbush  Required
                  Lenders),  the entire  amount of the cash  downpayments,  cash
                  payments,  loan  proceeds  and/or sale  proceeds in respect of
                  such sale shall be paid to the Administrative  Agent and shall
                  be applied  pursuant  to Section  2.5(d) or Section  8.2(c) of
                  this  Agreement,  whichever  shall be applicable,  but, in any
                  case for the avoidance of doubt, any such application shall be
                  on a priority basis to service and/or pay the *Sugarbush  Loan
                  and the other related  amounts  owing  hereunder in respect of
                  the  *Sugarbush  Project.  All  payments  to be applied to the
                  *Sugarbush  Loan under  this  clause  (iii)  shall be in good,
                  collected  funds in  legal  tender  of the  United  States  of
                  America.

                           On  the   Consummation   Date  of  the  sale  of  any
                  *Sugarloaf  Commercial  Unit,  the  Release  Price paid to the
                  Administrative  Agent pursuant to this clause (iii) in respect
                  thereof shall be applied to the *Sugarloaf  Loan and the other
                  amounts owing  hereunder in respect of the *Sugarloaf  Project
                  and  under the  *Sugarloaf  Security  Documents  and the other
                  Obligations  as provided in Section  2.5(d)  hereof,  provided
                  that if a Default  or an Event of  Default  shall  then  exist
                  (which shall have not been waived by the  *Sugarloaf  Required
                  Lenders),  the entire  amount of the cash  downpayments,  cash
                  payments,  loan  proceeds  and/or sale  proceeds in respect of
                  such sale shall be paid to the Administrative  Agent and shall
                  be applied  pursuant  to Section  2.5(d) or Section  8.2(c) of
                  this  Agreement,  whichever  shall be applicable,  but, in any
                  case for the avoidance of doubt, any such application shall be
                  on a priority basis to service and/or pay the *Sugarloaf  Loan
                  and the other related  amounts  owing  hereunder in respect of
                  the  *Sugarloaf  Project.  All  payments  to be applied to the
                  *Sugarloaf  Loan under  this  clause  (iii)  shall be in good,
                  collected  funds in  legal  tender  of the  United  States  of
                  America.

                           On the  Consummation  Date of the sale of any  Jordan
                  Bowl   Commercial   Unit,   the  Release  Price  paid  to  the
                  Administrative  Agent pursuant to this clause (iii) in respect
                  thereof shall be applied to the Jordan Bowl Loan and the other
                  amounts owing  hereunder in respect of the Jordan Bowl Project
                  and under the Jordan  Bowl  Security  Documents  and the other
                  Obligations  as provided in Section  2.5(d)  hereof,  provided
                  that if a Default  or an Event of  Default  shall  then  exist
                  (which shall have not been waived by the Jordan Bowl  Required
                  Lenders),  the entire  amount of the cash  downpayments,  cash
                  payments,  loan  proceeds  and/or sale  proceeds in respect of
                  such sale shall be paid to the Administrative  Agent and shall
                  be applied  pursuant  to Section  2.5(d) or Section  8.2(c) of
                  this  Agreement,  whichever  shall be applicable,  but, in any
                  case for the avoidance of doubt, any such application shall be
                  on a priority basis to service and/or pay the Jordan Bowl Loan
                  and the other related  amounts  owing  hereunder in respect of
                  the Jordan  Bowl  Project.  All  payments to be applied to the
                  Jordan  Bowl Loan under this  clause  (iii)  shall be in good,
                  collected  funds in  legal  tender  of the  United  States  of
                  America.

                           On the Consummation  Date of the sale of any Attitash
                  Commercial Unit, the Release Price paid to the  Administrative
                  Agent  pursuant to this clause (iii) in respect  thereof shall
                  be applied to the Attitash  Loan and the other  amounts  owing
                  hereunder  in respect of the  Attitash  Project  and under the
                  Attitash  Security  Documents  and the  other  Obligations  as
                  provided in Section 2.5(d) hereof,  provided that if a Default
                  or an Event of Default  shall then exist (which shall have not
                  been  waived by the  Attitash  Required  Lenders),  the entire
                  amount of the cash downpayments,  cash payments, loan proceeds
                  and/or sale  proceeds in respect of such sale shall be paid to
                  the  Administrative  Agent and shall be  applied  pursuant  to
                  Section 2.5(d) or Section 8.2(c) of this Agreement,  whichever
                  shall be  applicable,  but, in any case for the  avoidance  of
                  doubt,  any such  application  shall be on a priority basis to
                  service  and/or pay the  Attitash  Loan and the other  related
                  amounts  owing  hereunder in respect of the Attitash  Project.
                  All  payments  to be applied to the  Attitash  Loan under this
                  clause (iii) shall be in good, collected funds in legal tender
                  of the United States of America.

                           On  the   Consummation   Date  of  the  sale  of  any
                  Killington  Commercial  Unit,  the  Release  Price paid to the
                  Administrative  Agent pursuant to this clause (iii) in respect
                  thereof shall be applied to the Killington  Loan and the other
                  amounts owing  hereunder in respect of the Killington  Project
                  and  under the  Killington  Security  Documents  and the other
                  Obligations  as provided in Section  2.5(d)  hereof,  provided
                  that if a Default  or an Event of  Default  shall  then  exist
                  (which shall have not been waived by the  Killington  Required
                  Lenders),  the entire  amount of the cash  downpayments,  cash
                  payments,  loan  proceeds  and/or sale  proceeds in respect of
                  such sale shall be paid to the Administrative  Agent and shall
                  be applied  pursuant  to Section  2.5(d) or Section  8.2(c) of
                  this  Agreement,  whichever  shall be applicable,  but, in any
                  case for the avoidance of doubt, any such application shall be
                  on a priority basis to service and/or pay the Killington  Loan
                  and the other related  amounts  owing  hereunder in respect of
                  the  Killington  Project.  All  payments  to be applied to the
                  Killington  Loan under  this  clause  (iii)  shall be in good,
                  collected  funds in  legal  tender  of the  United  States  of
                  America.

                           On the Consummation  Date of the sale of any Mt. Snow
                  Commercial Unit, the Release Price paid to the  Administrative
                  Agent  pursuant to this clause (iii) in respect  thereof shall
                  be applied to the Mt.  Snow Loan and the other  amounts  owing
                  hereunder in respect of the Mt. Snow Project and under the Mt.
                  Snow Security  Documents and the other Obligations as provided
                  in Section  2.5(d)  hereof,  provided  that if a Default or an
                  Event of Default  shall then exist  (which shall have not been
                  waived by the Mt. Snow Required Lenders), the entire amount of
                  the cash  downpayments,  cash payments,  loan proceeds  and/or
                  sale  proceeds  in  respect  of such sale shall be paid to the
                  Administrative  Agent and shall be applied pursuant to Section
                  2.5(d) or Section 8.2(c) of this Agreement, whichever shall be
                  applicable,  but, in any case for the avoidance of doubt,  any
                  such  application  shall be on a  priority  basis  to  service
                  and/or  pay the Mt.  Snow Loan and the other  related  amounts
                  owing  hereunder  in  respect  of the Mt.  Snow  Project.  All
                  payments  to be applied to the Mt. Snow Loan under this clause
                  (iii) shall be in good, collected funds in legal tender of the
                  United States of America.

                  (c)      Borrowing Base Prepayments.

                           (i)  If  on  any  date  the   aggregate   outstanding
                  principal  amount  of the  Loan  shall  exceed  the  Aggregate
                  Construction  Project  Borrowing  Base,  determined as of such
                  date, GSRP shall  immediately pay the amount of such excess to
                  the  Administrative   Agent  together  with  interest  accrued
                  thereon to (but not  including)  the date of such  payment and
                  such amounts shall be applied by the Administrative Agent when
                  received  in good,  collected  funds as set  forth in  Section
                  2.5(d) hereof to prepay ratably each outstanding Advance.

                           (ii)  If  on  any  date  the  aggregate   outstanding
                  principal  amount  of the  Steamboat  Loan  shall  exceed  the
                  Steamboat  Construction Project Borrowing Base,  determined as
                  of such date,  GSRP shall  immediately  pay the amount of such
                  excess to the  Administrative  Agent  together  with  interest
                  accrued  thereon  to  (but  not  including)  the  date of such
                  payment   and   such   amounts   shall  be   applied   by  the
                  Administrative Agent when received in good, collected funds as
                  set forth in Section  2.5(d)  hereof to prepay  the  Steamboat
                  Loan.

                           If on any date the  aggregate  outstanding  principal
                  amount  of  the   Canyons   Loan  shall   exceed  the  Canyons
                  Construction  Project  Borrowing  Base,  determined as of such
                  date, GSRP shall  immediately pay the amount of such excess to
                  the  Administrative   Agent  together  with  interest  accrued
                  thereon to (but not  including)  the date of such  payment and
                  such amounts shall be applied by the Administrative Agent when
                  received  in good,  collected  funds as set  forth in  Section
                  2.5(d) hereof to prepay the Canyons Loan.

                           If on any date the  aggregate  outstanding  principal
                  amount of the  *Sugarbush  Loan shall  exceed  the  *Sugarbush
                  Construction  Project  Borrowing  Base,  determined as of such
                  date, GSRP shall  immediately pay the amount of such excess to
                  the  Administrative   Agent  together  with  interest  accrued
                  thereon to (but not  including)  the date of such  payment and
                  such amounts shall be applied by the Administrative Agent when
                  received  in good,  collected  funds as set  forth in  Section
                  2.5(d) hereof to prepay the *Sugarbush Loan.

                           If on any date the  aggregate  outstanding  principal
                  amount of the  *Sugarloaf  Loan shall  exceed  the  *Sugarloaf
                  Construction  Project  Borrowing  Base,  determined as of such
                  date, GSRP shall  immediately pay the amount of such excess to
                  the  Administrative   Agent  together  with  interest  accrued
                  thereon to (but not  including)  the date of such  payment and
                  such amounts shall be applied by the Administrative Agent when
                  received  in good,  collected  funds as set  forth in  Section
                  2.5(d) hereof to prepay the *Sugarloaf Loan.

                           (iii)  If on each of the  following  test  dates  the
                  aggregate   outstanding  principal  amount  of  all  Inventory
                  Advances (other the Inventory  Advances in respect of the 1997
                  Projects) exceeds the maximum outstanding  principal amount of
                  Inventory Advances set forth below, GSRP shall immediately pay
                  the amount of such excess to the Administrative Agent together
                  with interest  accrued thereon to (but not including) the date
                  of such  payment  and such  amounts  shall be  applied  by the
                  Administrative Agent when received in good, collected funds as
                  set forth in Section  2.5(d)  hereof  ratably to all Inventory
                  Advances (other than Inventory Advances in respect of the 1997
                  Projects):

Test Date                      Maximum Outstanding Principal Amount of Inventory
                                       Advances

March 31, 2001                 $60,000,000

September 30, 2001             $40,000,000

March 31, 2002                 $15,000,000

September 30, 2002             $0


                           (iv)     Intentionally omitted.

                    (d) Application of Lease Payments,  Sales Proceeds and Other
          Payments.

                           (i) Subject to the appropriate application of Section
                  8.2(c)  hereof,  the payments  under this Section 2.5 or under
                  Sections 3.5 and 3.6 hereof  (received  by the  Administrative
                  Agent in good,  collected  funds in legal tender of the United
                  States of America) in respect of the  Steamboat  Host  Company
                  Lease, the sale of Steamboat Quartershare Interests,  the sale
                  of  Steamboat   Commercial  Units,   payments  in  respect  of
                  Steamboat Construction Project Borrowing Base deficiencies and
                  any other payments received by the  Administrative  Agent that
                  are  directly  derived  from the  Steamboat  Project  shall be
                  applied as follows to the Steamboat Obligations:

                                    first,  towards the fees, costs and expenses
                           required to be paid under this Agreement,  including,
                           without  limitation,  any Loan  Costs  and all  other
                           fees, costs and expenses set forth in Section 11.2 of
                           this Agreement,  in each case, as the same constitute
                           or  may  have   arisen  in   respect   of   Steamboat
                           Obligations;

                                    second,   towards  the  accrued  and  unpaid
                           interest on the  Steamboat  Loan at the Interest Rate
                           or Default  Rate for and in respect of each  complete
                           calendar month immediately preceding such payment (to
                           the  extent  not paid by the  making  of a  Steamboat
                           Interest Advance hereunder);

                                    third, towards the payment of any prepayment
                           premiums then due in respect of all or any portion of
                           the  Steamboat  Loan  being  prepaid  with any of the
                           foregoing payments;

                                        fourth,   towards  the  payment  of  the
                              principal   amount  of  any   Steamboat   Interest
                              Advances then outstanding;

                                        fifth,   towards  the   then-outstanding
                              principal amount of the Steamboat Loan,

                                        sixth,  towards any remaining  Steamboat
                              Obligations

                                        seventh, upon the payment in full of all
                              Steamboat   Obligations,   any  remaining  amounts
                              consisting  of Release  Prices in respect of sales
                              of   Steamboat   Quartershare   Interests   and/or
                              Steamboat  Commercial Units or scheduled  payments
                              under the  Steamboat  Host Company  Lease shall be
                              applied  ratably to the then  outstanding  Canyons
                              Obligations,  *Sugarloaf  Obligations,  *Sugarbush
                              Obligations,  Jordan  Bowl  Obligations,  Attitash
                              Obligations,  Killington  Obligations and Mt. Snow
                              Obligations  (after  giving  effect to the  latest
                              application to such  Obligations of the cash flows
                              referred to in this Section 2.5(d)), and

                                        eighth,  any remaining  amounts shall be
                              deposited into the Cash Collateral Account.

                  At any time when the Steamboat  Obligations hereunder shall be
                  equal to $0 (whether during the Steamboat Commitment Period or
                  otherwise),  all cash payments,  cash  downpayments  and other
                  proceeds referred to above and all other payments delivered to
                  the  Administrative  Agent  pursuant  to this  Section  2.5 or
                  Sections 3.5 or 3.6 hereof in respect of the Steamboat Project
                  shall be deposited into the Cash  Collateral  Account if other
                  Obligations  are  then  still   outstanding;   if  such  other
                  Obligations  shall  at such  time be equal  to $0,  such  cash
                  payments, cash downpayments and other proceeds may be retained
                  by GSRP.

                           (ii)  Subject  to  the  appropriate   application  of
                  Section 8.2(c) hereof,  the payments under this Section 2.5 or
                  under   Sections   3.5  and  3.6  hereof   (received   by  the
                  Administrative  Agent in good, collected funds in legal tender
                  of the United  States of  America)  in respect of the  Canyons
                  Host  Company   Lease,   the  sale  of  Canyons   Quartershare
                  Interests,  the sale of Canyons  Commercial Units,  payment in
                  respect  of  Canyons   Construction   Project  Borrowing  Base
                  deficiencies   and  any  other   payments   received   by  the
                  Administrative  Agent  that  are  directly  derived  from  the
                  Canyons  Project  shall be applied  as follows to the  Canyons
                  Obligations:

                                    first,  towards the fees, costs and expenses
                           required to be paid under this Agreement,  including,
                           without  limitation,  any Loan  Costs  and all  other
                           fees, costs and expenses set forth in Section 11.2 of
                           this Agreement,  in each case, as the same constitute
                           or may have arisen in respect of Canyons Obligations;

                                    second,   towards  the  accrued  and  unpaid
                           interest on the Canyons Loan at the Interest  Rate or
                           Default  Rate  for and in  respect  of each  complete
                           calendar month immediately preceding such payment (to
                           the  extent  not  paid  by the  making  of a  Canyons
                           Interest Advance hereunder);

                                    third, towards the payment of any prepayment
                           premiums then due in respect of all or any portion of
                           the  Canyons  Loan  being  prepaid  with  any  of the
                           foregoing payments;

                                        fourth,   towards  the  payment  of  the
                              principal amount of any Canyons Interest  Advances
                              then outstanding;

                                        fifth,   towards  the   then-outstanding
                              principal amount of the Canyons Loan,

                                        sixth,  towards  any  remaining  Canyons
                              Obligations

                                    seventh,  upon  the  payment  in full of all
                           Canyons Obligations, any remaining amounts consisting
                           of  Release  Prices in  respect  of sales of  Canyons
                           Quartershare   Interests  and/or  Canyons  Commercial
                           Units or  scheduled  payments  under the Canyons Host
                           Company  Lease  shall be applied  ratably to the then
                           outstanding   Steamboat    Obligations,    *Sugarloaf
                           Obligations,   *Sugarbush  Obligations,  Jordan  Bowl
                           Obligations,    Attitash   Obligations,    Killington
                           Obligations  and Mt. Snow  Obligations  (after giving
                           effect to the latest  application to such Obligations
                           of  the  cash  flows  referred  to  in  this  Section
                           2.5(d)), and

                                        eighth,  any remaining  amounts shall be
                              deposited into the Cash Collateral Account.

                  At any time when the Canyons  Obligations  hereunder  shall be
                  equal to $0 (whether during the Canyons  Commitment  Period or
                  otherwise),  all cash payments,  cash  downpayments  and other
                  proceeds referred to above and all other payments delivered to
                  the  Administrative  Agent  pursuant  to this  Section  2.5 or
                  Sections  3.5 or 3.6 hereof in respect of the Canyons  Project
                  shall be deposited into the Cash  Collateral  Account if other
                  Obligations  are  then  still   outstanding;   if  such  other
                  Obligations  shall  at such  time be equal  to $0,  such  cash
                  payments, cash downpayments and other proceeds may be retained
                  by GSRP.

                           (iii)  Subject  to  the  appropriate  application  of
                  Section 8.2(c) hereof,  the payments under this Section 2.5 or
                  under   Sections   3.5  and  3.6  hereof   (received   by  the
                  Administrative  Agent in good, collected funds in legal tender
                  of the United States of America) in respect of the  *Sugarbush
                  Host  Company  Lease,  the  sale  of  *Sugarbush  Quartershare
                  Interests, the sale of *Sugarbush Commercial Units, payment in
                  respect of  *Sugarbush  Construction  Project  Borrowing  Base
                  deficiencies   and  any  other   payments   received   by  the
                  Administrative  Agent  that  are  directly  derived  from  the
                  *Sugarbush   Project  shall  be  applied  as  follows  to  the
                  *Sugarbush Obligations:

                                    first,  towards the fees, costs and expenses
                           required to be paid under this Agreement,  including,
                           without  limitation,  any Loan  Costs  and all  other
                           fees, costs and expenses set forth in Section 11.2 of
                           this Agreement,  in each case, as the same constitute
                           or  may  have   arisen  in  respect   of   *Sugarbush
                           Obligations;

                                    second,   towards  the  accrued  and  unpaid
                           interest on the *Sugarbush  Loan at the Interest Rate
                           or Default  Rate for and in respect of each  complete
                           calendar month immediately preceding such payment (to
                           the  extent  not paid by the  making of a  *Sugarbush
                           Interest Advance hereunder);

                                    third, towards the payment of any prepayment
                           premiums then due in respect of all or any portion of
                           the  *Sugarbush  Loan being  prepaid  with any of the
                           foregoing payments;

                         fourth,  towards the payment of the principal amount of
                    any *Sugarbush Interest Advances then outstanding;

                                        fifth,   towards  the   then-outstanding
                              principal amount of the *Sugarbush Loan,

                                        sixth,  towards any remaining *Sugarbush
                              Obligations

                                    seventh,  upon  the  payment  in full of all
                           *Sugarbush   Obligations,   any   remaining   amounts
                           consisting  of Release  Prices in respect of sales of
                           *Sugarbush  Quartershare  Interests and/or *Sugarbush
                           Commercial  Units or  scheduled  payments  under  the
                           *Sugarbush   Host  Company  Lease  shall  be  applied
                           ratably   to   the   then    outstanding    Steamboat
                           Obligations,    *Sugarloaf    Obligations,    Canyons
                           Obligations,   Jordan  Bowl   Obligations,   Attitash
                           Obligations,  Killington  Obligations  and  Mt.  Snow
                           Obligations   (after  giving  effect  to  the  latest
                           application  to such  Obligations  of the cash  flows
                           referred to in this Section 2.5(d)), and

                                        eighth,  any remaining  amounts shall be
                              deposited into the Cash Collateral Account.

                  At any time when the *Sugarbush Obligations hereunder shall be
                  equal to $0 (whether during the *Sugarbush  Commitment  Period
                  or otherwise),  all cash payments, cash downpayments and other
                  proceeds referred to above and all other payments delivered to
                  the  Administrative  Agent  pursuant  to this  Section  2.5 or
                  Sections  3.5 or  3.6  hereof  in  respect  of the  *Sugarbush
                  Project shall be deposited into the Cash Collateral Account if
                  other  Obligations are then still  outstanding;  if such other
                  Obligations  shall  at such  time be equal  to $0,  such  cash
                  payments, cash downpayments and other proceeds may be retained
                  by GSRP.

                           (iv)  Subject  to  the  appropriate   application  of
                  Section 8.2(c) hereof,  the payments under this Section 2.5 or
                  under   Sections   3.5  and  3.6  hereof   (received   by  the
                  Administrative  Agent in good, collected funds in legal tender
                  of the United States of America) in respect of the  *Sugarloaf
                  Host  Company  Lease,  the  sale  of  *Sugarloaf  Quartershare
                  Interests, the sale of *Sugarloaf Commercial Units, payment in
                  respect of  *Sugarloaf  Construction  Project  Borrowing  Base
                  deficiencies   and  any  other   payments   received   by  the
                  Administrative  Agent  that  are  directly  derived  from  the
                  *Sugarloaf   Project  shall  be  applied  as  follows  to  the
                  *Sugarloaf Obligations:

                                    first,  towards the fees, costs and expenses
                           required to be paid under this Agreement,  including,
                           without  limitation,  any Loan  Costs  and all  other
                           fees, costs and expenses set forth in Section 11.2 of
                           this Agreement,  in each case, as the same constitute
                           or  may  have   arisen  in  respect   of   *Sugarloaf
                           Obligations;

                                    second,   towards  the  accrued  and  unpaid
                           interest on the *Sugarloaf  Loan at the Interest Rate
                           or Default  Rate for and in respect of each  complete
                           calendar month immediately preceding such payment (to
                           the  extent  not paid by the  making of a  *Sugarloaf
                           Interest Advance hereunder);

                                    third, towards the payment of any prepayment
                           premiums then due in respect of all or any portion of
                           the  *Sugarloaf  Loan being  prepaid  with any of the
                           foregoing payments;

                                        fourth,   towards  the  payment  of  the
                              principal   amount  of  any  *Sugarloaf   Interest
                              Advances then outstanding;

                                        fifth,   towards  the   then-outstanding
                              principal amount of the *Sugarloaf Loan,

                                        sixth,  towards any remaining *Sugarloaf
                              Obligations

                                    seventh,  upon  the  payment  in full of all
                           *Sugarloaf   Obligations,   any   remaining   amounts
                           consisting  of Release  Prices in respect of sales of
                           *Sugarloaf  Quartershare  Interests and/or *Sugarloaf
                           Commercial  Units or  scheduled  payments  under  the
                           *Sugarloaf   Host  Company  Lease  shall  be  applied
                           ratably   to   the   then    outstanding    Steamboat
                           Obligations,    Canyons    Obligations,    *Sugarbush
                           Obligations,   Jordan  Bowl   Obligations,   Attitash
                           Obligations,  Killington  Obligations  and  Mt.  Snow
                           Obligations   (after  giving  effect  to  the  latest
                           application  to such  Obligations  of the cash  flows
                           referred to in this Section 2.5(d)), and

                                        eighth,  any remaining  amounts shall be
                              deposited into the Cash Collateral Account.

                  At any time when the *Sugarloaf Obligations hereunder shall be
                  equal to $0 (whether during the *Sugarloaf  Commitment  Period
                  or otherwise),  all cash payments, cash downpayments and other
                  proceeds referred to above and all other payments delivered to
                  the  Administrative  Agent  pursuant  to this  Section  2.5 or
                  Sections  3.5 or  3.6  hereof  in  respect  of the  *Sugarloaf
                  Project shall be deposited into the Cash Collateral Account if
                  other  Obligations are then still  outstanding;  if such other
                  Obligations  shall  at such  time be equal  to $0,  such  cash
                  payments, cash downpayments and other proceeds may be retained
                  by GSRP.

                           (v) Subject to the appropriate application of Section
                  8.2(c)  hereof,  the payments  under this Section 2.5 or under
                  Sections 3.5 and 3.6 hereof  (received  by the  Administrative
                  Agent in good,  collected  funds in legal tender of the United
                  States of America) in respect of the  Beneficial  Improvements
                  Agreement in respect of the Jordan Bowl  Project,  the sale of
                  Jordan Bowl  Quartershare  Interests,  the sale of Jordan Bowl
                  Commercial  Units  and  any  other  payments  received  by the
                  Administrative Agent that are directly derived from the Jordan
                  Bowl  Project  shall be applied as follows to the Jordan  Bowl
                  Obligations:

                                    first,  towards the fees, costs and expenses
                           required to be paid under this Agreement,  including,
                           without  limitation,  any Loan  Costs  and all  other
                           fees, costs and expenses set forth in Section 11.2 of
                           this Agreement,  in each case, as the same constitute
                           or  may  have   arisen  in  respect  of  Jordan  Bowl
                           Obligations;

                                    second,   towards  the  accrued  and  unpaid
                           interest on the Jordan Bowl Loan at the Interest Rate
                           or Default  Rate for and in respect of each  complete
                           calendar month immediately preceding such payment;

                                        third,   towards  the   then-outstanding
                              principal amount of the Jordan Bowl Loan,

                                        fourth,  towards  any  remaining  Jordan
                              Bowl Obligations,

                                    fifth,  upon  the  payment  in  full  of all
                           Jordan  Bowl   Obligations,   any  remaining  amounts
                           consisting  of Release  Prices in respect of sales of
                           Jordan Bowl Quartershare Interests and/or Jordan Bowl
                           Commercial  Units or  scheduled  payments  under  the
                           Beneficial Improvements Agreement for the Jordan Bowl
                           Project   shall  be  applied   ratably  to  the  then
                           outstanding   Steamboat    Obligations,    *Sugarloaf
                           Obligations,    *Sugarbush    Obligations,    Canyons
                           Obligations,    Attitash   Obligations,    Killington
                           Obligations  and Mt. Snow  Obligations  (after giving
                           effect to the latest  application to such Obligations
                           of  the  cash  flows  referred  to  in  this  Section
                           2.5(d)), and

                                        sixth,  any  remaining  amounts shall be
                              deposited into the Cash Collateral Account.

                           (vi)  Subject  to  the  appropriate   application  of
                  Section 8.2(c) hereof,  the payments under this Section 2.5 or
                  under   Sections   3.5  and  3.6  hereof   (received   by  the
                  Administrative  Agent in good, collected funds in legal tender
                  of the  United  States of  America)  in respect of the sale of
                  Attitash   Quartershare   Interests,   the  sale  of  Attitash
                  Commercial  Units  and  any  other  payments  received  by the
                  Administrative  Agent  that  are  directly  derived  from  the
                  Attitash  Project  shall be applied as follows to the Attitash
                  Obligations:

                                    first,  towards the fees, costs and expenses
                           required to be paid under this Agreement,  including,
                           without  limitation,  any Loan  Costs  and all  other
                           fees, costs and expenses set forth in Section 11.2 of
                           this Agreement,  in each case, as the same constitute
                           or  may  have   arisen   in   respect   of   Attitash
                           Obligations;

                                    second,   towards  the  accrued  and  unpaid
                           interest on the Attitash Loan at the Interest Rate or
                           Default  Rate  for and in  respect  of each  complete
                           calendar month immediately preceding such payment;

                                        third,   towards  the   then-outstanding
                              principal amount of the Attitash Loan,

                                        fourth,  towards any remaining  Attitash
                              Obligations,

                                    fifth,  upon  the  payment  in  full  of all
                           Attitash    Obligations,    any   remaining   amounts
                           consisting  of Release  Prices in respect of sales of
                           Attitash   Quartershare   Interests  and/or  Attitash
                           Commercial  Units or  scheduled  payments  under  the
                           Beneficial  Improvements  Agreement  for the Attitash
                           Project   shall  be  applied   ratably  to  the  then
                           outstanding   Steamboat    Obligations,    *Sugarloaf
                           Obligations,    *Sugarbush    Obligations,    Canyons
                           Obligations,  Jordan  Bowl  Obligations,   Killington
                           Obligations  and Mt. Snow  Obligations  (after giving
                           effect to the latest  application to such Obligations
                           of  the  cash  flows  referred  to  in  this  Section
                           2.5(d)), and

                                        sixth,  any  remaining  amounts shall be
                              deposited into the Cash Collateral Account.

                           (vii)  Subject  to  the  appropriate  application  of
                  Section 8.2(c) hereof,  the payments under this Section 2.5 or
                  under   Sections   3.5  and  3.6  hereof   (received   by  the
                  Administrative  Agent in good, collected funds in legal tender
                  of the United States of America) in respect of the  Beneficial
                  Improvements  Agreement in respect of the Killington  Project,
                  the sale of  Killington  Quartershare  Interests,  the sale of
                  Killington Commercial Units and any other payments received by
                  the  Administrative  Agent that are directly  derived from the
                  Killington   Project  shall  be  applied  as  follows  to  the
                  Killington Obligations:

                                    first,  towards the fees, costs and expenses
                           required to be paid under this Agreement,  including,
                           without  limitation,  any Loan  Costs  and all  other
                           fees, costs and expenses set forth in Section 11.2 of
                           this Agreement,  in each case, as the same constitute
                           or  may  have   arisen  in  respect   of   Killington
                           Obligations;

                                    second,   towards  the  accrued  and  unpaid
                           interest on the Killington  Loan at the Interest Rate
                           or Default  Rate for and in respect of each  complete
                           calendar month immediately preceding such payment;

                                        third,   towards  the   then-outstanding
                              principal amount of the Killington Loan,

                                        fourth, towards any remaining Killington
                              Obligations,

                                    fifth,  upon  the  payment  in  full  of all
                           Killington   Obligations,   any   remaining   amounts
                           consisting  of Release  Prices in respect of sales of
                           Killington  Quartershare  Interests and/or Killington
                           Commercial  Units or  scheduled  payments  under  the
                           Beneficial  Improvements Agreement for the Killington
                           Project   shall  be  applied   ratably  to  the  then
                           outstanding   Steamboat    Obligations,    *Sugarloaf
                           Obligations,    *Sugarbush    Obligations,    Canyons
                           Obligations,   Attitash   Obligations,   Jordan  Bowl
                           Obligations  and Mt. Snow  Obligations  (after giving
                           effect to the latest  application to such Obligations
                           of  the  cash  flows  referred  to  in  this  Section
                           2.5(d)), and

                                        sixth,  any  remaining  amounts shall be
                              deposited into the Cash Collateral Account.

                           (viii)  Subject  to the  appropriate  application  of
                  Section 8.2(c) hereof,  the payments under this Section 2.5 or
                  under   Sections   3.5  and  3.6  hereof   (received   by  the
                  Administrative  Agent in good, collected funds in legal tender
                  of the United States of America) in respect of the  Beneficial
                  Improvements Agreement in respect of the Mt. Snow Project, the
                  sale of Mt. Snow Quartershare Interests,  the sale of Mt. Snow
                  Commercial  Units  and  any  other  payments  received  by the
                  Administrative  Agent that are  directly  derived from the Mt.
                  Snow  Project  shall be applied  as  follows  to the Mt.  Snow
                  Obligations:

                                        first,   towards  the  fees,  costs  and
                              expenses required to be paid under this Agreement,
                              including,  without limitation, any Loan Costs and
                              all other fees,  costs and  expenses  set forth in
                              Section 11.2 of this  Agreement,  in each case, as
                              the same  constitute or may have arisen in respect
                              of Mt. Snow Obligations;

                                        second,  towards  the accrued and unpaid
                              interest on the Mt. Snow Loan at the Interest Rate
                              or  Default  Rate  for  and  in  respect  of  each
                              complete calendar month immediately preceding such
                              payment;

                                        third,   towards  the   then-outstanding
                              principal amount of the Mt. Snow Loan,

                                        fourth,  towards any  remaining Mt. Snow
                              Obligations,

                                    fifth,  upon the  payment in full of all Mt.
                           Snow Obligations, any remaining amounts consisting of
                           Release  Prices  in  respect  of  sales  of Mt.  Snow
                           Quartershare  Interests  and/or Mt.  Snow  Commercial
                           Units or  scheduled  payments  under  the  Beneficial
                           Improvements Agreement for the Mt. Snow Project shall
                           be applied ratably to the then outstanding  Steamboat
                           Obligations,   *Sugarloaf   Obligations,   *Sugarbush
                           Obligations,     Canyons    Obligations,     Attitash
                           Obligations,  Killington  Obligations and Jordan Bowl
                           Obligations   (after  giving  effect  to  the  latest
                           application  to such  Obligations  of the cash  flows
                           referred to in this Section 2.5(d)), and

                                        sixth,  any  remaining  amounts shall be
                              deposited into the Cash Collateral Account.

                           (ix)  Subject  to  the  appropriate   application  of
                  Section 8.2(c) hereof, each test date excess payment delivered
                  to the  Administrative  Agent pursuant to Section  2.5(c)(iii)
                  shall  be  applied  ratably  to each of the  then  outstanding
                  Inventory  Advances (other than Inventory  Advances in respect
                  of the 1997  Projects)  and any amounts  remaining  thereafter
                  shall  then  be  applied  ratably  to  any  then   outstanding
                  Obligations  in  respect  of the  Loan;  if there  shall be no
                  outstanding  Obligations,   any  remaining  amounts  shall  be
                  deposited into the Cash Collateral Account;

                           (x) Subject to the appropriate application of Section
                  8.2(c) hereof, each Borrowing Base prepayment delivered to the
                  Administrative  Agent pursuant to Section  2.5(c)(i)  shall be
                  applied ratably to each of the then  outstanding  Advances and
                  any amounts remaining thereafter shall then be applied ratably
                  to any then outstanding Obligations in respect of the Loan; if
                  there  shall  be no  outstanding  Obligations,  any  remaining
                  amounts shall be deposited into the Cash Collateral Account;

                           (xi)     Intentionally Omitted;

                           (xii)  Subject  to  the  appropriate  application  of
                  Section   8.2(c)   hereof   and  to  the   appropriate   prior
                  applications  set forth in this Section 2.5,  whichever  shall
                  then be in effect,  any moneys received by the  Administrative
                  Agent in respect of the Collateral shall be deposited into the
                  Cash Collateral Account; and

                           (xiii) If each of the Steamboat  Loan,  Canyons Loan,
                  *Sugarbush  Loan,  *Sugarloaf  Loan, the Jordan Bowl Loan, the
                  Attitash Loan, the Killington Loan and the Mt. Snow Loan shall
                  have either been paid in full or accelerated, then any balance
                  of moneys  (in good,  collected  funds)  that may from time to
                  time exist in the Cash Collateral Account shall be paid by the
                  Administrative Agent to the Lenders as provided for in Section
                  8.2(c)  hereof.  Subject to Section  8.2(c)  hereof,  upon the
                  payment  in  full  of  all  Steamboat   Obligations,   Canyons
                  Obligations,  *Sugarbush Obligations,  *Sugarloaf Obligations,
                  Jordan  Bowl  Obligations,  Attitash  Obligations,  Killington
                  Obligations  and Mt. Snow  Obligations,  the balance of moneys
                  (in good, collected funds) that may from time to time exist in
                  the   Cash   Collateral   Account   shall   be   paid  by  the
                  Administrative  Agent to the "buyer"  under the Note  Purchase
                  Agreement  to the  extent  that GSRP  then  owes any  payments
                  thereunder. Subject to Section 8.2(c) hereof, upon the payment
                  in full of all Obligations (including, without limitation, all
                  obligations  of GSRP under the Note Purchase  Agreement),  any
                  moneys   remaining  in  the  Cash  Collateral  Fund  shall  be
                  delivered to GSRP.

                  (e)      No Voluntary Prepayments.

                           (i) GSRP  shall  not have  the  right to  voluntarily
                  prepay the Canyons Loan,  the Steamboat  Loan,  the *Sugarloaf
                  Loan and/or the  *Sugarbush  Loan prior to the first  Business
                  Day  of  the  12th  month  following  the  Closing  Date  (not
                  counting,  for purposes of  determining  such 12th month,  the
                  month in which the Closing Date occurs) except, as provided in
                  this Section 2.5, in connection with the sales of Quartershare
                  Interests,  and/or  Commercial Units in any one or more of the
                  Jordan Bowl  Project,  the Attitash  Project,  the  Killington
                  Project  and the Mt.  Snow  Project  made  in the  normal  and
                  ordinary course of GSRP's business on an arm's-length basis to
                  Persons that are not  Affiliates or, with the prior consent of
                  the  Administrative  Agent,  to an  Affiliate,  and  except as
                  otherwise  set forth in this Section 2.5 or in Sections 3.5 or
                  3.6  hereof.  GSRP  shall  not have the  right to  voluntarily
                  prepay the Jordan Bowl Loan, the Attitash Loan, the Killington
                  Loan and/or the Mt. Snow Loan except,  as provided  under this
                  Section  2.5,  in  connection  with the sales of  Quartershare
                  Interests  and/or  Commercial  Units in any one or more of the
                  Jordan Bowl  Project,  the Attitash  Project,  the  Killington
                  Project,  the Mt. Snow  Project,  the Steamboat  Project,  the
                  Canyons  Project,  the  *Sugarbush  Project and the *Sugarloaf
                  Project  made in the  normal  and  ordinary  course  of GSRP's
                  business  on an  arm's-length  basis to  Persons  that are not
                  Affiliates  or, with the prior  consent of the  Administrative
                  Agent,  to an Affiliate,  and except as otherwise set forth in
                  this Section 2.5 or in Sections 3.5 or 3.6 hereof.

                           (ii)  GSRP  shall  have  the  right at any time on or
                  after the first  Business Day of the 12th month  following the
                  Closing Date (not counting,  for purposes of determining  such
                  12th month, the month in which the Closing Date occurs),  upon
                  30 days' prior  written  notice to the  Lender,  to prepay the
                  Canyons Loan, the Steamboat  Loan, the *Sugarloaf  Loan and/or
                  the *Sugarbush Loan, in whole or in part, together with

                                    (A) the  Prepayment  Premium,  determined at
                           the time of the making of such  prepayment in respect
                           of the principal amount of such Loans being prepaid,

                                    (B) all accrued and unpaid  interest  due on
                           the  portion  of such Loans  being  prepaid as at the
                           time of the making of such prepayment, and

                                    (C)  all  other   amounts  due  and  payable
                           hereunder  in  respect  of the  portion of such Loans
                           being prepaid,  determined at the time of making such
                           prepayment;

                  provided,  however,  no Prepayment Premium shall be payable if
                  the cash for such prepayment  shall be sourced through Release
                  Prices or  internally  generated  excess  operating  cash flow
                  (e.g.,  cash flow in excess of  Release  Prices in  respect of
                  sales in the  ordinary  course of  Quartershare  Interests  or
                  Commercial  Units  at  the  Canyons  Project,   the  Steamboat
                  Project,  the *Sugarbush Project,  the *Sugarloaf Project, the
                  Jordan Bowl  Project,  the Attitash  Project,  the  Killington
                  Project  and/or the Mt. Snow  Project);  for the  avoidance of
                  doubt,  any  prepayment of the  aforesaid  Loans whose funding
                  shall be sourced,  in whole or part,  from any  refinancing of
                  such Loans  (other than through the  Administrative  Agent) or
                  from  equity  contributions  to GSRP  shall be  subject to the
                  payment of the Prepayment Premium. For the avoidance of doubt,
                  any  prepayment of the aforesaid  Loans under this clause (ii)
                  shall be allocated among all of the then outstanding  Advances
                  in respect of such Loans in  accordance  with the  outstanding
                  principal   amounts   thereof  (and  interest  and  Prepayment
                  Premiums in respect  thereof  shall  likewise be so allocated)
                  and paid to the Lenders  holding such Advances for application
                  to the principal amount thereof,  interest accrued thereon and
                  Prepayment Premium in respect thereof.

                           (iii)  Anything  contained  in this clause (e) to the
                  contrary  notwithstanding,  if any Lender shall fail to extend
                  on or  after  the  Closing  Date  its Pro  Rata  Share  of any
                  Commitment  applicable  to it and with  respect  to which  all
                  conditions  precedent  have been  satisfied and for which GSRP
                  shall have not failed to perform any undertaking or Obligation
                  required of it hereunder  and if the  Administrative  Agent or
                  any other  Lender  shall not have  performed  in the place and
                  stead of such defaulting Lender (after obtaining knowledge of,
                  or being given notice by GSRP of, such  defaulting  Lender and
                  also being granted a reasonable  period of time to so perform)
                  and if such  failure  to  perform  by such  defaulting  Lender
                  shall, in the reasonable judgment of GSRP, create a Default or
                  Event of Default  hereunder or have a material  adverse effect
                  on the completion or operation of one or more of the Projects,
                  then GSRP shall have the right,  to give prompt written notice
                  of the same to the  Administrative  Agent  and  within 90 days
                  after the giving of such  notice,  to prepay,  in its entirety
                  and at par (without any Prepayment Premium or other penalty or
                  premium), the Loan and all other Loan Obligations with respect
                  thereto.  Upon the  giving  of any  such  notice,  no  further
                  Advances  shall  be made  hereunder  and the Loan and all Loan
                  Obligations,  subject  to  earlier  acceleration  pursuant  to
                  Section 8.2  hereof,  shall  become due and  payable  upon the
                  earlier of the date of prepayment  elected by GSRP or the 90th
                  day following the receipt by the  Administrative  Agent of the
                  aforesaid  notice.  This  subclause  (iii)  shall  have  equal
                  application  to any  instance  in which  GSRP must  return any
                  Advance  made by the  Administrative  Agent  in  respect  of a
                  defaulting Lender pursuant to Section 2.3(a)(iii) hereof or to
                  any other Lender that may have only  temporarily  performed in
                  the place and stead of a defaulting Lender.

                  (f) Nonordinary  Course Sales.  GSRP  acknowledges  and agrees
         that if any of the Quartershare  Interests  and/or  Commercial Units in
         any of the  Projects  are sold by GSRP in other  than in the normal and
         ordinary  course  of  GSRP's  business,  or by  GSRP on  other  than an
         arm's-length  basis,  or to Persons  that are  Affiliates  (unless  the
         Administrative Agent shall have consented thereto), then GSRP shall not
         have the right to prepay all or any part of the Loan with the  proceeds
         therefrom.  In such event,  GSRP's  obligation to make the payments set
         forth in Section 2.5 hereof in respect of such sales shall be mandatory
         but the  Administrative  Agent shall retain such payments as additional
         Collateral  hereunder  on behalf of the Lenders  and shall  deposit the
         same in the Cash Collateral Account.



<PAGE>





          2.6 PARTICIPATING LENDER

         2.6      Participating Lender.

                  (a) Participations.  Each of the Lenders shall have the right,
         without  prior notice to GSRP or the approval of GSRP, to designate one
         or more  Participating  Lenders  and to  grant  to  such  Participating
         Lenders participations in such Lender's Pro Rata Share of the Steamboat
         Loan, the Canyons Loan, the *Sugarbush  Loan, the *Sugarloaf  Loan, the
         Jordan Bowl Loan, the Attitash Loan, the Killington Loan and/or the Mt.
         Snow Loan, as the case may be, on terms and conditions  satisfactory to
         such  Lender.  In the event  that  such  Lender  so  designates  such a
         Participating   Lender  and   grants   such   Participating   Lender  a
         participation  in its Pro  Rata  Share  of such  Loan  or  Loans,  such
         Participating  Lender shall  communicate and deal only with such Lender
         in  respect to such  Participating  Lender's  interest  in such Loan or
         Loans and neither GSRP nor the Administrative  Agent shall be obligated
         to  communicate  or  deal  with  such  Participating  Lender.  Anything
         contained in this Section 2.6(a) notwithstanding,  GSRP and each Lender
         hereby  acknowledge and agree that, solely for purposes of Section 11.7
         and Section 11.8 hereof,  (i) any participation held by a Participating
         Lender  will  give  rise  to  a  direct  obligation  of  GSRP  to  such
         Participating  Lender  and  (ii)  such  Participating  Lender  shall be
         considered to be a "Lender" hereunder. Nothing in this clause (a) shall
         relieve any Lender from its obligations  hereunder to make Advances and
         to honor its designated share of any of the Commitments.

                  (b)  Assignments.  Each  Lender  shall have the right,  at any
         time, to sell,  assign or transfer to any Eligible  Assignee all or any
         part of its Commitment or its Pro Rata Share of the Steamboat Loan, the
         Canyons Loan, the *Sugarbush Loan, the *Sugarloaf Loan, the Jordan Bowl
         Loan, the Attitash Loan, the Killington  Loan and/or the Mt. Snow Loan,
         as the case may be, provided that

                           (i) GSRP and Administrative Agent shall have right to
                  approve any such Eligible  Assignee,  which approval shall not
                  be unreasonably withheld,

                           (ii) no such  sale,  assignment  or  transfer  shall,
                  without the prior  written  consent of GSRP,  require  GSRP to
                  file a registration statement with the Securities and Exchange
                  Commission  or apply  to  qualify  such  sale,  assignment  or
                  transfer under the securities laws of any state, and

                           (iii) no such sale,  assignment or transfer  shall be
                  effective unless and until an assignment  agreement  effecting
                  such  sale,  assignment  or  transfer,  in form and  substance
                  reasonably  satisfactory to the  Administrative  Agent,  shall
                  have been accepted by the Administrative Agent, and

                           (iv) no such sale,  assignment  or transfer  shall be
                  effected in an amount of less than $1,000,000.

         To  the  extent  of  any  such   assignment  in  accordance   with  the
         requirements  of this Section  2.6(b),  the  assigning  Lender shall be
         relieved of its obligations  with respect to its respective  Commitment
         and the portion of such Loan or Loans so assigned that  corresponds  to
         such Commitment.  Upon such execution,  deliver and acceptance from and
         after  the  effective  date  specified  in  the  aforesaid   assignment
         agreement,  (A) the assignee thereunder shall be a party hereto and, to
         the extent that rights and obligations  hereunder have been assigned to
         it pursuant  to such  assignment  agreement,  shall have the rights and
         obligations of a Lender  hereunder  that  corresponds to the portion of
         the Loan so assigned and (B) the assigning Lender  thereunder shall, to
         the extent that rights and obligations  hereunder have been assigned by
         it pursuant to such assignment agreement,  relinquish its rights and be
         released from its obligations under this Agreement to the extent of the
         portion of such Loan or Loans so assigned. The appropriate  Commitments
         hereunder  shall be modified to reflect the  acceptance of the assigned
         portion of the  appropriate  Commitment by such assignee and to reflect
         any remaining  Commitment of such assigning Lender not so assigned and,
         if  any  such  assignment  occurs  after  the  issuance  of  the  Notes
         hereunder,  the assigning Lender shall,  upon the effectiveness of such
         assignment or as promptly thereafter as practicable, surrender its Note
         to GSRP for  cancellation,  and  thereupon new Notes shall be issued by
         GSRP to the assignee and to the assigning Lender,  substantially in the
         form of Exhibits E-1,  E-2,  E-3,  E-4, E-5, E-6, E-7, E-8, E-9,  E-10,
         E-11 or E-12,  as the case may be,  attached  hereto  with  appropriate
         insertions,  to reflect the new appropriate Commitments of the assignee
         and the assigning Lender.  Except as otherwise provided in this Section
         2.6(b) and in Section  2.3(a)(i)  hereof,  no Lender shall,  as between
         GSRP and such Lender,  be relieved of any of its obligations  hereunder
         as a result of any sale,  assignment  or transfer of all or any part of
         its Commitment or its Pro Rata Share of the Loan.

                  (c) Additional Lenders. Textron Financial Corporation,  in its
         individual  capacity,  shall  have the  right,  at any  time,  to bring
         additional  "Lenders" into the Agreement and to cause such "Lenders" to
         become obligated in respect of one or more Commitments, provided that

                           (i)  GSRP  shall  have  right  to  approve  any  such
                  additional  "Lender," which approval shall not be unreasonably
                  withheld,

                           (ii) the addition of such "Lender" shall not, without
                  the prior  written  consent  of GSRP,  require  GSRP to file a
                  registration   statement  with  the  Securities  and  Exchange
                  Commission  or apply to qualify under the  securities  laws of
                  any state, and

                           (iii) the addition of such "Lender"  shall not become
                  effective  unless and until each of the  following  shall have
                  been  done  (upon  the  satisfaction  of the  following,  such
                  additional  "Lender"  shall be a party hereto and,  shall have
                  the rights and obligations of a "Lender"  hereunder in respect
                  of the Commitment or Commitments designated by such additional
                  "Lender"):

                                    (A)  such  additional  "Lender"  shall  have
                           executed   an   accession   agreement   (in  a   form
                           satisfactory to the Administrative Agent) pursuant to
                           which it  becomes  bound  to  perform  as a  "Lender"
                           hereunder  and shall have  delivered an executed copy
                           of the same to GSRP and the Administrative Agent;

                                    (B) the  appropriate  Commitments  hereunder
                           shall be modified  by the  Administrative  Agent,  if
                           necessary,  to reflect such "additional"  Lender, and
                           the  Administrative  Agent  shall  inform each of the
                           affected   Lenders  in  respect   thereof   (no  such
                           modifications shall increase or decrease any existing
                           individual Commitments hereunder);

                                    (C) GSRP shall  execute  and deliver to such
                           "additional"  Lender Notes  substantially in the form
                           of Exhibits  E-1,  E-2, E-3, E-4, E-5, E-6, E-7, E-8,
                           E-9, E-10, E-11 or E-12, as the case may be, attached
                           hereto,  with appropriate  insertions to reflect such
                           "additional"  Lender and its designated shares of any
                           Commitment or Commitments;

                                    (D) a  date-down  endorsement  for the Title
                           Insurance Policy {Blanket} in respect of each Project
                           shall  be  delivered  by GSRP  to the  Administrative
                           Agent  and  shall  show  that no  Liens in and to the
                           Projects other than Permitted Exceptions to which all
                           Lenders are subject; and

                                    (E)  notice  of  such  "addditional"  Lender
                           shall have been sent by the  Administrative  Agent to
                           the other Lenders.

                           For the avoidance of doubt,  any "additional  Lender"
                           added to the LSA in accordance with the  requirements
                           of this  clause  shall not require the consent of any
                           other   Lender.    Other   than   Textron   Financial
                           Corporation,  no  Lender  shall  have  the  right  to
                           propose the addition hereto of any other  "additional
                           Lenders."

                  (d) Information.  Each Lender and the Administrative Agent may
         furnish any  information  concerning  GSRP,  any of the  Projects,  the
         Collateral and the Security  Documents in the possession of such Person
         from  time to  time to  assignees,  Participating  Lenders  (including,
         without  limitation,   prospective   assignees  and  participants)  and
         "additional"  Lenders  (including,   without  limitation,   prospective
         "additional"   Lenders),   subject   to  the  prior   execution   of  a
         confidentiality agreement by any such assignee, Participating Lender or
         any such prospective  assignee or prospective  Participating  Lender or
         "additional" Lender or any such prospective "additional" Lender in form
         and  substance  substantially  similar  to the form of  confidentiality
         agreement executed by such Lender or the Administrative Agent, provided
         that no such confidentiality agreement shall be required to be executed
         in  connection  with  any  such  assignee,   Participating   Lender  or
         "additional"  Lender  that is an  affiliate  of such  Lender and would,
         pursuant to the terms of the confidentiality agreement executed by such
         Lender, be covered by such confidentiality agreement.



<PAGE>





          2.7 COMMITMENT FEE 

         2.7      Commitment Fee.

         GSRP agrees to pay to Textron Financial Corporation,  in its individual
capacity  and  not  as the  Administrative  Agent,  a  total  commitment  fee of
$1,450,000  in  connection  with the Loan.  The  foregoing  fee shall be due and
payable to Textron Financial Corporation,  in its individual capacity and not as
the  Administrative  Agent,  as  follows:  (a) on the  Closing  Date,  1% of the
aggregate  amount of  Commitments  of all Lenders then in effect and (b) on each
date  after the  Closing  Date on which an  additional  Commitment  is  extended
hereunder  by a  Lender,  1% of the  amount  of such  additional  Commitment  so
extended.  Subject to clause (i) below,  to the extent that GSRP shall have paid
the aforesaid fee or fees to Textron  Financial  Corporation  (in its individual
capacity and not as the Administrative  Agent), as required  hereunder,  and any
Construction Project Advance Lender fails to extend on or after the Closing Date
its Pro Rata Share of any Construction Project Advance with respect to which all
conditions  precedent  have been  satisfied  and for which  GSRP  shall have not
failed to perform any  undertaking  or  Obligation  required of it hereunder and
Textron  Financial  Corporation  shall not have,  within 30 days of such funding
failure,  either itself made, or procured another Lender or lender to make, such
failed funding,  Textron Financial  Corporation,  in its individual capacity and
not as the  Administrative  Agent,  shall, upon receipt of a written demand from
GSRP,  pay to GSRP 1% of the  Commitment  of such failing  Construction  Project
Advance Lender not then being honored less any unreimbursed  Loan Costs incurred
by Textron  Financial  Corporation,  in its  individual  capacity and not as the
Administrative Agent. Anything contained herein to the contrary notwithstanding,

                  (i) the full  commitment fee of $1,450,000  shall be deemed to
         have been  irrevocably  earned  after its  payment  in full if  Textron
         Finance  Corporation,  as a Construction  Project  Advance  Lender,  is
         willing to advance its Pro Rata Share of a Construction Project Advance
         at such time and GSRP is either  unwilling to accept such  Construction
         Project  Advance at such time or has failed to  satisfy  the  requisite
         conditions  precedent  set forth in Section 6 hereof with  respect to a
         Construction Project Advance that could have been made at such time and

                  (b) if GSRP shall,  in good faith and after  diligent  effort,
         have  failed  prior  to  December  31,  1999 to  obtain  the  necessary
         licenses, permits, franchises or other governmental authorizations from
         the State of  Colorado  in respect of the  Steamboat  Project  that are
         necessary to the ownership and development of such Construction Project
         and the offering and sale of Quartershare  Interests therein,  then (i)
         the portion of the aforesaid  commitment fee actually paid to such date
         and otherwise  attributable to the Steamboat Project shall be paid back
         to GSRP by Textron Financial  Corporation,  in its individual  capacity
         and not as the  Administrative  Agent,  (ii) if no such commitment fees
         shall have been paid, any  commitment fee otherwise  payable in respect
         of the Steamboat  Project  shall be eliminated  and (iii) the Steamboat
         Project's  "Project  Borrowing  Base"  shall be  eliminated  from  this
         Agreement and the  $145,000,000  figure set forth in the  definition of
         "Aggregate  Construction  Project Borrowing Base" and as used elsewhere
         in this  Agreement  shall be reduced by the  maximum  amount  stated in
         clause (i) in the Steamboat Project's  definition of "Project Borrowing
         Base."

         No Lender  other  than  Textron  Financial  Corporation  shall have any
rights under this Section 2.7 (unless Textron  Financial  Corporation shall have
otherwise agreed in writing).



<PAGE>





          2.8 RIGHT OF FIRST REFUSAL 

         2.8      Right of First Refusal.

         If, at any time during the Commitment  Period or at any time thereafter
when  any  Obligation  shall  be  outstanding  hereunder  or the  Note  Purchase
Agreement shall still be in effect,  GSRP or any Affiliate shall have obtained a
bona fide third-party offer (the  "Third-Party  Offer") for the financing of any
Subsequent  Phase,  GSRP shall, in writing,  promptly  inform Textron  Financial
Corporation (such writing to Textron Financial Corporation is referred to herein
as the "TFC First Refusal  Offer") of such  Third-Party  Offer and the terms and
conditions  of  such  Third-Party  Offer  (and  shall  attach  a  copy  of  such
Third-Party  Offer to such TFC  First  Refusal  Offer)  and,  in such TFC  First
Refusal Offer,  shall offer,  or shall cause its Affiliate to offer,  to Textron
Financial  Corporation  a right of first  refusal in respect of such  financing.
Such right of first refusal shall grant Textron Financial  Corporation the right
to, within 20 Business  Days after the receipt of such TFC First Refusal  Offer,
deliver a writing to GSRP or such Affiliate (the "TFC Acceptance")  stating that
Textron  Financial  Corporation  agrees to extend such  financing on terms which
shall be the same or  better  than both (a) the terms of  financing  under  such
Third-Party  Offer (as such terms were  communicated  to the  Textron  Financial
Corporation  by GSRP) and (b) the terms of  financing  that would  have  applied
hereunder  if  such  financing  were  had  hereunder.  Upon  receipt  of the TFC
Acceptance by GSRP,  Textron Financial  Corporation and GSRP (or such Affiliate)
shall be deemed to have reached an agreement for such financing on the terms set
forth  in such  TFC  Acceptance  (subject  to the  satisfaction  of  appropriate
conditions in respect of due diligence,  documentation  and other  customary and
commercial  conditions  precedent).  If Textron Financial Corporation shall have
declined to exercise its right under such TFC First Refusal Offer, or shall have
failed to timely respond to such TFC First Refusal Offer or shall have offered a
counterproposal to GSRP (or such Affiliate) in respect of such TFC First Refusal
Offer,  GSRP (or such Affiliate) shall be free to close such  Third-Party  Offer
within  180  days  of the  date  of  such  TFC  First  Refusal  Offer  on  terms
substantially  similar to the terms thereof set forth in such Third-Party  Offer
(as  communicated  to the  Textron  Financial  Corporation).  If GSRP  (or  such
Affiliate)  shall have failed to so close such  financing  within said 180 days,
then a new  right  of  first  refusal  for  the  benefit  of  Textron  Financial
Corporation with respect to such financing shall immediately  arise. GSRP agrees
to  inform  any  Person  making  a  Third-Party   Offer  of  Textron   Financial
Corporation's rights under this Section 2.8 in respect thereof. This Section 2.8
shall  survive the final  payment of all of the  Obligations  and the  resulting
termination of this Agreement.

         With  respect to any  Third-Party  Offer that is paired with a take-out
facility with respect to the  quartershare  notes  expected to be generated from
the sale of quartershare  interests in such Subsequent Phase,  Textron Financial
Corporation  shall  only  have a right  to  issue a TFC  Acceptance  if  Textron
Financial  Corporation  pairs  such TFC  Acceptance  with an offer of a take-out
facility with respect to the  quartershare  notes  expected to be generated from
the sale of  quartershare  interests in such  Subsequent  Phase that is on terms
that are the same or better  than both (i) the  terms of the  take-out  facility
associated  with  such  Third-Party  Offer  and (ii) the  terms  under  the Note
Purchase  Agreement if then  maintained by Textron  Financial  Corporation,  TBS
Business Services, Inc. or another affiliate of Textron Financial Corporation.

         No Lender  other  than  Textron  Financial  Corporation  shall have any
rights under this Section 2.8.

3.       COLLATERAL



<PAGE>





          3.1 SECURITY 

         3.1      Security.

         For the  purpose  of  securing  the  prompt and  complete  payment  and
performance by GSRP of all of the  Obligations,  GSRP does  unconditionally  and
irrevocably hereby grant to the Administrative  Agent on behalf of the Lenders a
security interest in, and a Lien upon, the following  Property of GSRP,  whether
now owned or hereafter  acquired (such Property being herein  referred to as the
"Collateral"):

                  (a) (i) all of GSRP's  right,  title and  interest  in, to and
         under all  Contracts  (now or  hereafter  existing)  together  with all
         downpayments, deposits, accounts, accounts receivable, contract rights,
         general intangibles,  chattel paper and other receivables arising under
         or  in  connection  with  such  Contracts  or  otherwise  securing  the
         obligations  thereunder of the Purchasers in respect thereof,  together
         with all payments and other  proceeds  thereunder  (including,  without
         limitation,  all Quartershare  Notes and all  Quartershare  Mortgages),
         (ii) all of  GSRP's  right,  title  and  interest  in, to and under any
         purchase  contract for the  acquisition  of any  Commercial  Unit, as a
         condominium  unit,  (now  or  hereafter  existing)  together  with  all
         downpayments, deposits, accounts, accounts receivable, contract rights,
         general intangibles,  chattel paper and other receivables arising under
         or in connection with such purchase contracts or otherwise securing the
         obligations  thereunder of the purchasers in respect thereof,  together
         with all payments and other  proceeds  thereunder  (including,  without
         limitation,  all notes and mortgages  arising from the financing of the
         sales of such  Commercial  Units),  (iii) all GSRP's  rights to receive
         payments  from any escrow  agent or other  Person  performing a similar
         role in  connection  with  the  sale of any  Quartershare  Interest  or
         Commercial  Unit and (iv) all GSRP's rights to receive  payments  under
         the Note Purchase Agreement;

                  (b) all of GSRP's  right,  title and interest in, to and under
         (including, without limitation, all revenues, proceeds, rents and other
         benefits derived from) any franchises, permits, trade names, trademarks
         (and goodwill  associated  therewith),  approvals,  leasehold interests
         (whether as lessor or lessee or  sublessor  or  sublessee),  management
         contracts,   marketing  contracts,   maintenance   contracts,   utility
         contracts,  security contracts,  other servicing  contracts,  licensing
         contracts,  Project  Documents  or  other  similar  contracts  and  all
         guaranties of any of the foregoing,  including, without limitation, the
         contracts set forth on Schedule 8 to this  Agreement  (individually,  a
         "Property-Related  Contract" and,  collectively,  the "Property-Related
         Contracts"),  relating,  in  each  case,  to any of the  Projects,  the
         Quartershare   Interests,   the  Commercial  Units  and/or  the  Common
         Elements;

                  (c) all other accounts,  contract rights, general intangibles,
         documents,  instruments,  chattel paper and proceeds of GSRP related to
         the Property  described in clause (a) or clause (b) above, or otherwise
         connected  with,  or related  to, the  operation  and/or  construction,
         management  and  use  of  any  of  the  Projects,   including,  without
         limitation,  any of  GSRP's  right,  title and  interest  in and to the
         Approved Escrow  Accounts or any other trust account  maintained by any
         Escrow Agent (or any successor  escrow agent) for or on behalf of GSRP,
         and  including,  without  limitation,  all of GSRP's  right,  title and
         interest in, to and under each of Beneficial Improvement Agreements and
         each of the Host Company Lease Agreements;

                  (d) all  Books and  Records  and the Cash  Collateral  Account
         (together with all investments in respect thereof);

                  (e) all fixtures, inventory, fittings, machinery,  appliances,
         equipment,  apparatus,  furnishings,  and  personal  Property  of every
         nature found on or used in connection  with any of the Projects and any
         of the Common Elements;

                  (f) all of  GSRP's  right,  title  and  interest  of  whatever
         character  (whether  as  owner,  vendor,  mortgagee,   chattel  lessee,
         Declarant,   Quartershare  Interest  owner,   Residential  Unit  owner,
         Commercial  Unit owner or otherwise,  whether  vested or contingent and
         whether now owned or  hereafter  acquired) in and to (i) any and all of
         the Projects, including, without limitation, all Quartershare Interests
         (now existing or hereafter  created)  relating thereto (whether sold or
         unsold),  (ii) the Declarations  (including,  without  limitation,  its
         development rights under applicable law), (iii) all building materials,
         supplies and other Property now or hereafter  stored at or delivered to
         any of the Projects or any other location for installation in or on any
         of the  Projects,  (iv) any and all  plans,  specifications,  drawings,
         books, records,  marketing materials and similar items now or hereafter
         relating to any of the Projects  the  operation  and use  thereof,  any
         rights of GSRP  thereto or any  interest  therein  (including,  without
         limitation,  the Plans for each of the Projects),  (v) the Construction
         Contract  for each of the Projects and the  architect  and  engineering
         contracts entered into or to be entered into by GSRP in connection with
         the  construction  and development of each of the Projects and (vi) any
         payment,  performance  or other surety bonds obtained by any contractor
         or subcontractor in connection with the development and construction of
         each of the Projects;

                  (g) all of  GSRP's  right,  title  and  interest  of  whatever
         character (whether as owner,  chattel lessee,  Declarant,  Quartershare
         Interest  owner,  Residential  Unit  owner,  Commercial  Unit  owner or
         otherwise,  whether  vested  or  contingent  and  whether  now owned or
         hereafter  acquired)  in and to any  and  all  judgments,  settlements,
         claims, awards, insurance proceeds and other proceeds and compensation,
         and  any  interest  thereon  (collectively,   "Compensation"),  now  or
         hereafter made or payable in connection  with (i) any casualty or other
         damage to all or any part of any of the Projects, (ii) any condemnation
         proceedings  affecting  all or any part of any of the  Projects  or any
         rights thereto or any interest  therein,  (iii) any damage to or taking
         of all or any part of any of the Projects, or any rights thereto or any
         interest therein arising from or otherwise  relating to any exercise of
         the power of eminent domain (including, without limitation, any and all
         Compensation  for change of grade of streets or any other  injury to or
         decrease in the value of any of the  Projects),  or any  conveyance  in
         lieu of or under threat of any such  taking,  (iv) any and all proceeds
         of any sale,  assignment or other disposition of all or any part of any
         of the Projects or any rights thereto or any interest therein,  (v) any
         and  all  proceeds  of  any  other  conversion  (whether  voluntary  or
         involuntary)  of all or any part of any of the  Projects  or any rights
         thereto or any interest therein or to cash or any liquidated claim, and
         (vi)  any  and all  refunds  and  rebates  of or  with  respect  to any
         Insurance  Premium,  any  Imposition  or any other charge for utilities
         relating to all or any part of any of the Projects (including,  without
         limitation,  any and all refunds and rebates of or with  respect to any
         deposit  or  prepayment   relating  to  any  such  Insurance   Premium,
         Imposition or charge), and any and all interest thereon, whether now or
         hereafter payable or accruing; and

          (h) all other "Mortgaged Property," under and as defined in any of the
Blanket  Mortgages,  whether such Collateral  shall be presently in existence or
whether it shall be acquired or created by GSRP at any time hereafter,  wherever
located,  together with the products and proceeds thereof and any  replacements,
additions and/or accessions thereto and substitutions thereof and after-acquired
Property.

         GSRP  shall use its best  efforts to the extent  legally  available  to
cause each Association for each Project to grant to the  Administrative  Agent a
Lien  and  security  interest  in any all of its  respective  right,  title  and
interest  in,  to  and  under  (including,  without  limitation,  all  revenues,
proceeds,  rents and other  benefits  derived  from) any  management  contracts,
marketing  contracts,   maintenance  contracts,   utility  contracts,   security
contracts, other servicing contracts,  licensing contracts, Project Documents or
other  similar  contracts and all  guaranties  of any of the foregoing  that may
affect such Project.



<PAGE>





          3.2 UNDERTAKINGS REGARDING COLLATERAL 

         3.2      Undertakings Regarding Collateral.

                  (a)  Maintenance  of  Perfection.  Neither the  Administrative
         Agent nor the Lenders shall be required to take any steps to perfect or
         maintain the perfection of its security  interest in the Collateral and
         no loss of, or damage to, the Collateral shall release GSRP from any of
         the Obligations.

                  (b) Collections on all Contracts.  Administrative  Agent shall
         have a security interest in, and may collect payments under, all of the
         Contracts  of GSRP and all of the  contracts  of purchase in respect of
         the Commercial Units.

                  (c) No Assumption of  Obligations.  The execution and delivery
         of  this  Agreement,  and  the  granting  of  the  Liens  in and to the
         Collateral,  shall not subject the Administrative  Agent or the Lenders
         to, or transfer or pass to the Administrative Agent or any Lender or in
         any way affect or modify, the liability of GSRP under any or all of the
         Contracts,  any  of  the  contracts  of  purchase  in  respect  of  the
         Commercial Units, the Property-Related  Contracts or in connection with
         any of the Projects, the Declarations, the Articles of Incorporation or
         By-Laws for the Associations or the other Project  Documents,  it being
         understood  and agreed that  notwithstanding  this  Agreement,  and the
         granting of the Liens in and to the Collateral,  all of the obligations
         of  GSRP  (whether  as  owner,  chattel  lessee,   vendor,   mortgagee,
         Declarant,   Residential  Unit  owner,   Quartershare  Interest  owner,
         Commercial Unit owner or otherwise) to each and every other party under
         each and every one of the  Contracts,  the  contracts  of  purchase  in
         respect  of the  Commercial  Units and the  Property-Related  Contracts
         and/or in connection with any of the Projects,  the  Declarations,  the
         Articles of Incorporation or By-Laws for the Associations and the other
         Project Documents shall be and remain  enforceable by such other party,
         its successors and assigns, only against GSRP or Persons other than the
         Administrative Agent or the Lenders, and the neither the Administrative
         Agent nor the Lenders have assumed any of the  obligations or duties of
         GSRP under or with respect to any of the  Contracts,  such contracts of
         purchase or the  Property-Related  Contracts or otherwise in connection
         with  any  of  the  Projects,   the   Declarations,   the  Articles  of
         Incorporation  or By-Laws  for the  Associations  or the other  Project
         Documents.

                  (d) No  Obligation  to Take  Action.  GSRP  hereby  agrees and
         acknowledges that neither the acceptance of this Agreement or any other
         Security  Document by the  Administrative  Agent or the Lenders nor the
         exercise of, or failure to exercise, any right, power or remedy in this
         Agreement  or  in  any  other  Security  Document  conferred  upon  the
         Administrative  Agent or the Lenders  shall be deemed or  construed  to
         obligate the Administrative  Agent or any of the Lenders to pay any sum
         of money,  take any other action or incur any  liability in  connection
         with,  or collect or realize  upon,  any of the  Contracts or any other
         Collateral.  It is  further  agreed  and  understood  by GSRP  that the
         neither the Administrative Agent nor the Lenders shall be liable in any
         way for any cost, expense or liability connected with, or any charge or
         liability  arising from, any of the Contracts,  any of the contracts of
         purchase   in   respect   of   the   Commercial   Units,   any  of  the
         Property-Related Contracts or any other Collateral.

                  (e)  Indemnification.  GSRP hereby agrees to indemnify each of
         the Administrative Agent and the Lenders, and hold each of such Persons
         harmless, from any and all liability,  loss or damage which such Person
         may or  might  incur  by  reason  of any and  all  claims  and  demands
         whatsoever which may be asserted against such Person arising out of, as
         a result of, or otherwise  connected  with, the Liens hereby granted to
         the Administrative Agent for their benefit of the Lenders by GSRP under
         or in respect of any of the Contracts or any other Collateral by reason
         of (i) the failure by GSRP to perform any  obligations or  undertakings
         required to be  performed  by GSRP under or in  connection  with any of
         such Contracts, the Property-Related Contracts or any other Collateral,
         (ii) any failure by GSRP, in connection with any of such Contracts, the
         Property-Related  Contracts or any other Collateral, to comply with any
         applicable  federal,  state or local consumer credit,  sale rescission,
         blue-sky,  securities or usury statute, including,  without limitation,
         any such  statute of any state in which a  Purchaser  may  reside,  the
         Consumer  Credit   Protection  Act,  as  amended,   the  Federal  Trade
         Commission  Act, as amended,  the Interstate Land Sales Full Disclosure
         Act,  and all rules and  regulations  promulgated  under the  foregoing
         statutes,  acts and codes, and (iii) failure by GSRP to comply with any
         applicable federal, state or local statutes, ordinances or declarations
         and the restrictions,  rules and regulations  promulgated thereunder or
         contained therein  pertaining to the construction,  use or operation of
         any of the  Projects  (including,  without  limitation,  the  statutes,
         ordinances,  declarations,  restrictions,  rules and regulations of the
         towns or other  municipalities  covering the areas in which the Project
         are situated,  and the  declarations,  restrictions and requirements of
         the CCR's and  Declarations  affecting  the  Projects)  or to otherwise
         discharge its duties and  obligations  under  applicable law, under the
         Declarations  or  the  Articles  of  Incorporation  or  By-Laws  of the
         Associations,  unless such claims or demands were  directly a result of
         such Person's intentional misconduct or gross negligence.



<PAGE>



         3.3 financing statements 

         3.3      Financing Statements.

         GSRP agrees,  at its own expense,  to execute the financing  statements
required by the Administrative Agent together with any and all other instruments
or documents and take such other action,  including delivery of such instruments
and  documents,  as may be necessary to perfect,  and to continue the perfection
of, the  Administrative  Agent's  security  interest and Liens in the Collateral
and, unless prohibited by law, GSRP hereby authorizes the  Administrative  Agent
to execute and file any such financing  statement on GSRP's behalf.  The parties
agree  that a  legible  carbon,  photographic  or  other  reproduction  of  this
Agreement  or of a  financing  statement  shall  be  sufficient  as a  financing
statement.

         GSRP agrees, at its own expense,  to use its best efforts to cause each
Association to execute the financing  statements  required by the Administrative
Agent  together  with any and all other  instruments  or documents and take such
other action,  including  delivery of such instruments and documents,  as may be
necessary to perfect,  and to continue the perfection of, the Lender's  security
interest and Liens in the collateral granted hereunder by such Association.



<PAGE>





          3.4 LOCATION OF COLLATERAL; BOOKS AND RECORDS 

         3.4      Location of Collateral; Books and Records.

         All  tangible  Collateral  (other  than  Collateral  delivered  to  the
Administrative  Agent  or  located  in any  Approved  Escrow  Account)  which is
personal  Property is to remain, at all times, on the premises of GSRP at Sunday
River  Road,  in Bethel,  Maine,  or at the  Projects  and GSRP  represents  and
warrants to the  Administrative  Agent and the Lenders that all of the currently
existing  tangible  Collateral is now located there,  and GSRP will not transfer
the Collateral from such premises to other  locations  without the prior written
approval of the  Administrative  Agent.  GSRP shall,  upon  receipt of a written
request therefor from the Administrative  Agent after the occurrence of an Event
of  Default,  deliver to the  Administrative  Agent then  current  copies of all
computer tapes, disks, software and micro-fiche records  constituting,  in whole
or in part, the Books and Records.



<PAGE>





          3.5 INSURANCE OF COLLATERAL 

         3.5      Insurance of Collateral.

                  (a)      Maintenance of Insurance.

                           (i) GSRP agrees to maintain or cause to be maintained
                  (including,   without   limitation,   causing   each   General
                  Contractor  to  maintain  with  respect  to  any  Construction
                  Project),  or, as provided under the Declarations,  cause each
                  of  the  Associations  to  maintain  (as to  their  respective
                  Projects and the personal Property located thereon), insurance
                  (with financially  sound and reputable  insurers) with respect
                  to

                                    (1)     each Project,

                              (2) the personal  Property located at the Projects
                    (including,  without limitation, the furniture, fixtures and
                    furnishings thereof),

                                    (3) all other  equipment and other  personal
                           Property of every nature  whatsoever now or hereafter
                           located  in or  on,  or  attached  to,  and  used  or
                           intended  to be used in  connection  with  any of the
                           Projects, and

                                        (4) the Books and  Records and the other
                              valuable papers of GSRP,

                  against  casualties,  contingencies,  hazards  and such  other
                  risks (including,  without  limitation,  (A) fire,  hurricane,
                  tornado,  wind damage, and such other risks insured against by
                  a standard  all-risk  property and fire  insurance  policy and
                  endorsement for extended  coverage,  (B) flood  insurance,  if
                  applicable,  and (C)  builder's  risk  insurance  in completed
                  value  form)  and in  such  amounts  as  shall  be  reasonably
                  satisfactory to the Administrative Agent (such insurance to be
                  maintained  during the  construction  and  development of each
                  Project and to cover  materials  in as well as adjacent to the
                  structures  so  insured;   such  insurance  (other  than  such
                  builder's risk insurance)  shall also be maintained after such
                  development and construction as well); provided, however, that
                  such casualty  insurance shall (aa) in no case be in an amount
                  less than an amount  sufficient to rebuild each Project or the
                  portions  thereof  which  shall  have  suffered  the  loss and
                  replace any of the personal Property located therein,  (bb) be
                  sufficient to avoid any  co-insurance  requirements in respect
                  of GSRP and/or the  Associations,  and (cc) be  sufficient  to
                  provide  funds  to fully  compensate  owners  of  Quartershare
                  Interests,  and Commercial  Units for any inability to utilize
                  any such  condominium  units or the Common Elements during any
                  period  following  a  loss  thereto.   With  respect  to  such
                  insurance,  GSRP shall  deliver or cause to be  delivered,  or
                  cause the  Associations to deliver (to the extent permitted by
                  applicable  law  and  the   Declarations),   certificates   of
                  insurance  to  the  Administrative  Agent,  with  satisfactory
                  lender's loss payable  endorsements  naming the Administrative
                  Agent on behalf of the  Lenders as loss payee to the extent of
                  its  interest  and as such  interest may appear on the Closing
                  Date.  Each  policy  of such  insurance  or  endorsement  with
                  respect  thereto shall contain a clause  requiring the insurer
                  to give not less  than 30 days'  prior  written  notice to the
                  Administrative  Agent  in the  event  of  cancellation  of the
                  policy  for  any  reason  whatsoever  and a  clause  that  the
                  interest of the Administrative  Agent shall not be impaired or
                  invalidated  by any act or  neglect  of GSRP or  owner  of the
                  Property  nor by the  occupation  of the premises for purposes
                  more  hazardous  than are  permitted by said  policy.  If GSRP
                  shall fail to  provide  for such  insurance,  or have the same
                  provided for, the Administrative Agent may, at GSRP's expense,
                  procure the same, but shall not be required to do so.

                           (ii) GSRP shall  maintain  or cause to be  maintained
                  insurance with financially  sound and reputable  insurers with
                  respect  to its  Property  and  business  (including,  without
                  limitation,  the Collateral)  covering any public liability of
                  GSRP, its officers,  agents or employees  (including,  without
                  limitation,   damage  by  GSRP  or  its  officers,  agents  or
                  employees to the Property of other Persons,  any bodily injury
                  caused by GSRP or its  officers,  agents or  employees  to any
                  other Person,  or any negligent act or other similar liability
                  of GSRP or its  officers,  agents  or  employees)  and in such
                  amounts as are satisfactory to the  Administrative  Agent; the
                  Administrative  Agent  and the  Lenders  shall  be named as an
                  additional  insureds  thereon.  GSRP shall, as provided in the
                  Declarations,  cause the  Associations  to maintain  insurance
                  with financially sound and reputable  insurers with respect to
                  the Projects covering any public liability of the Associations
                  or their  officers,  agents or  employees  to the  Property of
                  other Persons, any bodily injury caused by the Associations or
                  their  officers,  agents or employees to any other Person,  or
                  any  negligent   act  or  other   similar   liability  of  the
                  Association or its officers,  agents or employees) and in such
                  amounts as are provided for in the Declarations.

                           (iii) GSRP shall, prior to renewal,  submit, or cause
                  the  Associations  to  submit,  to  the  Administrative  Agent
                  insurance   certificates  showing  the  type  and  amounts  of
                  insurance coverage maintained in respect of the Projects. GSRP
                  shall,  to the  extent  permitted  by  applicable  law and the
                  Declarations,   cause  all  casualty   policies  of  insurance
                  provided under the Declarations to have mortgagee endorsements
                  in respect of the  Administrative  Agent's interests in and to
                  the   Quartershare   Interests   Residential   Units,   and/or
                  Commercial Units that are the subject of the Blanket Mortgages
                  or any  Quartershare  Mortgage  in which the Lender may have a
                  security interest and Lien hereunder.

                           (iv) GSRP shall  pay,  or cause the  Associations  to
                  pay, all premiums on the aforesaid  insurance policies and all
                  other  fees  and  charges  payable  in  connection  with  such
                  insurance  policies  (such  premiums,  fees and charges  being
                  collectively  referred to herein as "Insurance  Premiums") not
                  later than the due date thereof. If GSRP shall fail to pay, or
                  cause the  Associations  to pay, any such Insurance  Premiums,
                  the Administrative  Agent may (but shall not be obligated to),
                  at GSRP's  expense  and upon the written  instructions  of the
                  Required  Parties,  pay the same.  Any such  payment  shall be
                  subject to Section 3.11 and Section 3.12 hereof.

                           (v) If the Mortgaged  Property  (under and as defined
                  in any of the Blanket  Mortgages)  or any portion is sold at a
                  foreclosure  sale or if any Lender shall acquire title to said
                  Mortgaged Property or any such portion, such Lender shall have
                  all of the  right,  title and  interest  of GSRP in and to all
                  insurance  policies required under this Section 3.5(a) and the
                  unearned premiums thereon,  related to such Mortgaged Property
                  or such portion, and in and to the proceeds resulting from any
                  damage to said  Mortgaged  Property or such  portion  prior to
                  such sale or acquisition.

                           (vi) GSRP agrees to cause any contractor  hired by it
                  to  effect  any of the  construction  and  development  of any
                  Construction Project to carry adequate insurance in respect of
                  bodily injury or other personal  liability or property  damage
                  in  respect  of  its  employees  or  other  third  persons  in
                  connection with such construction and development.  GSRP shall
                  use its best efforts to cause  certificates  of such insurance
                  to be filed with the Administrative Agent.

                           (vii)  Anything  contained in this Section  3.5(a) to
                  the contrary notwithstanding,  any of the undertakings of GSRP
                  in this Section  3.5(a) in respect of insuring the Projects or
                  in  respect  of  causing  the   Associations  to  perform  any
                  undertaking  under this Section 3.5(a) shall be subject to the
                  requirements of the condominium  acts or other common interest
                  ownership  acts as adopted  and in effect from time to time in
                  the States in which the  Project are  situated,  and the rules
                  and  regulations  as adopted from time to time  thereunder and
                  the Declarations.

                  (b)      Condominium Insurance Proceeds.

                           (i) Any  proceeds  of  insurance  in  respect  of the
                  Projects  received by the Associations or any manager retained
                  by it and  then  further  paid  by the  Associations  or  such
                  manager  to GSRP  (whether  as  Declarant  or  otherwise),  as
                  provided  for in the  Declarations,  shall  be  promptly  paid
                  and/or  turned  over by GSRP to the  Administrative  Agent  as
                  proceeds of the  Collateral  and applied to the  prepayment of
                  the Loan as provided in Section 2.5(d) hereof.

                           (ii)  Without  limiting  the  immediately   preceding
                  paragraph,  any  proceeds  of  insurance  in  respect  of  the
                  Projects received by GSRP at a time during which the insurance
                  provisions of the relevant  Declaration shall not be in effect
                  as to the  affected  Project  shall be treated as  provided in
                  Section 3.5(c) of this Agreement.

                  (c)  Miscellaneous   Application  of  Insurance  Proceeds.  In
         connection  with,  and  pursuant to,  Section  3.5(b)(ii)  hereof,  the
         Lenders and GSRP agree to the following:

                           (i) Following the  occurrence of any Default or Event
                  of Default  (provided that if such Default or Event of Default
                  is cured by GSRP,  then  clause (ii) below and not this clause
                  (i) shall thereafter apply), the Administrative  Agent (at the
                  instruction of the Required Steamboat Lenders in the case of a
                  Steamboat  Project  casualty  or loss,  the  Required  Canyons
                  Lenders in the case of a Canyons Project casualty or loss, the
                  Required  *Sugarbush  Lenders  in  the  case  of a  *Sugarbush
                  Project casualty or loss, the Required  *Sugarloaf  Lenders in
                  the  case  of a  *Sugarloaf  Project  casualty  or  loss,  the
                  Required  Jordan  Bowl  Lenders  in the case of a Jordan  Bowl
                  Project casualty or loss, the Required Attitash Lenders in the
                  case of an Attitash  Project  casualty or loss,  the  Required
                  Killington  Lenders  in  the  case  of  a  Killington  Project
                  casualty or loss, the Required Mt. Snow Lenders in the case of
                  a Mt. Snow Project  casualty or loss, or the Required  Parties
                  in  any  case  other  than  as  set  forth  above)  is  hereby
                  authorized  and  empowered  to adjust or  compromise  any loss
                  under  any  insurance  policies  maintained  pursuant  to this
                  Section 3.5, and to collect and receive the proceeds  from any
                  such policies. In such event, each insurance company is hereby
                  authorized  and  directed to make  payment for all such losses
                  directly  to the  Administrative  Agent,  instead  of to  GSRP
                  (and/or the  applicable  Association)  and the  Administrative
                  Agent  jointly.  In the event any  insurance  company fails to
                  disburse directly and solely to the  Administrative  Agent but
                  disburses instead either solely to GSRP or to GSRP (and/or any
                  Association) and the Administrative Agent jointly, GSRP agrees
                  immediately  to endorse and transfer,  or cause to be endorsed
                  and transferred,  such proceeds to the  Administrative  Agent.
                  Upon the failure of GSRP to endorse and transfer such proceeds
                  as   aforesaid   (or  cause   the  same  to  be   done),   the
                  Administrative  Agent (at the  instruction of the  appropriate
                  Required Parties,  as aforesaid) may execute such endorsements
                  or transfers for and in the name of GSRP (whether as Declarant
                  or otherwise) and GSRP hereby  unconditionally and irrevocably
                  appoints  the   Administrative   Agent  as  GSRP's  agent  and
                  attorney-in-fact,  coupled  with an  interest,  to endorse and
                  transfer such proceeds to the  Administrative  Agent on behalf
                  of the Lenders.  After deducting from said insurance  proceeds
                  all  of  its   expenses   incurred  in  the   collection   and
                  administration  of such sums,  including  attorneys' fees, the
                  Administrative  Agent may apply the net  proceeds  or any part
                  thereof, as instructed by the aforesaid Required Parties,  (i)
                  to payment of the Obligations, whether or not due, as provided
                  in  Section   2.5(d)   hereof,   (ii)  to  the  repair  and/or
                  restoration of the  applicable  Project or (iii) for any other
                  purposes or objects for which the Administrative  Agent or the
                  Lenders are entitled to advance funds under this  Agreement or
                  any of the other Security Documents; all without affecting the
                  Liens and security  interests of this  Agreement and the other
                  Security Documents.  Neither the Administrative  Agent nor the
                  Lenders shall be held  responsible  for any failure to collect
                  any  insurance  proceeds  due under  the  terms of any  policy
                  regardless of the cause of such failure.

                           (ii) Prior to the  occurrence of any Default or Event
                  of Default and if GSRP gives the  Administrative  Agent notice
                  of any  casualty as  provided in clause (d) below,  GSRP shall
                  have the right to adjust and compromise losses under insurance
                  policies  and to collect and receive  insurance  proceeds  and
                  shall  apply  such  insurance  proceeds  with  respect to such
                  losses solely and exclusively to the repair and restoration of
                  the affected Project or, if consented to by the Administrative
                  Agent (at the instruction of the Required Steamboat Lenders in
                  the case of a Steamboat Project casualty or loss, the Required
                  Canyons Lenders in the case of a Canyons  Project  casualty or
                  loss,  the  Required  *Sugarbush  Lenders  in  the  case  of a
                  *Sugarbush  Project casualty or loss, the Required  *Sugarloaf
                  Lenders in the case of a *Sugarloaf  Project casualty or loss,
                  the Required  Jordan Bowl Lenders in the case of a Jordan Bowl
                  Project casualty or loss, the Required Attitash Lenders in the
                  case of an Attitash  Project  casualty or loss,  the  Required
                  Killington  Lenders  in  the  case  of  a  Killington  Project
                  casualty or loss, the Required Mt. Snow Lenders in the case of
                  a Mt. Snow Project  casualty or loss, or the Required  Parties
                  in any case other than as set forth above),  to the payment of
                  the  Steamboat  Obligations,   the  Canyons  Obligations,  the
                  *Sugarbush Obligations,  the *Sugarloaf,  Obligations,  Jordan
                  Bowl    Obligations,    Attitash    Obligations,    Killington
                  Obligations,  Mt. Snow  Obligations or other  Obligations,  as
                  GSRP deems  appropriate  in its  reasonable  discretion and as
                  shall have been consented to by the relevant  Project Required
                  Lenders or Required Parties,  as the case may be. With respect
                  to any such  casualty  loss,  GSRP shall have the right to use
                  any insurance proceeds received on account of such loss to the
                  repair and restoration of the affected Project,  provided that
                  prior  written  notice is given  with  respect  thereto to the
                  Administrative Agent and the scope and plans for the repair or
                  restoration  have been approved by the  Administrative  Agent,
                  which approval shall not be  unreasonably  withheld or delayed
                  if the repair or  restoration  will  result in a new  "resort"
                  which is substantially comparable to the pre-existing "resort"
                  at such Project in terms of overall  usable square footage and
                  types of functions served by such pre-existing  "resort",  the
                  new "resort" is constructed with the same or better quality of
                  materials and workmanship as such  pre-existing  "resort," and
                  is constructed in accordance with the applicable  requirements
                  of then existing  zoning,  design and building codes and other
                  applicable    laws,   the   applicable    CCR's   and   market
                  considerations.  All  such  repair  and  restoration  shall be
                  diligently  prosecuted  to  completion  by GSRP  and  shall be
                  completed on or prior to the Maturity Date.

                  (d) GSRP  Undertakings.  In the event of any material casualty
         or  loss  in  respect  of  any  of  the  Projects  (including,  without
         limitation,  any of the Collateral),  (i) GSRP shall immediately notify
         the Administrative  Agent of the same and (ii) the Administrative Agent
         may,  in  addition  to  its  rights  as  mortgagee  under  the  Blanket
         Mortgages,  elect (at the instruction of the Required Steamboat Lenders
         in the case of a  Steamboat  Project  casualty  or loss,  the  Required
         Canyons Lenders in the case of a Canyons Project  casualty or loss, the
         Required  *Sugarbush  Lenders  in  the  case  of a  *Sugarbush  Project
         casualty  or loss,  the  Required  *Sugarloaf  Lenders in the case of a
         *Sugarloaf  Project  casualty or loss, the Required Jordan Bowl Lenders
         in the case of a Jordan Bowl  Project  casualty or loss,  the  Required
         Attitash  Lenders in the case of an Attitash  Project casualty or loss,
         the Required  Killington  Lenders in the case of a  Killington  Project
         casualty or loss,  the  Required  Mt. Snow Lenders in the case of a Mt.
         Snow Project casualty or loss or the Required Parties in any case other
         than as set forth  above) to  exercise  the voting  rights of GSRP as a
         mortgagee  or a  holder  of a  security  interest  in  respect  of  any
         Quartershare  Mortgage pledged to the Administrative Agent hereunder or
         as  the  owner  of  any  Quartershare  Interest,  Residential  Unit  or
         Commercial  Unit,  as such  voting  rights are  provided  for under the
         applicable   Declaration,   regarding   all   matters   of  repair  and
         restoration.  In the event of any  casualty  or loss in  respect of any
         Project (including,  without limitation,  any of the Collateral),  GSRP
         shall pay all  assessments  as required by the  applicable  Declaration
         and/or the applicable  Articles of  Incorporation or By-Laws for repair
         and restoration due to inadequacy of insurance.



<PAGE>





          3.6 CONDEMNATION 

         3.6      Condemnation.

                  (a)      Condominium/Timeshare Condemnation Compensation.

                           (i) Any compensation, awards, damages, claims, rights
                  of action,  proceeds,  payment and other relief (collectively,
                  "Condemnation  Compensation") of, or on account of, any damage
                  or taking  of all or any part of the  Projects  in  connection
                  with any condemnation proceedings or any exercise of the power
                  of  eminent  domain  (or any  conveyance  in lieu of or  under
                  threat of any such taking), including, without limitation, any
                  such Condemnation  Compensation for change of grade of streets
                  or any other  injury to or decrease in the value of all or any
                  part  of  the  Projects,  payable  to any  Association  or any
                  manager retained by it and paid further by such Association or
                  such manager to GSRP (whether as Declarant or  otherwise),  as
                  provided for in the applicable Declaration,  shall be promptly
                  paid  and/or  turned  over  to  the  Administrative  Agent  as
                  proceeds of the Collateral or otherwise and, subject to clause
                  (ii) below if such clause shall then be applicable, applied to
                  the  prepayment  of the Loan,  as provided  in Section  2.5(d)
                  hereof.

                           (ii) Any Condemnation  Compensation in respect of any
                  of the  Projects  received by GSRP at a time during  which the
                  condemnation  provisions of the relevant Declaration shall not
                  be in effect with  respect to the  affected  Project  shall be
                  treated as provided in Section 3.6(b) below.

                  (b) Miscellaneous Application of Condemnation Compensation. In
         connection  with,  and  pursuant to,  Section  3.6(a)(ii)  hereof,  the
         Lenders and GSRP agree to the following:

                           (i) if all or any  portion  of any  Project  shall be
                  damaged or taken through condemnation (which term when used in
                  this  Agreement  shall  include  any  damage  or taking by any
                  governmental  authority  and any  transfer by private  sale in
                  lieu thereof), so as to, either

                                    (A) temporarily or  permanently,  materially
                           adversely   affect   the  type  or  scope  of  resort
                           operations  existing  prior  to the  condemnation  or
                           taking  of,  or the net  operating  income  of,  such
                           Project (both being determined by the  Administrative
                           Agent in its sole and absolute discretion), or

                              (B) result in Condemnation  Compensation in excess
                    of $500,000,

                  then  in the  case  of a  Steamboat  Project  condemnation  or
                  taking,  all of the  Steamboat  Loan, in the case of a Canyons
                  Project  condemnation  or taking,  all of the Canyons Loan, in
                  the case of a *Sugarbush  Project  condemnation or taking, all
                  of the  *Sugarbush  Loan, in the case of a *Sugarloaf  Project
                  condemnation  or taking,  all of the  *Sugarloaf  Loan, in the
                  case of a Jordan Bowls Project  condemnation or taking, all of
                  the  Jordan  Bowl  Loan,  in the case of an  Attitash  Project
                  condemnation or taking,  all of the Attitash Loan, in the case
                  of a Killington  Project  condemnation  or taking,  all of the
                  Killington  Loan  and,  in  the  case  of a Mt.  Snow  Project
                  condemnation  or taking,  all of the Mt.  Snow Loan  (together
                  with accrued and unpaid interest  thereon  relating to each of
                  such Loans)  shall,  at the option of the  Required  Steamboat
                  Lenders,  in the case of the Steamboat  Project,  the Required
                  Canyons  Lenders,  in the  case of the  Canyons  Project,  the
                  Required  *Sugarbush  Lenders,  in the case of the  *Sugarbush
                  Project,  the Required  *Sugarloaf Lenders, in the case of the
                  *Sugarloaf  Project,  the Required Jordan Bowl Lenders, in the
                  case  of  the  Jordan  Bowl  Project,  the  Required  Attitash
                  Lenders,  in the case of the  Attitash  Project,  the Required
                  Killington  Lenders, in the case of the Killington Project and
                  the  Required  Mt. Snow  Lenders,  in the case of the Mt. Snow
                  Project, become immediately due and payable.

                           (ii) the  Administrative  Agent  shall be entitled to
                  receive all Condemnation  Compensation payable with respect to
                  any   condemnation   or  taking.   The   application  of  such
                  Condemnation  Compensation  shall  be as set  forth  below  in
                  clause  (iii)  below.  The  Administrative   Agent  is  hereby
                  authorized  (at  the  instruction  of the  Steamboat  Required
                  Lenders, in the case of any Steamboat Project  condemnation or
                  taking,  the  Canyons  Required  Lenders,  in the  case of any
                  Canyons  Project   condemnation  or  taking,   the  *Sugarbush
                  Required  Lenders,  in  the  case  of any  *Sugarbush  Project
                  condemnation or taking, the *Sugarloaf Required Lender, in the
                  case of any *Sugarloaf condemnation or taking, the Jordan Bowl
                  Required  Lenders,  in the  case of any  Jordan  Bowl  Project
                  condemnation or taking, the Attitash Required Lenders,  in the
                  case of any  Attitash  Project  condemnation  or  taking,  the
                  Killington  Required  Lenders,  in the case of any  Killington
                  Project  condemnation  or  taking  and the Mt.  Snow  Required
                  Lenders,  in the case of any Mt. Snow Project  condemnation or
                  taking) to commence, appear in and prosecute, in its own or in
                  GSRP's  name,  any  action  or  proceeding   relating  to  any
                  condemnation or taking,  and to settle or compromise any claim
                  in connection therewith. All Condemnation Compensation and the
                  rights   thereto   are   hereby   assigned   by  GSRP  to  the
                  Administrative Agent on behalf of the Lenders.

                           (iii)   After   deducting   from   any   Condemnation
                  Compensation  all of its expenses  incurred in the  collection
                  and  administration  thereof,  including  attorney's fees, the
                  Administrative  Agent shall, if no Default or Event of Default
                  shall then exist,  or may (at the instruction of the Steamboat
                  Required  Lenders,  in  the  case  of  any  Steamboat  Project
                  condemnation or taking,  the Canyons Required Lenders,  in the
                  case  of any  Canyons  Project  condemnation  or  taking,  the
                  *Sugarbush  Required  Lenders,  in the case of any  *Sugarbush
                  Project   condemnation  or  taking,  the  *Sugarloaf  Required
                  Lender, in the case of any *Sugarloaf  condemnation or taking,
                  the Jordan Bowl  Required  Lenders,  in the case of any Jordan
                  Bowl Project  condemnation  or taking,  the Attitash  Required
                  Lenders,  in the case of any Attitash Project  condemnation or
                  taking,  the Killington  Required Lenders,  in the case of any
                  Killington  Project  condemnation  or taking and the Mt.  Snow
                  Required  Lenders,  in  the  case  of  any  Mt.  Snow  Project
                  condemnation  or  taking),  if a Default  or Event of  Default
                  shall  then  exist,  make  the net  Condemnation  Compensation
                  available  to GSRP  to  repair  and/or  restore  the  affected
                  Project, provided that

                                    (1) GSRP requests that such proceeds be made
                           available for repairing or restoring  such Project in
                           a  written  notice  delivered  to the  Administrative
                           Agent  within  30 days  after the  occurrence  of the
                           condemnation or taking,

                                    (2)  the   Administrative   Agent   and  the
                           aforesaid  Required  Lenders approve GSRP's plans for
                           repair  and/or  replacement  of such  Project,  which
                           approval  shall  not  be  unreasonably   withheld  or
                           delayed,

                                    (3)  any  such  repairs  must  restore  such
                           Project to at least as good condition as prior to the
                           condemnation or taking,

                                        (4) any replacement shall be of the same
                              or equal value to the Property replaced, and

                                    (5) the Administrative  Agent must determine
                           that the repairs or replacement can be  substantially
                           completed  prior to the Maturity Date or, if earlier,
                           the maturity date of the Project  Advances related to
                           such Project.

                  If GSRP fails to comply with any of the requirements set forth
                  in the immediately preceding sentence or if a Default or Event
                  of Default  exists  and the  Administrative  Agent  shall have
                  decided  not  to  make  such  net  Condemnation   Compensation
                  available  to  GSRP,  the  Administrative  Agent  may  (at the
                  instruction of the Steamboat Required Lenders,  in the case of
                  any  Steamboat  Project  condemnation  or taking,  the Canyons
                  Required   Lenders,   in  the  case  of  any  Canyons  Project
                  condemnation or taking,  the *Sugarbush  Required Lenders,  in
                  the case of any *Sugarbush Project condemnation or taking, the
                  *Sugarloaf  Required  Lender,  in the  case of any  *Sugarloaf
                  condemnation or taking,  the *Sugarloaf  Required Lenders,  in
                  the case of any Jordan Bowl  Project  condemnation  or taking,
                  the Jordan Bowl Required Lenders,  in the case of any Attitash
                  Project condemnation or taking, the Attitash Required Lenders,
                  in the case of any Killington Project  condemnation or taking,
                  the  Killington  Required  Lenders and, in the case of any Mt.
                  Snow Project  condemnation  or taking,  the Mt. Snow  Required
                  Lenders,  ) apply such net  Condemnation  Compensation  or any
                  part thereof, (A) to the payment of the Steamboat Obligations,
                  the  Canyons  Obligations,  the  *Sugarbush  Obligations,  the
                  *Sugarloaf  Obligations,  the  Jordan  Bowl  Obligations,  the
                  Attitash Obligations, the Killington Obligations, the Mt. Snow
                  Obligations  or other  Obligations,  whether  or not  due,  as
                  provided  in  Section  2.5(d)  hereof,  or (B) for  any  other
                  purposes  or  objects  for which the  Administrative  Agent is
                  entitled to advance  funds under this  Agreement,  all without
                  affecting the security interests or Liens of this Agreement or
                  any of the  other  Security  Documents.  All net  Condemnation
                  Compensation  to be  disbursed  by  the  Administrative  Agent
                  pursuant to this clause  (iii) shall be  disbursed in a manner
                  acceptable  to the  Administrative  Agent as the repair and/or
                  replacement work proceeds.  Neither the  Administrative  Agent
                  nor the Lenders shall be held  responsible  for any failure to
                  collect  any  condemnation  regardless  of the reason for such
                  failure. GSRP agrees to execute such further assignment of any
                  compensation,  awards,  damages,  claims, rights of action and
                  proceeds as the Administrative  Agent may require.  All repair
                  and/or  replacement  work shall be  diligently  prosecuted  to
                  completion  by  GSRP  and  shall  be  completed  prior  to the
                  Maturity Date or, if earlier, the maturity date of the Project
                  Advances related to such Project.

                  (c) GSRP  Undertakings.  In the event of any  condemnation  or
         taking in respect of any Project (including, without limitation, any of
         the Collateral),  (i) GSRP shall immediately  notify the Administrative
         Agent of the same,  (ii) the  Administrative  Agent may, in addition to
         its rights  under the Blanket  Mortgages,  elect to exercise the voting
         rights of GSRP as  mortgagee  or the holder of a security  interest  in
         respect of any Quartershare  Mortgage pledged to it hereunder  relating
         to  such  Project  or  as  the  owner  of  any  Quartershare  Interest,
         Residential  Unit and/or  Commercial Unit relating to such Project,  as
         such voting rights are provided for under the  applicable  Declaration,
         regarding all matters of repair and  restoration,  and (iii) GSRP shall
         pay all  assessments as required by the applicable  Declaration  and/or
         Articles of  Incorporation or By-Laws for repair and restoration due to
         inadequacy of the Condemnation Compensation.



<PAGE>





          3.7 TAXES AFFECTING COLLATERAL 

         3.7      Taxes Affecting Collateral.

         GSRP  shall  pay  or,  as  provided  in  the  Declarations,  cause  the
Associations  to pay,  on or before  the last day when they may be paid  without
interest or penalty, all taxes, assessments, rates, dues, charges, fees, levies,
excises, duties, fines, impositions,  liabilities,  obligations and encumbrances
(including,  without limitation,  water and sewer rents and charges, charges for
setting or  repairing  meters and  charges  for other  utilities  or  services),
general or special, ordinary or extraordinary,  foreseen or unforeseen, of every
kind whatsoever,  now or hereafter imposed,  levied or assessed by any public or
quasi-public  authority or instrumentality upon or against any of the Collateral
or the use,  occupancy or  possession  of any  Project,  or upon or against this
Agreement,  the Notes or the other Security  Documents,  the  Obligations or the
interest of the Administrative Agent or the Lenders in the Contracts, any of the
contracts  of  purchase  in  respect  of the  Commercial  Units  or the  Blanket
Mortgages or any other item of Collateral  (provided that this Section 3.7 shall
not be  construed to require GSRP to pay any income tax imposed upon the general
income of the Administrative  Agent or the Lenders),  as well as all assessments
and other governmental or quasi-governmental charges imposed, levied or assessed
in respect of any Collateral,  and any and all interest,  costs and penalties on
or with respect to any of the foregoing (collectively, the "Impositions").  Upon
request  by  the  Administrative   Agent,  GSRP  shall  deliver,  or  cause  the
Associations  to  deliver,  to  the  Administrative   Agent  receipts  or  other
satisfactory proof of payment of any Impositions.

         GSRP shall not claim,  demand or be entitled  to receive any  reduction
of, or credit toward, any Imposition on account of the Obligations. No deduction
shall be claimed  from the  taxable  value of any  Collateral  or any Project by
reason of the Obligations,  any of the Security Documents or the interest of the
Lender in the Collateral.

         If existing  laws or  procedures  governing  the taxation of mortgages,
security  documents  or debts  secured  by deeds of trusts,  mortgages  or other
security documents shall be changed in any manner after the date hereof so as to
materially  adversely  impair  the  security  of the  Blanket  Mortgages  or the
security  interest  herein  granted  or  granted  in any of the  other  Security
Documents  or to reduce the net  income to any of the  Lenders in respect of its
Obligations  (excluding from any such  determination of net income any reduction
in such net income attributable to a change in taxes imposed on, or measured by,
the net income of such Lender),  then,  upon request by such Lender,  GSRP shall
pay to such Lender or to the taxing  authority  (if so directed by such Lender),
all taxes,  charges  and  related  costs for which the Lender may be liable as a
result thereof.

         GSRP shall pay, or cause to be paid,  when due,  any and all  recording
(deed  of  trust,  mortgage  or  personal  property),  intangible  property  and
documentary  stamp taxes,  all similar taxes,  and all filing,  registration and
recording fees, which are now or hereafter may become payable in connection with
the  Obligations,  the  Blanket  Mortgages,  this  Agreement,  any of the  other
Security Documents,  the Quartershare  Mortgages or any of the other Collateral.
GSRP shall pay when due any and all excise,  transfer and conveyance taxes which
are now or hereafter may become payable in connection with the Obligations,  the
Blanket Mortgages, any Quartershare Mortgage, this Agreement or any of the other
Security  Documents,  or in  connection  with  any  foreclosure  of the  Blanket
Mortgages,  any Quartershare Mortgage or any other foreclosure of any Collateral
under this Agreement or under any of the other Security Documents,  or any other
transfer of any item of Collateral in  extinguishment  of all or any part of the
Obligations  or any other  enforcement  of the rights of the Lender with respect
thereto.



<PAGE>





          3.8 DISCHARGE OF LIENS AFFECTING COLLATERAL 

         3.8      Discharge of Liens Affecting Collateral.

         If any mechanic's,  laborer's,  materialman's,  statutory or other Lien
shall be filed or otherwise  imposed upon or against any item of the  Collateral
or any of the Projects, then GSRP shall, within 30 days after being given notice
of the filing of such Lien or otherwise becoming aware of the imposition of such
Lien, cause such Lien to be vacated or discharged of record by payment, deposit,
bond, final order of a court of competent jurisdiction or otherwise.

         GSRP shall have the right, at its sole expense, to contest the validity
of any such Lien or of the claim  evidenced or secured  thereby,  by appropriate
proceedings commenced prior to the expiration of the aforesaid 30-day period and
thereafter  diligently  and  continuously  conducted  in  good  faith  to  final
determination,  in which event GSRP shall not be required to cause any such Lien
to be  vacated  or  discharged  of record  in  accordance  with the  immediately
preceding paragraph if, and only so long as:

                  (a)  no  final  judicial   determination  in  respect  of  any
         foreclosure or other enforcement  proceeding in respect of such Lien or
         the claim  evidenced or secured thereby shall have been rendered and no
         nonjudicial  foreclosure  proceeding or sale in respect of such Lien or
         such claim shall have been commenced;

                  (b) no  claim  for  liability  of any  kind  shall  have  been
         asserted against the  Administrative  Agent or any Lender in connection
         with such Lien or the claim evidenced or secured thereby; and

                  (c) if such Lien  shall  secure a claim of more than  $50,000,
         GSRP shall have established an escrow with the Administrative Agent, or
         shall have delivered to the  Administrative  Agent a satisfactory  bond
         issued  by  a  surety  acceptable  to  the  Administrative  Agent  or a
         satisfactory  letter of credit for the  benefit  of the  Administrative
         Agent issued by a bank acceptable to the Administrative  Agent, in each
         case in an amount estimated by the Administrative  Agent to be adequate
         to cover  (i) the  unpaid  amount  of such  claim,  (ii) all  interest,
         penalties  and  similar  charges  which  reasonably  can be expected to
         accrue by reason of such contest or by reason of such  nonpayment,  and
         (iii) all costs,  fees and  expenses  (including,  without  limitation,
         attorneys' fees and disbursements)  which reasonably can be expected to
         be incurred in connection therewith by the Administrative  Agent, which
         escrow,  bond or  letter  of  credit  shall  be  maintained  in  effect
         throughout such contest and the amount of which shall be increased from
         time to  time  if  reasonably  required  by the  Lender  to  cover  the
         foregoing amounts in subclause (i), subclause (ii) and subclause (iii).

         GSRP shall inform the Administrative  Agent, in advance and in writing,
of its  intention to contest any Lien  securing a claim,  or such claim  itself,
under this Section 3.8 if such claim shall exceed $50,000.

         Upon termination of any such contest (whether by final determination or
otherwise),  or at any time  during  the  course  of any such  contest  that the
conditions  relieving GSRP of its obligation to cause such Lien to be vacated or
discharged  shall no longer be satisfied or shall be discovered not to have been
satisfied,  GSRP shall cause such Lien to be vacated or discharged of record. At
the Administrative  Agent's option (at the instruction of the Steamboat Required
Lenders,  in the case of a Steamboat  Project  Lien, at the  instruction  of the
Canyons  Required  Lenders,  in the  case  of a  Canyons  Project  Lien,  at the
instruction  of the  *Sugarbush  Required  Lenders,  in the case of a *Sugarbush
Project Lien, at the instruction of the *Sugarloaf  Required Lenders in the case
of a *Sugarloaf  Project  Lien, at the  instruction  of the Jordan Bowl Required
Lenders,  in the case of a Jordan Bowl Project Lien, at the  instruction  of the
Attitash  Required  Lenders,  in the case of an Attitash  Project  Lien,  at the
instruction  of the  Killington  Required  Lenders,  in the case of a Killington
Project Lien and at the  instruction  of the Mt. Snow Required  Lenders,  in the
case of a Mt. Snow Project  Lien),  the escrow  established or bond or letter of
credit,  as the case may be,  delivered  pursuant to this Section 3.8 may be, in
the case of the escrow, liquidated, or, in the case of the bond or the letter of
credit,  drawn  upon,  at such time and the  proceeds  thereof may be applied to
payment  of all or any part of the claim  evidenced  or secured by such Lien and
the interest, penalties,  charges, costs, fees and expenses (including,  without
limitation, attorneys' fees and disbursements) referred to in subclause (ii) and
subclause (iii) of the immediately preceding paragraph. Promptly after such Lien
has  been  vacated  or  discharged   of  record,   GSRP  shall  deliver  to  the
Administrative  Agent evidence  reasonably  satisfactory  to the  Administrative
Agent that such Lien has been vacated or discharged of record.  Thereafter,  the
amount then remaining in the escrow established  pursuant to this Section 3.8 or
such bond or letter of credit,  as the case may be,  shall be  returned  to GSRP
free and clear of the Lien of this Agreement or any other  Security  Document so
long as no Event of Default  shall have  occurred  and be  continuing  or, if an
Event of Default shall have occurred and be continuing, shall be retained by the
Administrative  Agent  as part of the  Collateral  and  deposited  into the Cash
Collateral Account.

         If any Lien shall not be  vacated or  discharged  as  required  by this
Section,  then,  in addition to any other  right or remedy of the  Lenders,  the
Administrative  Agent may, but shall not be obligated to, discharge such Lien in
such manner as the Administrative Agent may select, and the Administrative Agent
shall be entitled (at the instruction of the Steamboat Required Lenders,  in the
case of a Steamboat  Project Lien, at the  instruction  of the Canyons  Required
Lenders,  in the case of a  Canyons  Project  Lien,  at the  instruction  of the
*Sugarbush  Required Lenders,  in the case of a *Sugarbush  Project Lien, at the
instruction  of the  *Sugarloaf  Required  Lenders  in the case of a  *Sugarloaf
Project Lien, at the instruction of the *Sugarloaf Required Lenders, in the case
of a Jordan Bowl Project  Lien, at the  instruction  of the Jordan Bowl Required
Lenders,  in the case of an Attitash  Project  Lien, at the  instruction  of the
Attitash  Required  Lenders,  in the case of a Killington  Project  Lien, at the
instruction  of the  Killington  Required  Lenders and in the case of a Mt. Snow
Project Lien, at the instruction of the Mt. Snow Required Lenders) to compel the
prosecution  of an action for the  foreclosure of such Lien by the lienor and to
pay the amount of any judgment in favor of such lienor with interest,  costs and
allowances.  Upon  request by the  Administrative  Agent,  GSRP shall pay to the
Administrative  Agent, or to any other Person  designated by the  Administrative
Agent, the amount of all payments made by the  Administrative  Agent as provided
above and all costs,  expenses and liabilities  (including,  without limitation,
attorneys'  fees and  disbursements)  incurred  by the  Administrative  Agent in
connection  therewith,  together with interest  thereon at the Default Rate from
the date paid or incurred by the Administrative Agent until the date so paid to,
or as directed by, the Administrative Agent. To the extent permitted by law, the
Administrative  Agent shall thereupon be subrogated to the rights of such lienor
and any such payments made by the Administrative  Agent pursuant to this Section
3.8 shall be secured by the Collateral.



<PAGE>





          3.9 USE OF THE PROJECTS; VOTING RIGHTS OF GSRP 

         3.9      Use of the Projects; Voting Rights of GSRP.

                  (a)  Use  of  the  Projects  Generally.  GSRP  shall  not,  as
         Declarant,  Quartershare  Interest  owner,  Residential  Unit  owner or
         Commercial  Unit  owner,  without  the  prior  written  consent  of the
         Administrative Agent,

                           (i) request or  otherwise  initiate or consent to any
                  zoning  classification  or  reclassification  of  any  of  the
                  Projects or the adoption, issuance, imposition or amendment of
                  any other law, ordinance,  rule, regulation,  order, judgment,
                  injunction   or  decree   relating  to  the  use,   occupancy,
                  operation,  development,  disposition  or design of any of the
                  Projects  which  would  limit  the  use  of  the  Quartershare
                  Interests,  Residential  Units or Commercial Units in a manner
                  that materially reduces their Fair Market Value,

                           (ii) request or otherwise  initiate or consent to the
                  annexation  of any part of any of the  Projects by or into any
                  municipality or other governmental or quasi-governmental unit,

                           (iii) execute,  file or record any  subdivision  plat
                  affecting any of the Projects  (other than as  contemplated in
                  the Plans or other than  pursuant  to a request of a purchaser
                  of a Commercial Unit to subdivide the Commercial Unit being so
                  purchased  or  other  than in  respect  of an  amendment  to a
                  Declaration  for the purpose of submitting any Project to such
                  Declaration) or request or otherwise  initiate,  consent to or
                  acquiesce  in any  subdivision  of any Project  (other than as
                  contemplated  and  provided  for  in the  Declarations  or the
                  Plans),

                           (iv)  enter  into,  consent  to or  otherwise  cause,
                  permit  or  suffer  any  Project  to  become  subject  to  any
                  covenant,   agreement  or  other  arrangement  restricting  or
                  limiting  the  use,  occupancy,   operation,   development  or
                  disposition thereof (other than any covenant of this Agreement
                  or the other Security  Documents,  the  Declarations,  and the
                  CCR's),

                           (v)  materially  and  substantially   modify,  alter,
                  remove or improve any of the Common Elements without the prior
                  written  consent of the  Administrative  Agent (except for the
                  creation of  additional  common  elements  and limited  common
                  elements  resulting from the  construction  and development of
                  the Residential  Units,  Commercial  Units and the Projects in
                  accordance with the Plans),

                           (vi) maintain the Quartershare Interests, Residential
                  Units or Commercial Units owned by it for lease or as a rental
                  project (except as expressly permitted in the Declarations),

                           (vii) add or withdraw  real  Property from any of the
                  Projects or create  additional club  interests,  club units or
                  commercial  units  beyond  those  existing  or planned  for in
                  accordance  with,  and pursuant to, the  Declarations  and the
                  Plans, or

                           (viii)   permit   the   Quartershare   Interests   or
                  Residential  Units to be used for other than for  nonpermanent
                  residential purposes.

                  (b) Use by Public.  GSRP shall not cause, permit or suffer any
         Project  to be  used  by the  public  without  restriction  (except  as
         required by applicable law or as otherwise provided with respect to the
         Commercial Units, the Declarations and the CCR's) or in any manner that
         might tend to impair  GSRP's  right,  title and  interest in and to the
         Projects or in any manner that might make possible any claim of adverse
         usage or  adverse  possession  by the  public or any  claim of  implied
         dedication of all or any part of the Projects.

                  (c) Voting Rights.  GSRP hereby  appoints and  constitutes the
         Administrative  Agent  as its  attorney-in-fact  (with  full  power  of
         substitution)  to exercise all of its voting  rights  pertaining to any
         Quartershare Interest, Residential Unit and/or Commercial Unit owned by
         GSRP or in which GSRP has an interest  giving rise to the right to vote
         (whether  as  Declarant,  as a holder of any  Quartershare  Mortgage or
         otherwise).  This power of  attorney is coupled  with an  interest  and
         shall be irrevocable  for so long as any  Obligations are owing by GSRP
         to the any Lender. This power of attorney may be used from time to time
         in the sole discretion of the Administrative Agent if there shall exist
         an Event of Default, or a material casualty or a material  condemnation
         or taking (as  contemplated  in Section  3.6(b)(i)  hereof)  shall have
         occurred with respect to the Projects or any part thereof.  GSRP agrees
         to  execute,   from  time  to  time,   such  other   documents  as  the
         Administrative  Agent may request (including,  without limitation,  the
         form of proxy substantially in the form of Exhibit F to this Agreement;
         which proxy  shall,  at the  request of the  Administrative  Agent,  be
         periodically  renewed)  and  file the same  with the  Secretary  of the
         applicable Association in accordance with such Association's By-Laws.

                  If any voting rights pertaining to any Quartershare  Interest,
         Residential Unit and/or  Commercial Unit owned by GSRP or in which GSRP
         has an interest giving rise to the right to vote (whether as Declarant,
         as  a  holder  of  a  Quartershare  Mortgage  or  otherwise)  shall  be
         exercisable  pursuant to a written ballot distributed by the applicable
         Association  in  accordance  with  the  terms  of the  By-Laws  of said
         Association,  GSRP agrees to  exercise  its right to vote in respect of
         such written ballot in accordance with the rights of the Administrative
         Agent under the first  paragraph of this Section 3.9(c) as if the proxy
         referred to therein were  directly  applicable  to such written  ballot
         (any provision in said By-Laws to the contrary  notwithstanding) and to
         promptly  give the  Administrative  Agent  written  notice  of any such
         written  ballot if the  Administrative  Agent shall then be entitled to
         exercise the voting rights in respect thereof.

                  If any voting rights pertaining to any Quartershare  Interest,
         Residential Unit and/or  Commercial Unit owned by GSRP or in which GSRP
         has an interest giving rise to the right to vote (whether as Declarant,
         as  a  holder  of  a  Quartershare  Mortgage  or  otherwise)  shall  be
         exercisable  pursuant  to the  attendance  by GSRP at a meeting  of the
         members of the applicable  Association in accordance  with the terms of
         the By-Laws of such  Association,  GSRP agrees to exercise its right to
         vote in respect of such attendance in accordance with the rights of the
         Administrative  Agent under the first  paragraph of this Section 3.9(c)
         as if the proxy  referred to therein were  directly  applicable to such
         meeting (any provision in said By-Laws to the contrary notwithstanding)
         and to promptly give the  Administrative  Agent  written  notice of its
         intention to attend any such meeting if the Administrative  Agent shall
         then be entitled to exercise the voting rights in respect thereof.

                  Except with the prior  written  consent of the  Administrative
         Agent,   GSRP  shall  not  propose  or  vote  for  or  consent  to  any
         modification of, or amendment to, any Declaration or any  Association's
         Articles  of   Incorporation  or  By-Laws  which  could  have  (in  the
         reasonable  sole opinion of the  Administrative  Agent or the Steamboat
         Required  Lenders,  in the case of the Steamboat  Project,  the Canyons
         Required  Lenders,  in the case of the Canyons Project,  the *Sugarbush
         Required Lenders, in the case of the *Sugarbush Project, the *Sugarloaf
         Required Lenders in the case of the *Sugarloaf Project, the Jordan Bowl
         Required Lenders, in the case of the Jordan Bowl Project,  the Attitash
         Required Lenders,  in the case of the Attitash Project,  the Killington
         Required  Lenders,  in the case of the  Killington  Project and the Mt.
         Snow Required Lenders,  in the case of the Mt. Snow Project) a material
         adverse  effect on the  Collateral  in respect  of such  Project or the
         operation  or  prospects  of such  Project.  In  each  case  under  any
         Declaration  and/or any  Association's  Articles  of  Incorporation  or
         By-Laws in which the  consent or the vote of a holder of a mortgage  in
         respect  of  the  Quartershare  Interests,   Residential  Units  and/or
         Commercial  Units  (including  any  such  case in which  GSRP  would be
         considered  to be a holder of a mortgage by virtue of any  Quartershare
         Mortgage) is provided for or is required, or in which GSRP's consent is
         required  (as  Declarant  or as an  owner of a  Quartershare  Interest,
         Residential  Unit or Commercial  Unit or as a vendor or mortgagee)  for
         any proposed  action,  GSRP shall not vote or give such consent without
         obtaining the prior written consent of the Administrative Agent if such
         action (in the  reasonable  sole opinion of the  Administrative  Agent)
         could  have  an  material  adverse  effect  on  the  Collateral  or the
         operation or prospects of any Project.



<PAGE>





          3.10 OTHER QUARTERSHARE COVENANTS 

         3.10     Other Quartershare Covenants.

                  (a) Access. With respect to the consummation of each sale of a
         Quartershare  Interest in respect of any Project to a Purchaser under a
         Contract,  GSRP shall cause the owner of such Quartershare  Interest to
         have access to a publicly  dedicated road within such Project and shall
         cause all private roadways and parking lots or areas in each Project to
         be Common  Elements in respect of such  Quartershare  Interest,  as the
         case may be, under the applicable Declaration.

                  (b) Utilities.  With respect to the  consummation of each sale
         of a  Quartershare  Interest  in respect of any  Project to a Purchaser
         under a Contract,  GSRP shall cause electric,  sewer, and water service
         and other  necessary  utilities to be available to such Project and the
         Residential  Units for such Project in  sufficient  capacity to service
         the  same and  shall  pay,  or cause to be paid,  all tap fees or other
         connection charges in respect thereof).

                  (c) Use of Amenities. With respect to the consummation of each
         sale  of a  Quartershare  Interest  in  respect  of  any  Project  to a
         Purchaser  under  a  Contract,  GSRP  shall  cause  the  owner  of such
         Quartershare  Interest  to have  access  to, and the use of, all of the
         amenities  and  public  utilities  relating  to such  Project  and such
         Quartershare  Interest (consistent with the contractual  provisions and
         rules and  regulations  existing  with  respect to such  amenities  and
         public utilities).

                  (d) Timeshare  Regimen.  With respect to the  consummation  of
         each sale of a  Quartershare  Interest  in respect of any  Project to a
         Purchaser under a Contract, GSRP shall do all things necessary in order
         to preserve the  condominium  and  quartershare  regimens in respect of
         such Quartershare Interest.

                  (e) Local Legal Compliance. GSRP shall comply, and shall cause
         each Project and the Quartershare  Interests and the Residential  Units
         and  Commercial  Units  relating  to such  Project to comply,  with all
         applicable   restrictive   covenants,   zoning,  design  and  land  use
         ordinances and building codes, all applicable  health and environmental
         laws  and  regulations  and  all  other   applicable  laws,  rules  and
         regulations  and  all  approvals,  consents  and  licenses  (including,
         without limitation,  the CCR's); and GSRP shall use its best efforts to
         obtain  all  certificates  of  occupancy  in  respect  of the  use  and
         operation of each Project and the Residential  Units and the Commercial
         Units relating  thereto as promptly as possible after the completion of
         the construction of such Project, and GSRP shall keep such certificates
         in full force and effect.

                  (f) Registration Compliance.  GSRP shall maintain, or cause to
         be  maintained,  all necessary  consents,  franchises,  approvals,  and
         exemption certificates in connection with, and GSRP will make, or cause
         to be made, all  registrations  or declarations  with any government or
         any agency or  department  thereof  required in  connection  with,  the
         occupancy, use and operation of each Project and the marketing and sale
         of the  Quartershare  Interests  and/or the  Commercial  Units relating
         thereto.

                  (g) Records.  GSRP shall maintain  accurate and complete files
         relating  to the  Contracts,  the  Quartershare  Notes  and  the  other
         Collateral to the reasonable  satisfaction of the Administrative Agent,
         and such files will contain copies of each Contract, Quartershare Note,
         Quartershare   Mortgage,   all  relevant  credit  memoranda,   and  all
         collection information and correspondence in respect thereof.

                  (h) Forms of Project  Documents.  Instruments in substantially
         the form of the Contract,  the form of statement of  rescission  rights
         required by the law of the State in which the Project is located or the
         law of any of the Applicable  States, and the form of other instruments
         and  documents  related  thereto,  in each  case in form and  substance
         acceptable to the  Administrative  Agent, shall be used by GSRP for all
         purchase and sale  transactions of Quartershare  Interests  consummated
         during the Commitment Period.  GSRP shall not materially modify,  amend
         or  otherwise  alter  any  of the  terms  of  such  forms  without  the
         Administrative Agent's prior written consent, except as may be required
         by  any  regulatory  agency  or  applicable  law.  Notwithstanding  the
         Administrative  Agent  and/or  Lenders'  review  and  determination  of
         acceptability,  if any, of such forms,  GSRP shall remain solely liable
         for all  aspects  of such  forms and their use;  any  determination  of
         acceptability,  if  any,  by the  Administrative  Agent  or any  Lender
         relating to such forms shall only be for the Administrative Agent's and
         each  Lender's  benefit and no other  Person  shall be entitled to rely
         thereon in any manner.

                  Instruments  in  substantially  the  form of the  Quartershare
         Note, the form of the  Quartershare  Mortgage,  the form of the special
         warranty deed, the form of the Truth-in-Lending  Statement and the form
         of the other instruments and documents  related thereto,  that, in each
         case,  are  in  form  and  substance   reasonably   acceptable  to  the
         Administrative  Agent  and the  Lenders,  shall be used by GSRP for all
         sales of  Quartershare  Interests which may be closed after the Closing
         Date and for so long as any Obligation remains outstanding.  GSRP shall
         not materially  modify,  amend or otherwise  alter such forms or any of
         the  terms of such  forms  without  the  Administrative  Agent's  prior
         written consent,  except as may be required by any regulatory agency or
         applicable  law.  Notwithstanding  the  Administrative  Agent's  or any
         Lender's review and  determination  of  acceptability,  if any, of such
         forms,  GSRP shall remain  solely  liable for all aspects of such forms
         and their use;  any  determination  of  acceptability,  if any,  by the
         Administrative Agent or any Lender relating to such forms shall only be
         for the  Administrative  Agent's and the Lenders'  benefit and no other
         Person shall be entitled to rely thereon in any manner.

                  (i)  Payments  on  Validated   Contracts  and  Other  Purchase
         Agreements. GSRP, except as specifically consented to in writing by the
         Administrative  Agent,  shall not grant any  extensions of time for the
         payment of, compromise for less than the full face value of, release in
         whole or in any part any Person  liable for the payment  of,  allow any
         credit  whatsoever  except for the  amount of cash to be paid upon,  or
         otherwise  modify or amend,  any  Validated  Contract  or any  purchase
         contract in respect of any Commercial Unit.

                  (j)   Property-Related   Contracts.   Except  as  required  by
         applicable law, GSRP shall not materially  modify or amend, or (subject
         to  the  rights  and   obligations  of  the   Associations   under  the
         Declarations  or  the  Articles  of  Incorporation  or  By-Laws  of the
         Associations) permit to be materially modified or amended, any material
         Property-Related  Contract  without  the prior  written  consent of the
         Administrative Agent, which consent shall not be unreasonably withheld,
         or enter  into,  or  (subject  to the  rights  and  obligations  of the
         Associations  under the  Declaration  or Articles of  Incorporation  or
         By-Laws  of the  Associations)  permit  to be  entered  into,  any  new
         material Property-Related Contract without the prior written consent of
         the  Administrative  Agent,  which  consent  shall not be  unreasonably
         withheld. GSRP shall perform all of its obligations in a timely fashion
         under each Property-Related Contract.

                  (k)  Undertaking.  GSRP shall perform each and every covenant,
         agreement,  and  undertaking  applicable to GSRP (whether as Declarant,
         owner of a Quartershare  Interest,  Residential Unit or Commercial Unit
         or otherwise)  under the Declarations and the Articles of Incorporation
         and By-Laws of the Associations.

                  (l) Notices. GSRP shall promptly deliver to the Administrative
         Agent copies of each written  notice or request,  financial  statement,
         budget or other  information  received by GSRP under or with respect to
         the Declarations and/or the Articles of Incorporation or By-Laws of the
         Associations,  whether  in  its  capacity  as  Declarant,  owner  of  a
         Quartershare Interest, Residential Unit or Commercial Unit, holder of a
         mortgage, deed of trust or other security interest or otherwise.

                  (m)  Quartershare  Interests.  GSRP shall  subject each of the
         Residential  Units to the "quartershare  interest" regime  contemplated
         under each of the Declarations. It is the intention of GSRP to hold for
         sale not less than  2,048  Quartershare  Interests  in  respect  of 512
         Residential  Units in the Projects.  Each Residential Unit shall have a
         full  kitchen  or  kitchenettes,  a dining  area  and a video  cassette
         player. Each Project shall have a grand ballroom,  a conference room, a
         restaurant,  a three-level  atrium lobby,  retail space,  a health club
         with an outdoor pool and other recreational  amenities.  GSRP shall use
         its best efforts to cause each of the following Projects to be accepted
         by Resorts Condominium International,  Inc. into its timeshare exchange
         program and to maintain  itself and such  projects in good  standing as
         participants in such timeshare  exchange program:  Jordan Bowl Project,
         Attitash  Project,  Killington  Project,  Mt. Snow  Project,  Steamboat
         Project, *Sugarloaf Project, Canyons Project and *Sugarbush Project.



<PAGE>





          3.11 PROTECTION OF COLLATERAL; ASSESSMENTS; REIMBURSEMENT 

         3.11     Protection of Collateral; Assessments; Reimbursement.

         All  Insurance  Premiums  and  all  expenses  of  protecting,  storing,
warehousing,  insuring,  handling,  maintaining and shipping the Collateral, any
and all  Impositions on any of the Collateral or in respect of the sale or other
disposal  thereof  shall  be  borne  and paid by GSRP or GSRP  shall  cause  the
Associations  or any manager  retained by it to pay the same, as provided for in
the  Declarations  and/or  the  Articles  of  Incorporation  or  By-Laws  of the
Associations.  GSRP shall promptly pay, as the same become due and payable,  its
share of all Insurance  Premiums,  expenses,  Impositions  and/or assessments as
required by the Declarations  and/or the Articles of Incorporation or By-Laws of
the  Associations.  If GSRP  shall  fail to pay,  or cause to be paid,  any such
Insurance Premiums, expenses, Impositions and/or assessments, the Administrative
Agent may, at GSRP's expense, pay the same.

         If,  by  reason  of any  suit or  proceeding  of any  kind,  nature  or
description  against  GSRP,  or by GSRP or any  other  party  against  any other
Person,  or by  reason  of  any  other  facts  or  circumstances,  which  in the
Administrative  Agent's or any Lender's sole  discretion  makes it advisable for
such  Person  to  seek  counsel  for  the  protection  and  preservation  of the
Collateral,  or to defend its own interest, such expenses and counsel fees shall
be allowed to such Person and borne and paid by GSRP.



<PAGE>





          3.12 INTEREST ON LENDER PAID EXPENSES 

         3.12     Interest on Lender Paid Expenses.

         All sums paid or  incurred  by the  Administrative  Agent or any Lender
under  this  Section  3, and any and all other  sums for which  GSRP may  become
liable hereunder,  and all costs and expenses  (including payments to other Lien
holders  and  attorneys'  fees,  legal  expenses  and  court  costs)  which  the
Administrative  Agent or any Lender may incur in  enforcing  or  protecting  its
Liens on, or rights  and  interest  in, the  Collateral  or any of its rights or
remedies under this  Agreement or any other  Security  Document or in respect of
any of the transactions  contemplated  herein or therein shall (a) be considered
as additional  indebtedness  owing by GSRP to the  Administrative  Agent or such
Lender hereunder and, as such, shall be secured by all of the Collateral and (b)
accrue interest at the Default Rate from the date paid or incurred until paid in
full by GSRP.



<PAGE>





          3.13 LENDER RESPONSIBILITY 

         3.13 Lender  Responsibility.  Neither the Administrative  Agent nor any
Lender  shall be (a)  obligated  or  responsible  for, the payment of any of the
amounts or sums referred to in this Section 3, or (b) liable or  responsible  in
any way for the  safekeeping  of any of the Collateral or for any loss or damage
thereto.



<PAGE>





          3.14 VERIFICATION OF CONTRACTS 

         3.14  Verification of Contracts.  Upon prior  notification to GSRP, the
Administrative  Agent may contact any  Purchaser in order to verify the Contract
to which such Purchaser is a party and GSRP shall render such  assistance to the
Administrative  Agent in connection  therewith as the  Administrative  Agent may
reasonably request.



<PAGE>





          3.15 RELEASE OF LIEN ON QUARTERSHARE  INTEREST,  RESIDENTIAL UNITS AND
COMMERCIAL UNITS 

     3.15 Release of Lien on Quartershare Interests and Commercial Units.

                  (a) Release for Quartershare  Interests and Commercial  Units.
         the  Administrative  Agent agrees to execute and deliver to GSRP or its
         escrowee the documents referred to below pursuant to which the security
         interest  and Lien in and to any  Quartershare  Interest or  Commercial
         Unit in any Project created by this Agreement, the Blanket Mortgages or
         any other  Security  Document  will be released if, but only if, all of
         the following conditions shall have been fully satisfied:

                           (i) such Quartershare  Interest or Commercial Unit in
                  such  Project is being sold in the  ordinary  course of GSRP's
                  business,

                           (ii)  the  full  Release  Price  in  respect  of such
                  Quartershare Interest or Commercial Unit in such Project shall
                  have  been  paid to the  Administrative  Agent or its agent in
                  good, collected funds;

                           (iii) a request, substantially in the form of Exhibit
                  G attached  hereto,  shall have been completed and executed by
                  GSRP and submitted to the Administrative Agent not less than 2
                  Business  Days in advance of the date on which GSRP desires to
                  obtain such release; and

                           (iv) a partial release of mortgage  substantially  in
                  the form of Exhibit H attached  hereto,  and a partial release
                  of security  interest,  substantially in the form of Exhibit I
                  attached  hereto,  in each case,  in respect of such  Project,
                  shall  have  been  completed  by  GSRP  and  submitted  to the
                  Administrative Agent with the aforesaid request.

         GSRP shall bear the  responsibility  of recording any and all documents
         executed by the Administrative Agent under this Section. GSRP shall pay
         all escrow costs and  recording  and transfer  costs in respect of such
         documents.  GSRP shall  establish  an escrow in respect of any  release
         under  this  Section.   the  Administrative  Agent  shall  deposit  the
         documents  to be  executed  by it pursuant to clause (iv) above in such
         escrow if, but only if,

                           (1) the documentation  establishing such escrow is in
                  form and substance  satisfactory to the  Administrative  Agent
                  and  such  documentation  shall  have  been  submitted  to the
                  Administrative   Agent  together  with  the  written   request
                  referred to in clause (ii) above,

                              (2) the escrowee  under such escrow  documentation
                    is satisfactory to the Administrative Agent,

                           (3)   such   escrow   documentation   provides   that
                  simultaneously  with  the  release  from  such  escrow  of the
                  documents  referred to in clause (iv) above, the Release Price
                  in respect of such  Quartershare  Interest or Commercial  Unit
                  for such  Project to be so released  shall have been wired via
                  Federal Reserve Bank wire (in immediately  available funds) to
                  the Administrative Agent and a confirmation of such wire shall
                  have been obtained,

                           (4) such  escrow  documentation  provides  that  such
                  escrow  will be  consummated  within  5  Business  Days of the
                  Administrative  Agent's  depositing of such release  documents
                  therein or such  release  documents  shall be  returned to the
                  Administrative Agent by the escrowee of such escrow, and

                           (5)  at  the   time   of  the   depositing   of  such
                  documentation  into  such  escrow,  all of the  conditions  in
                  clauses   (ii)  through  (iv)  above  shall  have  been  fully
                  satisfied.

                  (b) Full Release of Collateral and Blanket Mortgages. Upon the
         full,  final  and  indefeasible  payment  of all  Obligations  and  the
         termination of the Commitment Period,  the  Administrative  Agent shall
         release  its  security  interests  and Liens in and to the  Collateral,
         shall execute in favor of GSRP any UCC release or termination statement
         in respect thereof, shall release the Blanket Mortgages,  Assignment of
         Rents and any other recorded  Security  Document and shall reassign and
         deliver  to GSRP all  Contracts  and the other  Collateral  then in the
         physical  possession of the Administrative  Agent or its agent (without
         recourse and without  representations  or warranties of any kind). GSRP
         shall bear all out-of-pocket  expenses (including,  without limitation,
         legal fees and disbursements of the Administrative Agent) in connection
         with such release,  reassignment and delivery.  All such release and/or
         termination  documentation  shall  be  reasonably  satisfactory  to the
         Administrative Agent, the Lenders and their counsel.



<PAGE>





          3.16 NONDISTURBANCE AGREEMENTS 

         3.16     Nondisturbance Agreements.

         Anything  contained  herein  to  the  contrary   notwithstanding,   the
Administrative  Agent and the Lenders  hereby  agree to do, or cause to be done,
each of the following:

                  (a) the  Administrative  Agent shall subordinate its Liens and
         security interests in and to each Construction  Project to the Lien and
         terms of the  Declaration,  the Resort Map, and the Common Elements for
         such  Construction  Project  and  to  the  rights  of  any  owner  of a
         Quartershare  Interest or Commercial Unit in such Construction  Project
         and the Association under such Declaration if

                           (i) such  Declaration  and Resort Map are in form and
                  substance   satisfactory  to  the  Administrative   Agent  and
                  satisfactory to the Steamboat Required Lenders, in the case of
                  the Steamboat Declaration and Resort Map, the Canyons Required
                  Lenders,  in the case of the  Canyons  Declaration  and Resort
                  Map,  the  *Sugarbush  Required  Lenders,  in the  case of the
                  *Sugarbush  Declaration  and  Resort  Map and  the  *Sugarloaf
                  Required  Lenders,  in the case of the *Sugarloaf  Declaration
                  and Resort Map;

                              (ii) no  Default  or Event of  Default  shall then
                    exist;

                           (iii) such Declaration and Resort Map shall have been
                  recorded in the applicable recording offices;

                           (iv)  the  instrument  of   subordination   shall  be
                  substantially  in the form  thereof  set  forth in  Exhibit  J
                  hereto;

                           (v)  a  title  insurance  endorsement  to  the  Title
                  Insurance Policy {Blanket} in form and substance  satisfactory
                  to the  Administrative  Agent and the Required  Parties  shall
                  have been  delivered to the  Administrative  Agent whereby the
                  effective  date of the Title  Insurance  Policy  {Blanket} for
                  such  Construction  Project shall be extended through the date
                  of  such  instrument  of  subordination,   which  contains  no
                  exclusions   and/or    exceptions    unsatisfactory   to   the
                  Administrative  Agent or the Required  Parties  (including the
                  removal  of  any   exceptions  or  exclusions  in  respect  of
                  mechanic's, materialmen's or laborer's liens or any exceptions
                  in  respect  of the  failure  to  deliver  a  current  survey,
                  provided that any exclusions or exceptions previously approved
                  by  the   Lenders   shall  be  deemed   satisfactory   to  the
                  Administrative  Agent and the appropriate Required Parties (as
                  referred to above) and any Lien which (in the sole  opinion of
                  such  Required  Parties)  shall  not have a  material  adverse
                  effect upon GSRP, such Construction  Project or the Collateral
                  shall be deemed to be  satisfactory)  and in  respect of which
                  all premiums shall have been paid;

                           (vi)  the   Blanket   Mortgage  in  respect  of  such
                  Construction  Project constitutes a first priority Lien in and
                  to all unsold  Quartershare  Interests,  Residential Units and
                  Commercial Units in such Construction Project and all payments
                  under the Host  Company  Lease  Agreement  in  respect of such
                  Construction  Project  shall  continue  to be  assigned to the
                  Administrative Agent under such Blanket Mortgage and under the
                  Assignment  of Rents in respect of such  Construction  Project
                  and all payments in respect  thereof shall continue to be made
                  directly to the Administrative Agent;

                           (vii) the Administrative  Agent shall have received a
                  satisfactory  legal  opinion  from  counsel  to GSRP as to the
                  effectiveness   of   such   Declaration   to   establish   the
                  "quartershare interest" regime in respect of such Construction
                  Project,  the continued  validity and  enforceability  of this
                  Agreement,  such  Blanket  Mortgage  and  the  other  Security
                  Documents and such other matters as the  Administrative  Agent
                  or the Required Parties may reasonably request; and

                           (viii)  GSRP shall have paid for all of the costs and
                  expenses incurred by the Administrative  Agent and the Lenders
                  in connection  with the  preparation  and  recordation of such
                  instrument of subordination  (including,  without  limitation,
                  attorney's fees and expenses); and

                  (b) if the  Administrative  Agent or any Lender shall  acquire
         all or any Common  Elements in any  Construction  Project or any of the
         rights of any Association in any Construction Project in respect of any
         management contract, marketing contract,  maintenance contract, utility
         contract,  security  contract,  other  servicing  contract,   licensing
         contract,  Project Document or other similar  contract  pursuant to the
         rights and remedies provided for herein, in the Blanket Mortgages or in
         any other Security Document,  the  Administrative  Agent or such Lender
         shall take such Common Elements or such rights subject to the rights of
         owners of the  Quartershare  Interests and the owners of the Commercial
         Units in and to such Construction  Project and subject to the rights of
         the  Association  for such  Project  and shall not  interfere  with the
         rights  of such  owners or such  Association,  as  provided  for in the
         Declaration and the other Project Documents.



<PAGE>





          3.17 FILING OF DECLARATIONS; INCORPORATION OF ASSOCIATIONS 

         3.17     Filing of Declarations; Incorporation of Associations.

         Notwithstanding  anything to the contrary contained herein,  GSRP shall
cause the  Declaration  and the  Resort Map of each  Construction  Project to be
recorded in the applicable recording offices with respect thereto not later than
October  31,  1999 ([a  date to be  determined]  in the  case of the  *Sugarbush
Project or the *Sugarloaf Project). Upon the recording of each such Declaration,

                  (a) GSRP shall undertake to assist the Administrative Agent in
         (i) recording an assignment of GSRP's rights (but not  obligations)  as
         developer and declarant under each such  Declaration,  which assignment
         shall be  substantially in the form of Exhibit K-1, K-2, K-3, K-4, K-5,
         K-6 or K-7  hereof,  as the case  may be,  and (ii)  filing  the  proxy
         referenced in Section 3.9(c) above with the Secretary of the applicable
         Association, and

                  (b)  GSRP  shall  deliver  to the  Administrative  Agent  duly
         recorded copies of each such Declaration.

         Notwithstanding  anything to the contrary contained herein,  GSRP shall
cause  each  Association  in  respect  of each  Construction  Project to be duly
incorporated  under  the laws of the State in which the  applicable  Project  is
located not later than October 31, 1999 ([a date to be  determined]  in the case
of the  *Sugarloaf  Project]  and [a date to be  determined]  in the case of the
*Sugarbush Project]). Upon the effecting of each such incorporation,  GSRP shall
have  delivered  to  the  Administrative  Agent,  in  form  satisfactory  to the
Administrative  Agent,  (1)  a  certificate  of  the  Secretary  of  such  State
certifying the due corporate  existence of each such Association,  (2) copies of
recorded  Articles  of  Incorporation  and all  amendments  thereto of each such
Association certified to be true and correct by the Secretary of such State, and
(3) copies of the  By-Laws  of each such  Association  certified  to be true and
correct by a senior officer of GSRP. Said Articles of Incorporation  and By-Laws
shall be  reasonably  satisfactory  to the  Required  Parties  in both  form and
substance.



<PAGE>





          3.18 NOTE PURCHASE AGREEMENT

         3.18     Note Purchase Agreement.

         GSRP shall  irrevocably  direct  the  "buyer"  under the Note  Purchase
Agreement to pay all amounts owing to GSRP directly to the Administrative  Agent
to the extent of payments  required  to be made by GSRP  pursuant to Section 2.5
hereof.  Otherwise,  all other  amounts  owing to GSRP  under the Note  Purchase
Agreement shall be paid to GSRP. For the avoidance of doubt,  GSRP  acknowledges
that all amounts owing to it under the Note Purchase  Agreement shall be paid to
the Administrative  Agent if a Default or Event of Default shall exist, all such
amounts to be deposited into the Cash Collateral Account.

         GSRP agrees that the Note Purchase  Agreement will be in full force and
effect no later than October 31, 1998.



<PAGE>





          3.19 NOTE PURCHASE AGREEMENT 

         3.19     LSA I Retainages.

         GSRP agrees that any construction  contract  retained payments that may
be owing in respect of any of the 1997  Projects  and that would have  otherwise
been  funded  under LSA I will be  directly  funded and paid by GSRP,  when they
become due and payable.

4.       REPRESENTATIONS AND WARRANTIES AND COVENANTS

         As an  inducement  to the Lenders to make the Loan,  GSRP  warrants and
represents,  as of the date hereof, and covenants to the Lenders as follows (any
qualification to any representation made in Section 4 of LSA I in respect of any
of the 1997 Projects is hereby  incorporated herein by reference with respect to
the parallel representation set forth below):


<PAGE>





          4.1 SUBSIDIARIES AND CAPITAL STRUCTURE 


         4.1      Subsidiaries and Capital Structure.

         GSRP owns no Voting Equities in any Person. The Parent owns 100% of the
Voting  Equity of GSRP.  Schedule  9 to this  Agreement  states the name of each
Affiliate of GSRP and the nature of the  affiliation.  Schedule 9 also describes
the equity ownership of each Host Company.



<PAGE>





          4.2 CORPORATE MATTERS 

         4.2      Corporate Matters.

         GSRP

                    (a) is a corporation duly organized, validly existing and in
          good standing under the laws of the State of Maine;

                  (b)  has  all  requisite   company  power  and  authority  and
         necessary  licenses  and permits to own,  construct  and  operate  each
         Project and to carry on its business as now conducted and  contemplated
         to be conducted in the future; and

                  (c) has duly  qualified  and is authorized to do business as a
         foreign  corporation  in each  jurisdiction  where the character of its
         Properties  or the nature of its  activities  makes such  qualification
         necessary or desirable.



<PAGE>





          4.3 BUSINESS AND PROPERTY 

         4.3      Business and Property.

         Schedule 10 to this Agreement correctly describes the general nature of
the  businesses and  Properties  (including all owned real Property,  leases and
leasehold  interests) of GSRP.  Except as set forth on Schedule 10, GSRP has not
changed  its name or  acquired  all or  substantially  all of the  assets of any
Person.  The Projects are GSRP's sole operating  assets.  The  construction  and
development  of each Project and the proposed  operation of each Project has not
caused,  and there have not been,  any  public  demonstrations  in  respect  of,
injunctions obtained against,  legislation or ordinances passed or introduced to
regulate or restrict,  or any  governmental  administrative  action  directed at
preserving any species or any natural  resources that may be adversely  affected
by, such construction, development or proposed operation.



<PAGE>





          4.4, 7.14 FINANCIAL STATEMENTS 

         4.4      Financial Statements.

         The  financial  statements of GSRP set forth on Schedule 11 hereto have
been  delivered  to each Lender and,  except as set forth on said  Schedule  11,
present  fairly the financial  position of GSRP as at the date set forth on said
Schedule  and the  results  of its  operations  for the period set forth on said
Schedule.  GSRP intends to engage in no other  business other than the ownership
and  operation  of each  Project  and the  sale of  Quartershare  Interests  and
Commercial Units in respect thereof.

         The  financial  statements  of each of the Host  Companies set forth on
Schedule 11 hereto have been  delivered to each Lender and,  except as set forth
on said Schedule 11, present fairly the financial  position of such Host Company
as at the date set forth on said Schedule and the results of its  operations for
the period set forth on said Schedule.



<PAGE>





          4.5 FULL DISCLOSURE 

         4.5      Full Disclosure.

         Neither this  Agreement nor any written  statement  made by GSRP or any
Affiliate in connection with this transaction contains any untrue statement of a
material  fact or  omits a  material  fact  necessary  to  make  the  statements
contained  herein or therein not misleading.  There is no fact which GSRP or any
Affiliate has not disclosed to the Lenders in writing which  materially  affects
adversely or, so far as GSRP can now foresee,  will materially  affect adversely
the Property, business, prospects, profits or condition (financial or otherwise)
of GSRP or the ability of GSRP to perform its Obligations  under this Agreement,
the Notes or the other Security Documents.



<PAGE>





          4.6 PENDING LITIGATION 

         4.6      Pending Litigation.

         Except  as set forth in  Schedule  12 to this  Agreement,  there are no
proceedings  pending,  or to  the  knowledge  of  GSRP  threatened,  against  or
affecting  GSRP,  any  Affiliate  or any  Project  in any  court or  before  any
governmental authority or arbitration board or tribunal (a) which either involve
the  possibility of materially and adversely  affecting the Property,  business,
prospects,  profits or condition (financial or otherwise) of GSRP or the ability
of GSRP to perform its obligations under this Agreement,  the Notes or the other
Security  Documents  or (b) in respect  of which more than  $50,000 is sought in
damages.  Neither  GSRP nor any  Affiliate  nor any  Project is in default  with
respect to any order of any court,  governmental  authority,  quasi-governmental
authority or arbitration board or tribunal.



<PAGE>





          4.7 TITLE TO PROPERTIES; ENVIRONMENTAL STATUS 

         4.7      Title to Properties; Environmental Status.

         GSRP has good and  marketable  title in fee simple  (or its  equivalent
under  applicable  law) to all the real  Property  which it purports to own free
from Liens  except as set forth on  Schedule 4 to this  Agreement,  and has good
title to, and is the sole owner of, all personal  Property  which it purports to
own (including,  without  limitation,  the personal  Property  constituting  the
Collateral),  which personal Property is free from all Liens except as set forth
on Schedule 4 to this  Agreement.  Except as set forth on Schedule 13 hereto and
except for the Host Company  Lease  Agreements  and the  Beneficial  Improvement
Agreements, the Projects are not subject to any leases or similar agreements.

         The Projects are not under  investigation  with respect to, and are not
in violation of, any  Environmental  Protection  Law. No  proceedings  have been
commenced against,  nor notice received by, GSRP or any Affiliate concerning any
alleged violation of any Environmental Protection Law. The Projects are not, and
have not been,  the subject of any  threatened,  proposed  or actual  cleanup or
other  protective  or  remedial  action  relating to any  Hazardous  Substances,
whether pursuant to any Environmental Protection Law or otherwise.  There are no
Hazardous  Substances in, on, or under any of the Projects,  except as set forth
on Schedule 14 to this Agreement.



<PAGE>





          4.8 TRADEMARKS; LICENSES AND PERMITS 

         4.8      Trademarks; Licenses and Permits.

         GSRP owns or possesses  all of the  trademarks,  service  marks,  trade
names,  copyrights,  franchises  and licenses,  and rights with respect  thereto
necessary for the conduct of its business as now conducted and as proposed to be
conducted, without any known conflict with the rights of others.


<PAGE>





          4.9 TRANSACTION IS LEGAL AND AUTHORIZED 


         4.9      Transaction Is Legal and Authorized.

         The execution and delivery of this  Agreement,  the Notes and the other
Security Documents by GSRP and the grant of the Liens to the Lender with respect
to the  Collateral by GSRP and  compliance by GSRP with all of the provisions of
this Agreement, the Notes and the other Security Documents are:

                  (a)      within the corporate powers of GSRP; and

                  (b) valid and legal acts and will not conflict with, or result
         in any  breach in any of the  provisions  of, or  constitute  a default
         under, or result in the creation of any Lien (except Liens contemplated
         under this Agreement or any other Security  Document) upon any Property
         of  GSRP  under  the  provisions   of,  any   agreement,   articles  or
         organization,  or other instrument to which GSRP is a party or by which
         its Property may be bound.



<PAGE>





          4.10 NO DEFAULTS 

         4.10     No Defaults.

         No Default or Event of Default exists, and there is no violation in any
material  respect of any term of any  agreement,  charter  instrument,  bylaw or
other  instrument  to which  GSRP is a party or by  which  it may be  bound.  No
default or event of default under LSA I exists.



<PAGE>





          4.11 GOVERNMENTAL CONSENT 

         4.11     Governmental Consent.

         Neither  the nature of GSRP nor its  business  or  Properties,  nor any
relationship  between  GSRP  and  any  other  Person,  or  any  circumstance  in
connection  with the execution or delivery of this  Agreement,  the Notes or the
other  Security  Documents,  is  such  as to  require  a  consent,  approval  or
authorization   of,  or  filing,   registration  or   qualification   with,  any
governmental  authority on the part of GSRP,  as a condition  of the  execution,
delivery  or  performance  of this  Agreement,  the Notes or any other  Security
Document.



<PAGE>





          3.7 TAXES 

         4.12     Taxes.

         GSRP is not in default  with respect to the payment of any taxes levied
or  assessed  against it or any of its assets and has not failed to file any tax
return required to be filed by it.



<PAGE>





          4.13 USE OF PROCEEDS 

         4.13     Use of Proceeds.

         The proceeds of Construction Project Advances will be used

                    (a) first, to pay any Loan Costs then due at the time of the
          making of any Project Advance and

                  (b) second, to pay for or otherwise provide for the payment of
         Construction Costs, FF&E Costs and Sales, Marketing & Other Costs.

         The  proceeds of the  Interest  Advances  will be used to pay  interest
accrued  on the Loan and due and  payable  upon the date of the  making  of such
Interest Advances;  cash will not be disbursed by the Lenders in connection with
any Interest Advance.

         The proceeds of each Inventory  Advance in respect of the 1997 Projects
will be used to repay in full the loans made under LSA I in respect  thereof and
to pay  certain  Loan Costs and  commitment  fees.  The  proceeds  of each other
Inventory  Advance  will be used to  repay  in  full  the  Construction  Project
Advances  in  respect of the  Construction  Project  related  to such  Inventory
Advance;  cash will not be disbursed to GSRP by the Lenders in  connection  with
any Inventory Advance.

         None of the transactions contemplated in this Agreement will violate or
result in the violation of Section 7 of the Securities  Exchange Act of 1934, as
amended,  or  any  regulations  issued  pursuant  thereto,  including,   without
limitation,  Regulations  T, U and X of the Board of  Governors  of the  Federal
Reserve System, 12 C.F.R., Chapter II. GSRP does not intend to carry or purchase
any  "margin  security"  within the  meaning of said  Regulation  U. None of the
proceeds  will be used to purchase or carry (or  refinance  any  borrowing,  the
proceeds of which were used to purchase or carry) any "margin  security"  within
the meaning of said Regulation.



<PAGE>





          4.13 COMPLIANCE WITH LAW 

         4.14     Compliance with Law.

         GSRP

                    (a)  is  not  in   violation   of  any   laws,   ordinances,
          governmental rules or regulations to which it is subject; and

                  (b) except as set forth in Schedule 15 hereto,  has not failed
         to obtain  any  licenses,  permits,  franchises  or other  governmental
         authorizations,  or  make or  cause  to be made  any  registrations  or
         declarations  with any  government or agency or  department  thereof or
         quasi-governmental   entity  or  under  the  CCR's,  necessary  to  the
         ownership of its Property or to the conduct of its business;

which  violation  or failure to obtain or register  would  materially  adversely
affect the business,  prospects,  profits,  Property or condition  (financial or
otherwise) of GSRP.



<PAGE>





          4.15 RESTRICTIONS OF GSRP 

         4.15     Restrictions of GSRP.

         Except  with  respect to LSA I, GSRP is not a party to any  contract or
agreement  which  restricts  its  right or  ability  to incur  indebtedness,  or
prohibits the execution of, or  compliance  with,  this  Agreement or any of the
other Security  Documents by GSRP.  GSRP has not agreed or consented to cause or
permit in the future (upon the happening of a contingency  or otherwise)  any of
its  Property  constituting  the  Collateral,  whether  now  owned or  hereafter
acquired,  to be subject to a Lien other than the Liens provided for herein,  in
the other Security Documents and in the Declaration.

         Without limiting the scope of the immediately preceding paragraph, GSRP
qualifies  as a "Real  Estate  Subsidiary"  under,  and as  defined  in, the ASC
Indenture.  The Board of Directors of ASC East, Inc. has designated GSRP as such
"Real Estate  Subsidiary." The Loan constitutes  "Non-Recourse Real Estate Debt"
and "Senior Debt" under, and as defined in, the ASC Indenture.

         GSRP is an  "Unrestricted  Subsidiary"  under,  and as defined in, that
certain  Amended and Restated Credit  Agreement,  dated as of November 12, 1997,
among ASC  East,  Inc.,  the other  affiliates  of ASC  East,  Inc.  signatories
thereto,  BankBoston,  N.A., as agent,  and the lenders  signatory  thereto,  as
amended from time to time, and all designations with respect thereto  thereunder
have been made and are valid and in  effect.  Neither  GSRP nor any  undertaking
required  of it  hereunder  or under any other  Security  Document  violates  or
contravenes or, in connection with any future performance thereof,  will violate
or contravene said Amended and Restated Credit Agreement.

         GSRP is not bound by or otherwise  affected by the terms and provisions
of that certain  Credit  Agreement,  dated as of November 12, 1997, by and among
ASC Utah, ASC West, Inc. and the other affiliates thereof,  BankBoston, N.A., as
agent,  DLJ Capital  Funding,  Inc.,  as  documentation  agent,  and the lenders
signatory thereto, as amended from time to time.



<PAGE>





          4.16 BROKERS' FEES 

         4.16     Brokers' Fees.

         There  are  no  brokers  or  finders  which  are  entitled  to  receive
compensation   for  their  services   rendered  to  GSRP  with  respect  to  the
transactions described in this Agreement and with which GSRP has had dealings.



<PAGE>





          4.17 DEFERRED COMPENSATION PLANS 

         4.17     Deferred Compensation Plans.

         Except  as set  forth  on  Schedule  17  hereto,  GSRP  does not have a
pension,  profit sharing or other  compensatory  or similar plan providing for a
program of deferred compensation for any employee or officer which is subject to
any  requirement  of the Employee  Retirement  Income  Security Act of 1974,  as
amended.



<PAGE>





          4.18 LABOR RELATIONS 

         4.18     Labor Relations.

         GSRP is not a party to any collective bargaining  agreement,  there are
no material  grievances,  disputes or controversies  with any union or any other
organization of GSRP's employees,  or threats of strikes,  work stoppages or any
asserted pending demands for collective bargaining by any union or organization.



<PAGE>





          4.19 VALIDITY OF CONTRACTS 

         4.19     Validity of Contracts.

         Each of the Contracts is a bona fide, genuine and true contract for the
purchase  of a  Quartershare  Interest  from GSRP by the  Purchaser  in  respect
thereof and is valid and binding  against such  Purchaser  (subject to the terms
and conditions  thereof and any right of rescission granted under applicable law
or referred to in that  certain  letter  from GSRP to the  Administrative  Agent
dated the Closing Date).



<PAGE>





          4.20 VALIDITY OF LIENS GRANTED TO LENDER 

         4.20     Validity of Liens Granted to Lender.

         Except with respect to the Permitted  Exceptions and as provided for in
Section 3.16 and Section 3.17 hereof, all Liens granted to the Lender in respect
of the Collateral  are, and shall continue to be, prior in right and superior to
all other Liens granted to, or held by, any other Person.



<PAGE>





          4.21 QUARTERSHARE REGIMEN REPORTS 

         4.21     Quartershare Regimen Reports.

         Subject  to  Section   3.17   hereof,   GSRP  has   furnished   to  the
Administrative  Agent true and correct  copies of all Project  Documents and all
filings  and/or  recordations  in order to  establish  the  condominium  and the
quartershare  ownership  regimens in respect of each  Project have been done and
all  applicable  laws and statutes in  connection  therewith  have been complied
with.



<PAGE>





          4.22 SALE OF QUARTERSHARE INTERESTS 

         4.22     Sale of Quartershare Interests.

         The sale and offering of sale of Quartershare  Interests (i) do not and
will not constitute the sale, or the offering of sale, of Securities  subject to
the registration  requirements of the Securities Act of 1933, as amended, or the
blue-sky securities laws of any of the Applicable States, (ii) are done and will
only be done in the State in which the Project is situated (and no  solicitation
and no advertising in respect of the sale of Quartershare  Interests that would,
in either case, be in violation of applicable law is done or will be done in any
States  other than the  Applicable  States),  (iii)  except as set forth in that
certain letter from GSRP to the Administrative  Agent dated the Closing Date, do
not violate and will not violate any applicable federal, state or local consumer
credit or sale  rescission  statute,  including,  without  limitation,  any such
statute of any State in which a Purchaser  may  reside,  and (iv) do not violate
and will not violate any other applicable  federal,  state or local law, statute
or regulation (including,  without limitation,  any timeshare or subdivision law
applicable  to the  Projects  or to the sale of  Quartershare  Interests  and in
effect in any  Applicable  State or in any other State in which a Purchaser  may
reside or in which the sale of any such Quartershare  Interest to such Purchaser
was closed).

         Without limiting the generality of the immediately preceding paragraph,
GSRP has,  to the  extent  required  by its  activities  and  businesses,  fully
complied  with and will  continue to fully comply with (1) (A) the Federal Trade
Commission Act, as amended,  (B) except as set forth in that certain letter from
GSRP to the  Administrative  Agent dated the Closing Date, the  Interstate  Land
Sales Full Disclosure Act, as amended, (C) all other applicable federal statutes
and  laws  pertaining  to  the  Projects  and  (D)  the  rules  and  regulations
promulgated  under such Acts,  statutes  and laws and (2) all of the  applicable
provisions  of any law of any State (and the rules and  regulations  promulgated
thereunder)  or  municipality  or  other   governmental  or   quasi-governmental
authority  relating to the operation of the  Projects.  The sale and offering of
sale of  Quartershare  Interests is not affected and will not be affected by any
home solicitations.



<PAGE>





          4.23 SOLVENCY 

         4.23     Solvency.

         GSRP  is  not  entering  into  this  Agreement  and  the   transactions
contemplated  hereby, and does not intend to incur any obligations  hereunder or
otherwise make any transfers in connection  herewith,  with the actual intent to
hinder, delay or defraud either present or future creditors. After giving effect
to the consummation of the  transactions  contemplated by this Agreement and the
making of the  Advances  hereunder,  (a) the assets of GSRP at a fair  valuation
thereof on a going  concern  basis will not be less than its debts,  (b) GSRP is
not  currently  engaged in or about to engage in a business or  transaction  for
which its remaining assets are  unreasonably  small in relation to such business
or  transaction,  and (c) GSRP will be able to pay its respective  debts as they
become due.  "Debt" for purposes of this  Section 4.23 means any  liability on a
claim, and "claim" means (i) any right to payment,  whether or not such right is
reduced to  judgment,  liquidated,  unliquidated,  fixed,  contingent,  matured,
unmatured, disputed, undisputed, legal, equitable, secured or unsecured, or (ii)
any right to an equitable  remedy for breach of performance if such breach gives
rise to a right to payment,  whether or not such right to an equitable remedy is
reduced to  judgment,  liquidated,  unliquidated,  fixed,  contingent,  matured,
unmatured, disputed, undisputed, legal, equitable, secured or unsecured.

5.       CONDITIONS PRECEDENT TO CLOSING OF THIS AGREEMENT

         The  effectiveness  of this Agreement shall be subject to the following
conditions precedent (all deliveries required in this Section 5 shall be made to
the  Administrative  Agent not less than 15  Business  Days prior to the Closing
Date):



<PAGE>





          5.1 OPINIONS OF COUNSEL 

         5.1      Opinions of Counsel.

         The  Administrative  Agent  shall have  received  from (i)  Christopher
Howard, general counsel for GSRP and the Parent, a closing opinion substantially
in the form of Exhibit L-1 attached to this Agreement dated the Closing Date.



<PAGE>





          5.2 WARRANTIES AND REPRESENTATIONS TRUE AS OF CLOSING DATE 

         5.2      Warranties and Representations True as of Closing Date.

                  (a)  The  warranties  and  representations  contained  in this
         Agreement shall be true in all material respects on the Closing Date.

                  (b) GSRP shall not have taken any  action,  or  permitted  any
         condition to exist which would have been prohibited by any provision of
         this  Agreement if such provision had been binding and effective at all
         times during the period from  September  14, 1998 to and  including the
         Closing Date.



<PAGE>





          5.3 COMPLIANCE WITH THIS AGREEMENT 

         5.3      Compliance with this Agreement.

         GSRP shall have performed and complied with all  covenants,  agreements
and conditions  contained  herein  (including all of the conditions set forth in
this Section 5) which are required to be performed or complied with by it before
or on the Closing Date.



<PAGE>





          5.3 OFFICERS'  CERTIFICATE;  SECRETARY'S  CERTIFICATES;  GOOD-STANDING
CERTIFICATES 1

          5.4 Officer's Certificates;  Secretary's  Certificates;  Good-Standing
Certificates.

                  (a)  The   Administrative   Agent   shall   have   received  a
         certificate,  substantially in the form of Exhibit M to this Agreement,
         dated as of the Closing Date and signed by the chief financial  officer
         or other  senior  officer  of  GSRP,  certifying  that  the  conditions
         specified  in  Sections  5.2  and  5.3  of  this  Agreement  have  been
         fulfilled.

                  (b) The Administrative Agent shall have received a certificate
         of the secretary or assistant  secretary of GSRP,  substantially in the
         form of  Exhibit N to this  Agreement,  dated as of the  Closing  Date,
         certifying  (i) the  adoption  by the board of  directors  of GSRP of a
         resolution  authorizing  GSRP to  enter  into  this  Agreement  and the
         transactions and instruments  contemplated  hereby (including,  without
         limitation,  the  execution  and delivery of the Security  Documents to
         which  GSRP is a party  and the  granting  of the  Liens  in and to the
         Collateral),  and  (ii) as to the  incumbency  of,  and  verifying  the
         specimen signatures of, the signatories of GSRP.

                  (c) GSRP shall have delivered to the Administrative  Agent, in
         form satisfactory to the  Administrative  Agent, a recent good standing
         certificate from the Secretary of State of Maine certifying GSRP's good
         standing together with a certified copy of its articles of organization
         duly recorded with the Secretary of State of Maine (and all  amendments
         thereto)  and a copy of its By-Laws,  certified by a senior  officer of
         GSRP to be true and correct.

                  (d)  The  Administrative  Agent  shall  have  received  (i)  a
         certificate  of the Secretary or any Assistant  Secretary of the Parent
         substantially  in the form of Exhibit O to this Agreement,  dated as of
         the Closing Date, certifying (i) the adoption by the Board of Directors
         of Parent of a  resolution  authorizing  the  Parent to enter  into the
         subordination agreement contemplated hereby and (ii) the incumbency and
         authority of, and verifying the specimen signatures of, the officers of
         the  Parent  authorized  to  execute  and  deliver  such  subordination
         agreement.

                  (e) The Parent  shall  have  delivered  to the  Administrative
         Agent, in form satisfactory to the Administrative  Agent, a recent good
         standing  certificate  from the Secretary of State of Maine  certifying
         the Parent's due corporate  existence and including a certified copy of
         its articles of organization  duly recorded with the Secretary of State
         of  Maine  (and  all  amendments  thereto)  and a copy of its  By-Laws,
         certified by a senior officer of the Parent to be true and correct. The
         Parent  shall  have  delivered  to the  Administrative  Agent,  in form
         satisfactory to the Administrative Agent, a recent certificate from the
         Secretary  of States  of  Vermont,  Colorado  and Utah  certifying  the
         Parent's  status as a foreign  corporation  duly  qualified to transact
         business in the States of Vermont, Colorado and Utah.



<PAGE>





          5.5 UNIFORM COMMERCIAL CODE FINANCING STATEMENTS 

         5.5      Uniform Commercial Code Financing Statements.

         All filings of Uniform  Commercial  Code  financing  statements and all
other  filings  and actions  necessary  to perfect  the  Administrative  Agent's
security  interests  in  and  to  the  Collateral  shall  have  been  filed  and
confirmation thereof received.



<PAGE>





          5.6 SUBORDINATION OF INDEBTEDNESS 

         5.6      Subordination of Indebtedness.

         GSRP and the Parent shall have  entered into one or more  Subordination
Agreements,  substantially  in the form of Exhibit P attached to this  Agreement
(as amended,  individually,  a "Subordination Agreement" and, collectively,  the
"Subordination Agreements").



<PAGE>





          5.7 EXPENSES 

         5.7      Expenses.

         GSRP shall have paid all fees and  expenses  required  to be paid under
this Agreement,  including,  without limitation, the fees and expenses set forth
in Section 11.2 of this  Agreement  and a $600,000  commitment  fee, as required
under Section 2.7 hereof.



<PAGE>





          5.8 NOTES; TFC ARCHITECT 

 .        5.8      Notes; TFC Architect

                  (a) Notes. GSRP shall have executed and delivered the Notes to
         the respective Lenders therefor.

                  (b) TFC Architect.  The TFC Architect  shall have accepted its
appointment.



<PAGE>





          5.9, 7.16 INSPECTION 

         5.9      Inspection.

         GSRP shall have permitted the  Administrative  Agent, the Lenders,  the
TFC Architect,  and/or any of their  representatives to make an inspection/audit
of its books,  accounts and records and such other papers as they may desire and
of its premises and of the Projects,  as the Lenders may in its sole  discretion
determine. Such inspection/audit shall have been satisfactory to the Lenders (in
its sole determination).



<PAGE>





          5.10 LOAN DISBURSEMENT AGREEMENTS 

         5.10     Loan Disbursement Agreements.

         GSRP  and  the   Disbursement   Agent  shall  have  executed  the  Loan
Disbursement   Agreement   and   delivered  an  executed  copy  thereof  to  the
Administrative Agent.



<PAGE>





          5.11 PROCEEDINGS SATISFACTORY 

         5.11     Proceedings Satisfactory.

         All actions taken in connection  with the execution of this  Agreement,
the Notes,  any other  Security  Document and all documents and papers  relating
thereto shall be satisfactory to the Lenders and their counsel.  The Lenders and
their  counsel shall have  received  copies of such  documents and papers as the
Lenders or such counsel may reasonably request in connection  therewith,  all in
form and substance satisfactory to the Lenders and their counsel.



<PAGE>





          6. CONSTRUCTION PROJECT ADVANCES CLOSING CONDITIONS 

6.       CONSTRUCTION PROJECT ADVANCES CLOSING CONDITIONS

         The obligation of the Lenders to make Construction  Project Advances in
respect  of any  Construction  Project on a  Business  Day of any month  (herein
referred to as a  "Construction  Project  Advance Date") shall be subject to the
satisfaction of all of the following  conditions precedent as applicable to such
Project:



<PAGE>





          6.1 FIRST PROJECT ADVANCE 

 .        6.1      First Project Advance

         The following conditions shall be satisfied if the Construction Project
Advance  is  the  first   Construction   Project  Advance  in  respect  of  such
Construction Project:

                  (a) Opinions of Counsel.  The Administrative  Agent shall have
         received from Christopher Howard,  general counsel for GSRP and for the
         Host Company in respect of such Construction  Project  substantially in
         the  form  of  Exhibit  L-2  attached  to  this  Agreement   dated  the
         Construction   Project   Advance  Date.   With  respect  to  the  first
         Construction  Project Advance in respect of the *Sugarloaf Project, the
         Administrative   Agent   shall   have   received   a  closing   opinion
         substantially  in the form of Exhibit L-3  attached  to this  Agreement
         dated such Construction Project Advance Date, from Pierce Atwood, local
         counsel  for GSRP and the Host  Company,  in respect of the  *Sugarloaf
         Project.  With  respect to the first  Construction  Project  Advance in
         respect of the *Sugarbush Project,  the Administrative Agent shall have
         received a closing  opinion  substantially  in the form of Exhibit  L-4
         attached to this  Agreement  dated such  Construction  Project  Advance
         Date, from Reiber,  Kenlan,  Schweibert & Facey, local counsel for GSRP
         and the Host Company in respect of the *Sugarbush Project. With respect
         to the first  Construction  Project Advance in respect of the Steamboat
         Project, the Administrative Agent shall have received a closing opinion
         substantially  in the form of Exhibit L-5  attached  to this  Agreement
         dated the Closing Date, from Weiss,  Van Scoyk & Coe, local counsel for
         GSRP and the Host  Company in respect of the  Steamboat  Project.  With
         respect  to the first  Construction  Project  Advance in respect of the
         Canyons Project, the Administrative Agent shall have received a closing
         opinion  substantially  in the form of  Exhibit  L-6  attached  to this
         Agreement dated the Closing Date,  from Parsons Behle & Latimer,  local
         counsel  for  GSRP and the  Host  Company  in  respect  of the  Canyons
         Project.

                  (b) Assignment of Property-Related  Contracts. GSRP shall have
         delivered to the Administrative  Agent certified copies of all material
         Property-Related  Contracts in respect of the Construction  Project and
         executed  and  delivered  in  favor  of  the  Administrative  Agent  an
         Assignment of Property-Related  Contracts in respect thereof.  All such
         Property-Related  Contracts shall be satisfactory to the Administrative
         Agent in form and substance.  If requested by the Administrative Agent,
         each   Person   (other  than  GSRP)  which  is  a  party  to  any  such
         Property-Related  Contract  set forth on  Schedule 8 hereto  shall have
         been notified of the assignment thereof.

                  (c) Assignment of Declarant's  Rights. The rights (but not the
         obligations)  of GSRP as declarant  under the Declaration in respect of
         such   Construction   Project   shall   have  been   assigned   to  the
         Administrative Agent pursuant to an Assignment of Declarant's Rights in
         respect thereof.

                  (b) Blanket Mortgages.  GSRP shall have executed and delivered
         the Blanket  Mortgage  encumbering  such  Construction  Project and all
         other  Projects to the  Administrative  Agent.  Such Blanket  Mortgages
         shall have been  recorded,  as of the Closing Date,  in the  applicable
         recording  office in Maine,  Vermont,  Colorado and Utah and all taxes,
         recording fees and other fees and charges required by applicable law to
         be paid in connection therewith shall have been duly paid in full. Such
         Blanket  Mortgages  shall  have  created  a  valid  Lien  in and to the
         Projects  in respect  of the  Obligations,  subject  to no other  Liens
         except for the Permitted Exceptions. It is the intention of the Lenders
         and GSRP that all Blanket  Mortgages  shall be executed and recorded in
         connection with the very first Construction Project Advance.

                  (c)  Assignment  of  Rents.   GSRP  shall  have  executed  and
         delivered to the  Administrative  Agent an Assignment of Rents for such
         Construction  Project and for each of the other  Projects,  which shall
         assign to the  Administrative  Agent, among other things, all of GSRP's
         right,  title and interest in and to the Host Company  Lease  Agreement
         relating  to  such  Construction  Project  and the  other  Construction
         Projects and in and to the Beneficial Improvement Agreements in respect
         of the 1997  Projects.  Such  Assignments  of  Rents  shall  have  been
         recorded in the applicable recording office of Maine, Vermont, Colorado
         and Utah and all  taxes,  recording  fees and  other  fees and  charges
         required by  applicable  law to be paid in connection  therewith  shall
         have been duly  paid in full.  Such  Assignments  of Rents  shall  have
         created a valid  Lien in and to the  Property  referred  to  therein in
         respect of the  Obligations  subject to no other  Liens  except for the
         Permitted   Exceptions.   The  appropriate   Host  Company  shall  have
         acknowledged  in writing its obligation to make all payments under such
         Host Company Lease  Agreements  and Beneficial  Improvement  Agreements
         directly  to  the  Administrative  Agent.  It is the  intention  of the
         Lenders and GSRP that all  Assignments  of Rent shall be  executed  and
         recorded  in  connection  with  the  very  first  Construction  Project
         Advance.

                  (d)  Title  Insurance  Policy   {Blanket}.   GSRP  shall  have
         delivered to the  Administrative  Agent a mortgagee's  title  insurance
         policy  (issued  to the  Administrative  Agent  and in full  force  and
         effect) in respect of the  Blanket  Mortgages  encumbering  each of the
         Projects (said mortgagee's  title insurance  policies in respect of the
         Blanket  Mortgages  are referred to herein,  individually,  as a "Title
         Insurance Policy {Blanket}" and, collectively,  as the "Title Insurance
         Policies  {Blanket}")  together with such  endorsements  thereto as the
         Administrative  Agent may require,  dated the Closing Date.  Such Title
         Insurance  Policies  {Blanket}  (a) shall  have been  issued by a title
         insurance  company which is satisfactory to the  Administrative  Agent,
         (b) shall be in form and substance  satisfactory to the  Administrative
         Agent and its  special  counsel,  (c) shall be in a maximum  amount not
         less  than   $145,000,000   subject  to  such  tie-in  or  coordination
         endorsements  as shall be  acceptable to the  Administrative  Agent and
         shall be  reflective  of the values set forth in the first  proviso set
         forth  below,  provided  that the  allocation  of such  coverage to the
         Steamboat  Blanket  Mortgage  shall not be less than  $66,110,890,  the
         allocation of such coverage to the Canyons  Blanket  Mortgage shall not
         be less  than  $71,539,110,  the  allocation  of such  coverage  to the
         *Sugarbush Blanket Mortgage shall not be less than $[to be determined],
         the  allocation of such  coverage to the  *Sugarloaf  Blanket  Mortgage
         shall not be less  than $[to be  determined],  the  allocation  of such
         coverage to the Jordan  Bowl  Blanket  Mortgage  shall not be less than
         $10,105,634.92,  the  allocation  of such coverage to the Attitash Bowl
         Blanket Mortgage shall not be less than  $2,017,134.15,  the allocation
         of such coverage to the Killington  Blanket  Mortgage shall not be less
         than  $8,681,720.08 and the allocation of such coverage to the Mt. Snow
         Blanket  Mortgage  shall  not be less  than  $12,651,953.54,  (d) shall
         insure that such Blanket  Mortgages create a valid first Lien in and to
         the *Sugarloaf Project, the Canyons Project, the Steamboat Project, the
         *Sugarbush Project,  the Jordan Bowl Project, the Attitash Project, the
         Killington  Project  and the Mt Snow  Project,  respectively,  free and
         clear of all defects,  encumbrances and other Liens unacceptable to the
         Administrative  Agent and (e) shall  contain such further  endorsements
         and  affirmative  coverage  as the  Administrative  Agent may  request,
         including, without limitation, automatic increases in the amount of the
         insurance upon the making of future Advances by the Lenders so that, at
         all times, the amount of the insurance  provided by the Title Insurance
         Policy {Blanket} shall equal or exceed the aggregate outstanding amount
         of  all  Advances,  provided  that  no  mechanic's,   materialmen's  or
         laborer's liens  endorsement or current survey or easement  endorsement
         shall be required in respect of the so-called mechanic's lien, easement
         and survey exceptions in such Title Insurance Policies  {Blanket}.  All
         premiums in respect of such Title  Insurance  Policies  {Blanket} shall
         have been paid in full and evidence  thereof shall have been  delivered
         to the  Administrative  Agent.  It is the  intention of the Lenders and
         GSRP that all Title Insurance  Policies  {Blanket} shall be obtained in
         connection with the very first Construction Project Advance.

                  (e) Insurance. GSRP shall have delivered to the Administrative
         Agent  certificates of insurance  evidencing the insurance policies and
         endorsements  relating  to such  Construction  Project  and  the  other
         Projects  that are  required  to be  delivered  pursuant to Section 3.5
         hereof,  together with copies of such insurance  policies  certified by
         GSRP to be true and correct.  All premiums in respect of such insurance
         policies  shall have been paid in full and evidence  thereof shall have
         been delivered to the Administrative  Agent. It is the intention of the
         Lenders  and GSRP that all  certificates  of  insurance  and  insurance
         policies   shall  be  obtained  in  connection   with  the  very  first
         Construction Project Advance.

                  (f)  Environmental  Site Assessment  Report.  GSRP (at its own
         expense) shall have delivered to the Administrative Agent not less than
         15 Business Days prior to the aforesaid  Construction  Project  Advance
         Date a "Phase I" environmental  survey of such Construction Project and
         the  other  Construction  Projects,  provided  that if such  "Phase  I"
         environmental  survey  is not  available  or is  unsatisfactory  to the
         Administrative  Agent  (in its  sole  determination),  GSRP (at its own
         cost) shall have delivered to the  Administrative  Agent an engineering
         report or reports which shall be in form and substance  satisfactory to
         the Administrative Agent and shall confirm the following items:

                    (i) the  absence of  Hazardous  Substances  on or under such
          Construction Project or the other Construction  Projects,  as the case
          may be; and

                           (ii) that the engineering firm has obtained, reviewed
                  and   included   within  its   report  a  printout   from  the
                  Comprehensive    Environmental   Response   Compensation   and
                  Liability  Information System of the Environmental  Protection
                  Agency and all other  applicable  state and local  authorities
                  and such other  information  as the  Administrative  Agent may
                  reasonably  require,  all of which  information  shall confirm
                  that  there  is  no  reason  to  believe  that  any  Hazardous
                  Substances exist on or under such Construction Project and the
                  other  Construction  Projects  and  that  there is no known or
                  suspected  Hazardous  Substance  waste  site  located  at such
                  Construction Project and the other Construction Projects or in
                  such  proximity  thereto  as to  create  a  material  risk  of
                  contamination  of such  Construction  Project  and  the  other
                  Construction Projects.

                           GSRP (at its own expense)  shall have also  delivered
                  to the  Administrative  Agent an engineering report in respect
                  of the soil  conditions at such  Construction  Project and the
                  other  Construction  Projects  and the ability of such soil to
                  support the  improvements  contemplated  in the Plans for such
                  Construction Project and the other Construction Projects. Each
                  such engineering report shall be accompanied by a satisfactory
                  opinion to the Lenders from the TFC Architect  regarding  such
                  engineering  report  and  the  ability  of the  soil  at  such
                  Construction  Project and the other  Construction  Projects to
                  support the  improvements  contemplated  in the Plans for such
                  Construction Project and the other Construction Projects.

                           Each  environmental  survey  and  engineering  report
                  delivered  pursuant to this clause (f) shall  provide that the
                  Lenders  may  rely  thereon  in  connection  with  its  making
                  Advances hereunder.

                           It is the  intention of the Lenders and GSRP that all
                  reports and documents  referred to in this clause (f) shall be
                  obtained  in  connection  with  the  very  first  Construction
                  Project Advance.

                  (g) Taxes.  GSRP shall have  delivered  to the  Administrative
         Agent  copies of the most  recent tax  receipts  for such  Construction
         Project (or certificates in respect thereof)  evidencing no delinquency
         in the payment thereof.

                  (h) Inspection.  GSRP shall have permitted the  Administrative
         Agent,   the  Lenders,   the  TFC   Architect,   and/or  any  of  their
         representatives  to  make  an  inspection/audit  of  such  Construction
         Project  as the  Lenders  may in its sole  discretion  determine.  Such
         inspection/audit  shall have been  satisfactory  to the Lenders (in its
         sole determination).

                  (i) Survey.  GSRP shall have  delivered to the  Administrative
         Agent a survey of such Construction  Project and the other Construction
         Projects  showing  its  perimeter;  such  survey  shall be  prepared in
         accordance  with  ALTA/ACSM  1992  Minimum  Survey  Requirements  by  a
         licensed surveyor  acceptable to the Administrative  Agent and shall be
         dated  (or  re-certified)  as of a recent  date  and  shall  contain  a
         certification  noted thereon in form and substance  satisfactory to the
         Administrative   Agent;   such   survey   shall   show  no   easements,
         rights-of-way,  encroachments,  streets or alleys which  interfere with
         the use, enjoyment or market value of such Construction Project and the
         other  Construction  Projects.  It is the  intention of the Lenders and
         GSRP that all such  surveys  shall be obtained in  connection  with the
         very first Construction Project Advance.

                  (j) Permits.  GSRP shall have delivered to the  Administrative
         Agent  a copy  of all of the  permits  allowing  the  construction  and
         development of such Construction Project.

                  (k)  Architect's  Contract.  GSRP shall have  delivered to the
         Administrative  Agent and the TFC Architect a copy of the architectural
         contract with the Architect for such Construction  Project.  GSRP shall
         have delivered to the Administrative Agent an Assignment of Architect's
         Contract  in  respect  of its rights  under  each such  contract  (duly
         consented  to by each such  Architect).  Such  Architect  and each such
         architectural  contract  shall be  satisfactory  to the  Administrative
         Agent.

                  (l)  Construction  Contract.  GSRP shall have delivered to the
         Administrative  Agent and the TFC Architect a copy of the  Construction
         Contract with the General  Contractor  for such  Construction  Project.
         GSRP shall have delivered to the Administrative  Agent an Assignment of
         Construction  Contract in respect of its rights under such Construction
         Contract (duly  consented to by each such General  Contractor),  and an
         assignment of each payment and  performance  bond covering such General
         Contractor,  which bonding companies and the surety(s) issuing the same
         shall be  satisfactory to the  Administrative  Agent and shall name the
         Administrative  Agent on behalf of the  Lenders as dual  obligee.  Such
         General Contractor and such Construction Contract shall be satisfactory
         to  the  Administrative   Agent.  GSRP  shall  have  delivered  to  the
         Administrative  Agent and the TFC Architect a copy of each  subcontract
         in respect of such Construction Project in excess of $50,000.

                  (m) Budgets.  GSRP shall have submitted to the  Administrative
         Agent the Budget for such Construction Project and such Budget shall be
         reasonably  satisfactory  to  the  Administrative  Agent  and  the  TFC
         Architect,  and shall have been  certified as being true and correct by
         the chief  financial  officer of GSRP.  No such Budget  shall have been
         modified  or  supplemented  without  the prior  written  consent of the
         Administrative Agent.

                  (n) Plans.  GSRP shall have  delivered  to the  Administrative
         Agent and the TFC  Architect a copy of the Plans for such  Construction
         Project  and each such Plan  shall be  reasonably  satisfactory  to the
         Administrative Agent and to the TFC Architect.  No such Plan shall have
         been modified or supplemented  without the prior written consent of the
         Administrative Agent.

                  (o)   Architect's   Certificate.   The  Architect  shall  have
         delivered a certificate to the Administrative  Agent to the effect that
         (i) the Plans for such  Construction  Project  are  complete,  (ii) the
         construction  and furnishing of such  Construction  Project pursuant to
         the Plans for such  Construction  Project and the  intended use of such
         Construction  Project  complies  with all zoning and other  ordinances,
         rules,   regulations  and  building  and  use  restrictions  applicable
         thereto,  (iii) all  necessary  architectural,  design and  landscaping
         approvals have been obtained under applicable law for such Construction
         Project and (iv) the construction  and furnishing of such  Construction
         Project in accordance  with the Plans therefor can be completed  within
         the  construction   budget  criteria  therefor  as  set  forth  in  the
         respective Budget for such Construction Project. Such certificate shall
         be reasonably  satisfactory to the Administrative  Agent and to the TFC
         Architect  and  shall  address  such  other  issues or  matters  as the
         Administrative Agent may reasonably request.

                  (p)  Escrow  Letter.  An Escrow  Agent  for such  Construction
         Project shall have executed and delivered to the  Administrative  Agent
         the  escrow  account  acknowledgement  letter  set  forth in  Exhibit A
         attached to this Agreement.

                  (q) Secretary's  Certificate.  The Administrative  Agent shall
         have received a certificate of the Secretary or any Assistant Secretary
         of the Host Company for such Construction Project and each of the other
         Host Companies for the other Construction Projects substantially in the
         form of  Exhibit O to this  Agreement,  dated as of the  Closing  Date,
         certifying (i) the adoption by the Board of Directors of each such Host
         Company of a  resolution  authorizing  each such Host  Company to enter
         into  the  subordination  agreement  contemplated  hereby  and its Host
         Company Lease  Agreement and (ii) the  incumbency and authority of, and
         verifying the specimen signatures of, the officers of such Host Company
         authorized to execute and deliver such subordination agreement and such
         Host Company  Lease  Agreement.  It is the intention of the Lenders and
         GSRP that all such  certificates  shall be obtained in connection  with
         the very first Construction Project Advance.

                  (r)  Good  Standing  Certificates.  The Host  Company  of such
         Construction  Project  and the  Host  Companies  of  each of the  other
         Construction Projects shall have delivered to the Administrative Agent,
         in  form  satisfactory  to the  Administrative  Agent,  a  recent  good
         standing  certificate from the Secretary of State of its incorporation,
         certifying such Host Company's due corporate  existence and including a
         certified copy of its articles of  organization  duly recorded with the
         appropriate  Secretary of State (and all amendments thereto) and a copy
         of its By-Laws,  certified by a senior officer of such Host Company. It
         is the  intention  of the Lenders  and GSRP that all such  certificates
         shall be  obtained  in  connection  with the  very  first  Construction
         Project Advance.

                  (s) Host Company Lease Agreements;  Subordination  Agreements.
         GSRP shall have delivered to the Administrative  Agent a fully executed
         and valid Host Company Lease  Agreement for such  Construction  Project
         and for  each of the  other  Construction  Projects.  Each of the  Host
         Companies in respect of the  Projects and GSRP shall have  executed and
         delivered to the Administrative Agent a Subordination  Agreement. It is
         the intention of the Lenders and GSRP that all such deliveries shall be
         obtained in connection  with the very first Project  Advance.  The form
         and  substance of each of the Host Company  Lease  Agreements  and each
         lessee  thereunder shall be acceptable to the  Administrative  Agent in
         its sole discretion.

                  (t) Funding  Date  Equity  Moneys.  If the first  Construction
         Project Advance is in respect of the Steamboat Project, GSRP shall have
         delivered to the  Administrative  Agent a  certificate  executed by the
         chief  financial  officer or other senior  officer of GSRP showing that
         GSRP has received Equity Moneys and other  contributions  to its equity
         in respect of the Steamboat  Project in an aggregate amount of not less
         than  $16,664,611 of which not less than  $11,564,611  shall consist of
         cash  contributions  to GSRP and not less than $5,100,000 shall consist
         of  equity  contributions  in  respect  of  land  for the  Project.  If
         requested by the Administrative Agent, GSRP shall have delivered to the
         Administrative  Agent reasonable evidence that the fair market value of
         the land contributed to GSRP in respect of the Steamboat Project is not
         less than $5,100,000.  If the first Construction  Project Advance is in
         respect  of the  Canyons  Project,  GSRP shall  have  delivered  to the
         Administrative  Agent a  certificate  executed  by the chief  financial
         officer or other senior  officer of GSRP showing that GSRP has received
         Equity Moneys and other  contributions  to its equity in respect of the
         Canyons Project in an aggregate  amount of not less than $12,366,720 of
         which  not  less  than  all  of  such  amount  shall  consist  of  cash
         contributions  to GSRP. In  connection  with any  Construction  Project
         Advance,   which,  together  with  any  previous  Construction  Project
         Advance,  will mean that  Construction  Project Advances will have been
         made in respect of the Canyons Project and the Steamboat Project,  GSRP
         shall have delivered to the Administrative Agent a certificate executed
         by the chief financial  officer or other senior officer of GSRP showing
         that GSRP has received  Equity  Moneys and other  contributions  to its
         equity in respect of the  Construction  Projects in an aggregate amount
         of not less than $29,025,000 of which not less than  $23,925,000  shall
         consist  of cash  contributions  to GSRP and not less  than  $5,100,000
         shall consist of contributions  of land for the  Construction  Projects
         (the aforesaid  Equity Moneys and other  contributions  are referred to
         herein as "Funding Date Equity Contributions").



<PAGE>





          6.2 SPECIAL SUBMISSIONS 

 .        6.2      Special Submissions

         The obligation of the Lenders to make any Construction  Project Advance
in respect of any  Construction  Project shall be subject to the satisfaction of
all of the  following  additional  conditions  precedent as  applicable  to such
Project:

                  (a) Amendments to Plans and Budgets. GSRP shall have submitted
         to the Administrative  Agent any amendments and/or modifications to the
         Plans for such Construction  Project and any of the other  Construction
         Projects, which amendments and modifications shall be acceptable to the
         Administrative  Agent in its  reasonable  discretion.  GSRP  shall have
         submitted   to  the   Administrative   Agent  any   amendments   and/or
         modifications  to the Budget for such  Construction  Project and any of
         the other Construction Projects,  which amendments and/or modifications
         shall be  acceptable  to the  Administrative  Agent  in its  reasonable
         discretion.

                  (b)  Declaration  Requirements.  GSRP shall have complied with
         the requirements of Section 3.17 hereof.

                  (c) Note Purchase Agreement. The Note Purchase Agreement shall
         be in full force and effect.

                  (d)  Change  Orders.  No  change  orders  in  respect  of  the
         Construction  Contract for such Construction  Project or for any of the
         other Construction  Projects shall have been effected without the prior
         written  consent of the  Administrative  Agent if any such change order
         for such Construction  Project has a cost of in excess of $50,000 or if
         such  change   order  and  all  other  such  change   orders  for  such
         Construction Project have an aggregate cost in excess of $200,000.

                  (e) Material Change Orders. No change orders in respect of the
         Construction Contract for such Construction Project or any of the other
         Construction  Projects  shall  have  been  effected  without  the prior
         written  consent of the  Administrative  Agent if any such change order
         involved (i) a material  modification in the architectural,  mechanical
         or structural  design of the building to be  constructed  in respect of
         such Construction Project or such other Construction Projects or (ii) a
         material  change in the quality of  workmanship or materials to be used
         in any such building or (iii) a delay in the final  completion date for
         the construction of such building beyond September 1, 2000.

                  (f) Modifications to Other Contracts.  No modifications to the
         architectural contract with the Architect for such Construction Project
         or any other Construction  Project shall have been effected without the
         prior written consent of the Administrative Agent.

                  (g) Construction  Contract Default.  No material default shall
         exist in respect of the  Construction  Contract  for such  Construction
         Project or any other Construction Project.

                  (i) Delivery of  Contracts.  GSRP shall have  delivered to the
         Administrative  Agent copies of all of its  Contracts  relating to such
         Construction  Project and each other  Construction  Project and, if not
         delivered earlier, an instrument  (substantially in the form of Exhibit
         V attached to this Agreement)  confirming the collateral  assignment to
         the  Administrative  Agent hereunder of all of GSRP's right,  title and
         interest in and to each of such Contracts.

                    (j) Section 2.1 Conditions. All of the conditions to lending
          set forth in Section 2.1 shall have been satisfied.



<PAGE>





          6.3 REQUESTS FOR CONSTRUCTION PROJECT ADVANCE 

 .        6.3      Requests for Construction Project Advance

         A request  for such  Construction  Project  Advance  in  respect of any
Project (a "Construction Project Advance Request")

                  (a)      shall be in writing,

                  (b) shall state the name of the Construction  Project to which
         such Construction Project Advance relates,

                  (c) if all or portion of such Construction  Project Advance is
         to be used to satisfy Construction Costs for such Construction Project,
         GSRP  shall   have   certified   the  same  in  such   request  to  the
         Administrative  Agent and shall attach to such request a fully executed
         and  completed  Construction  Cost  Certificate  for such  Construction
         Project (with all attachments thereto,  including,  without limitation,
         an Architect's  Construction  Cost  Certificate  for such  Construction
         Project),

                  (d) if all or portion of such Construction  Project Advance is
         to be used to satisfy FF&E Costs for such  Construction  Project and/or
         Sales,  Marketing & Other  Costs for such  Construction  Project,  GSRP
         shall  have  certified  the  same to the  Administrative  Agent in such
         request and shall attach to such request a fully executed and completed
         Nonconstruction  Cost Certificate for such  Construction  Project (with
         all attachments thereto, including, without limitation in the case of a
         Construction Project Advance financing FF&E Costs for such Construction
         Project,  a TFC Architect's  Nonconstruction  Cost Certificate for such
         Construction Project),

                  (e) shall  state  what  portion of such  Construction  Project
         Advance  is to defray  Construction  Costs,  FF&E Costs  and/or  Sales,
         Marketing & Other Costs, in each case, in respect of such  Construction
         Project, shall show the calculation of any Retainage Amounts in respect
         thereof of the portion of such Construction  Project Advance in respect
         of Construction Costs for such Construction Project, shall certify that
         the  conditions  to  borrowing  set forth in  Section  2.1  hereof  are
         satisfied  in respect of such  Construction  Project  Advance and shall
         certify that no Default or Event of Default exists,

                  (f) if such Construction Project Advance is to also constitute
         a Final Construction Cost Advance for such Construction Project,  shall
         so  identify   such   Construction   Project   Advance  as  the  "Final
         Construction Cost Advance",  shall show and certify all calculations in
         respect of the aggregate amount of all contractually required Retainage
         Amounts to be financed  thereby,  and shall have  attached  thereto the
         Final  Construction  Cost  Certificate  for such  Construction  Project
         (including all attachments thereto, which shall include the Architect's
         Final Construction Cost Certificate for such Construction Project),

                  (g)  shall   have  been   delivered   to  the  office  of  the
         Administrative Agent and the TFC Architect at least 10 Business Days in
         advance of the Construction Project Advance Date, and

                    (h) shall otherwise be  substantially in the form of Exhibit
          U-1 attached to this Agreement.

                    The  requirements  in clause  (a)  through  clause (g) above
          shall be satisfied in the sole opinion of the Administrative Agent and
          the  TFC  Architect.   GSRP   acknowledges  that  the  Lenders  making
          Construction Project Advances shall not make such Construction Project
          Advances in respect of costs which have not been approved by them. The
          Lenders making Construction  Project Advances agree with GSRP that the
          costs  set  forth in the  Budget  for  their  respective  Construction
          Projects  are  acceptable  to  them  and  that  neither  they  nor the
          Administrative  Agent  shall  unreasonably  withhold  its  approval in
          respect of costs  corresponding to those in such Budget subject to (i)
          such costs  conforming  to the amounts,  conditions,  assumptions  and
          requirements   of  such  Budget,   (ii)  the  proper   incurrence  and
          documentation  of such  costs,  and  (iii)  the  submission  of proper
          written  certification in respect of such costs from GSRP, the General
          Contractor  for such  Construction  Project,  the  Architect  for such
          Construction  Project and the TFC  Architect,  as provided  for above.
          GSRP agrees to submit one  Construction  Project  Advance  Request for
          each Construction  Project for which a Construction Project Advance is
          needed;  GSRP  agrees  not to use  one  Construction  Project  Advance
          Request to request  Construction  Project  Advances  for more than one
          Construction Project.



<PAGE>





          6.4 FINAL CONSTRUCTION ADVANCE CONDITIONS 

 .        6.4      Final Construction Advance Conditions

         If such Construction  Project Advance for any such Construction Project
shall constitute,  in whole or part, a Final Construction Cost Advance, then the
following additional conditions shall apply to the making thereof:

                  (a)  As-Built  Survey.   GSRP  shall  have  delivered  to  the
         Administrative  Agent an as-built  survey  showing the  location of the
         building as well as the remainder of such Construction  Project and the
         other improvements thereon; such survey shall be prepared in accordance
         with ALTA/ACSM 1992 Minimum Survey  Requirements and in accordance with
         the applicable rules and regulations of the appropriate state licensing
         board by a licensed surveyor acceptable to the Administrative Agent and
         shall be dated a date not more than 15 days prior to such  Construction
         Project Advance Date and shall contain a certification noted thereon in
         form and substance  satisfactory  to the  Administrative  Agent and the
         Title Company issuing the Title Insurance  Policy  {Blanket} in respect
         of such  Construction  Project;  such  survey  shall show no  easement,
         rights-of-way,  party  walls,  encroachments,  streets or alleys  which
         interfere  with the use,  enjoyment  or  market  value of the  building
         constructed at such  Construction  Project,  the  Residential  Units or
         Commercial Units therein and the Common Elements relating thereto.  All
         easements in respect of egress and ingress, all amenity easements,  all
         utility  easements,  parking easements and all other easements shall be
         drawn on, and/or  otherwise shown or referred to in, such survey and/or
         certificate; and

                  (b) Certificate of Occupancy. GSRP shall have delivered to the
         Administrative  Agent a copy  (certified  to be true and  correct) of a
         permanent and unconditional  certificate of occupancy in respect of the
         building  to be  built  at such  Construction  Project  and each of the
         Residential  Units  and  Commercial  Units  therein.  GSRP  shall  have
         delivered to the Administrative  Agent a copy (certified to be true and
         correct) of any other  governmental  certificates or licenses necessary
         for the  occupancy  of such  building  and the  Residential  Units  and
         Commercial Units therein.



<PAGE>





          6.5 DEFAULTS; EXPENSES; MISCELLANEOUS 

 .        6.5      Defaults; Expenses; Miscellaneous

                  (a) No  Default  or Event of  Default.  No Default or Event of
         Default   shall  exist   immediately   prior  to  the  making  of  such
         Construction   Project   Advance  or,  after  giving  effect   thereto,
         immediately after the making of such Construction Project Advance.

                  (b) Insufficient  Availability.  No such Construction  Project
         Advance shall be made if the Administrative Agent shall have determined
         that the remaining  availability  under this Agreement for Construction
         Project Advances in respect of such Construction Project (including any
         such Construction  Project Advances then outstanding and anticipated to
         be  repaid  and  then  reborrowed)  and any  additional  Equity  Moneys
         contributed   to  GSRP  (in   addition  to  the  Closing   Date  Equity
         Contributions)  are  insufficient  to  cover  the  remaining  costs  to
         complete   the   construction,   furnishing   and   marketing  of  such
         Construction   Project,   as   contemplated   in  the  Plans  for  such
         Construction Project and the Budget for such Construction Project.

                  (c) Fees  and  Expenses.  GSRP  shall  have  paid all fees and
         expenses required to be paid under this Agreement  (including,  without
         limitation,  the fees and  expenses  set forth in Section  11.2 of this
         Agreement  and any  incremental  commitment  fees due and  payable)  in
         connection with such requested Construction Project Advance.

                  (d) Title Insurance Endorsement.  GSRP shall have delivered to
         the  Administrative  Agent title  insurance  endorsements  to the Title
         Insurance Policy {Blanket} in respect of such  Construction  Project in
         form and substance reasonably  satisfactory to the Administrative Agent
         whereby the effective  date of such Title  Insurance  Policy  {Blanket}
         shall be made such  Construction  Project  Advance Date, all exclusions
         and/or  exceptions not satisfactory to the  Administrative  Agent shall
         have been removed or appropriate  endorsements in respect thereof shall
         have been obtained.  Such Title Insurance  Policy {Blanket} shall be in
         an amount not less than the sum of the  aggregate  principal  amount of
         the outstanding Construction Project Advances and Interest Advances for
         such Construction  Project on such  Construction  Project Advance Date,
         after giving effect to the making of such Construction Project Advance.
         All  premiums in respect of such  endorsement  to such Title  Insurance
         Policy  {Blanket}  shall  have been paid in full and  evidence  thereof
         shall have been delivered to the Administrative Agent.

                  (e)  Warranties and  Representations  True. The warranties and
         representations  contained  in  this  Agreement  shall  be  true in all
         material respects as of Construction Project Advance Date.

                  (f) Legal  Opinion  Updates.  If  reasonably  requested by the
         Administrative  Agent, GSRP shall have delivered to the  Administrative
         Agent updates and confirmations of the legal opinions  delivered to the
         Administrative  Agent  pursuant  to Section 5.1 and/or  Section  6.1(a)
         hereof,  which updates and  confirmations  shall be satisfactory to the
         Administrative Agent in form and substance.



<PAGE>





          6.6 DISBURSEMENTS; DISBURSEMENT AGENT REPORTS 

 .        6.6      Disbursements; Disbursement Agent Reports

         The proceeds of such  Construction  Project  Advance that are to defray
Construction  Costs or are in respect  of the Final  Construction  Cost  Advance
shall be  disbursed  by the  Administrative  Agent,  acting as the  Disbursement
Agent,  directly to the General  Contractor  or as the  General  Contractor  may
direct in writing. The proceeds of such Construction Project Advance that are to
defray FF&E Costs  and/or  Sales,  Marketing & Other Costs shall be disbursed by
the Administrative Agent to GSRP or as GSRP may direct in writing.



<PAGE>





          5.11, 6.7 PROCEEDINGS SATISFACTORY 

 .        6.7      Proceedings Satisfactory

         All actions taken in connection with the  Construction  Project Advance
shall be reasonably  satisfactory to the  Administrative  Agent and its counsel.
the Administrative  Agent and its counsel shall receive copies of such documents
and papers as the Administrative Agent or such counsel may reasonably request in
connection with any such Construction Project Advance, all in form and substance
satisfactory to the Administrative Agent and its counsel.



<PAGE>





          6.8 SUBCONTRACTS 

         6.8      Subcontracts.

         GSRP  shall  have  delivered  to the  Administrative  Agent and the TFC
Architect a copy of each subcontract in respect of any  Construction  Project in
excess of $50,000 that have not been previously so delivered.



<PAGE>





          6.9 COSTS AND EXPENSES 

         6.9      Costs and Expenses.

         All  Loan  Costs  shall  have  been  paid in  full,  provided  that the
aggregate  amount of fees payable by GSRP to the  Administrative  Agent,  as the
Disbursement  Agent,  shall not  exceed  $40,000  (costs and  expenses  to be in
addition thereto) and the per Construction  Project Advance portion thereof will
be approximately $3,077 (costs and expenses to be in addition thereto).



<PAGE>





          6.9 REQUESTS FOR INVENTORY ADVANCE FOR CONSTRUCTION PROJECTS 

6A.      REQUESTS FOR INVENTORY ADVANCE FOR CONSTRUCTION PROJECTS.

         The obligation of the Lenders to make any Inventory  Advance in respect
of any Construction Project (the date on which such Inventory Advance in respect
of such  Construction  Project is made is referred  to herein as the  "Inventory
Advance  Date")  shall be subject to the  satisfaction  of all of the  following
conditions precedent as applicable to such Construction Project:

                    (a) Request.  A request for an Inventory  Advance in respect
          of any Construction Project (an "Inventory Advance Request")

                           (i)      shall be in writing,

                           (ii) shall state the name of the Construction Project
                  to which such Inventory Advance relates,

                           (iii) shall have been  delivered to the office of the
                  Administrative  Agent  and  the  TFC  Architect  at  least  10
                  Business Days in advance of the Inventory Advance Date, and

                           (iv) shall otherwise be  substantially in the form of
                  Exhibit U-2 attached to this Agreement.

         The  requirements  in clause (i)  through  clause  (iv) above  shall be
         satisfied in the sole opinion of the Administrative Agent. No Inventory
         Advance  shall  be made  until  all of the  conditions  for  the  Final
         Construction  Cost Advance for the  Construction  Project in respect of
         which such Inventory Advance is to be made have been satisfied and such
         Final Construction Cost Advance has been made.

                  (b) No  Default  or Event of  Default.  No Default or Event of
         Default shall exist  immediately  prior to the making of such Inventory
         Advance or, after giving effect thereto,  immediately  after the making
         of such Inventory Advance.

                  (c) Fees  and  Expenses.  GSRP  shall  have  paid all fees and
         expenses required to be paid under this Agreement  (including,  without
         limitation,  the fees and  expenses  set forth in Section  11.2 of this
         Agreement) in connection with such requested Inventory Advance.

                  (d) Title Insurance Endorsement.  GSRP shall have delivered to
         the  Administrative  Agent title  insurance  endorsements  to the Title
         Insurance Policy {Blanket} in respect of such  Construction  Project in
         form and substance reasonably  satisfactory to the Administrative Agent
         whereby the effective  date of such Title  Insurance  Policy  {Blanket}
         shall be made such  Inventory  Advance Date and all  exclusions  and/or
         exceptions not satisfactory to the Administrative Agent shall have been
         removed or appropriate  endorsements in respect thereof shall have been
         obtained.  Such  endorsements to such Title Insurance  Policy {Blanket}
         shall be in an  aggregate  amount  not less  than  the  amount  of such
         Inventory Advance.  All premiums in respect of such endorsement to such
         Title  Insurance  Policy  {Blanket}  shall  have  been paid in full and
         evidence thereof shall have been delivered to the Administrative Agent.

                  (e)  Warranties and  Representations  True. The warranties and
         representations  contained  in  this  Agreement  shall  be  true in all
         material respects as of Inventory Advance Date.

                  (f) Legal  Opinion  Updates.  If  reasonably  requested by the
         Administrative  Agent, GSRP shall have delivered to the  Administrative
         Agent updates and confirmations of the legal opinions  delivered to the
         Administrative  Agent  pursuant  to Section 5.1 and/or  Section  6.1(a)
         hereof,  which updates and  confirmations  shall be satisfactory to the
         Administrative Agent in form and substance.

                  (g) Proceedings Satisfactory.  All actions taken in connection
         with such  Inventory  Advance shall be reasonably  satisfactory  to the
         Administrative  Agent and its counsel. the Administrative Agent and its
         counsel  shall  receive  copies  of such  documents  and  papers as the
         Administrative   Agent  or  such  counsel  may  reasonably  request  in
         connection with any such Inventory  Advance,  all in form and substance
         satisfactory to the Administrative Agent and its counsel.



<PAGE>





          6.9(g) REQUESTS FOR INVENTORY ADVANCE FOR 1997 PROJECTS 

6B.      REQUESTS FOR INVENTORY ADVANCE FOR 1997 PROJECTS.

         The obligation of the Lenders to make any Inventory Advances in respect
of the 1997  Projects  (the date on which  such  Inventory  Advances  is made is
referred to herein as the "1997 Inventory Advance Date") shall be subject to the
satisfaction of all of the following  conditions precedent as applicable to such
Construction Project:

                    (a)  Request.  The  request  for the  Inventory  Advance  in
          respect of the 1997 Projects (the "1997 Inventory Advance Request")

                           (i)      shall be in writing, and

                           (ii) shall have been  delivered  to the office of the
                  Administrative Agent and the TFC Architect at least 2 Business
                  Days in advance of the Inventory Advance Date.

         The  requirements  in clause (i)  through  clause  (ii) above  shall be
         satisfied in the sole opinion of the Administrative Agent.

                  (b) No  Default  or Event of  Default.  No Default or Event of
         Default shall exist  immediately  prior to the making of such Inventory
         Advance or, after giving effect thereto,  immediately  after the making
         of such Inventory Advance.

                  (c) Fees  and  Expenses.  GSRP  shall  have  paid all fees and
         expenses required to be paid under this Agreement  (including,  without
         limitation,  the fees and  expenses  set forth in Section  11.2 of this
         Agreement) in connection with such requested Inventory Advance.

                  (d) Title Insurance Endorsement.  GSRP shall have delivered to
         the  Administrative  Agent title  insurance  endorsements  to the Title
         Insurance  Policy {Blanket} in respect of the 1997 Projects in form and
         substance  reasonably  satisfactory to the Administrative Agent whereby
         the effective date of such Title  Insurance  Policy  {Blanket} shall be
         made such 1997 Inventory Advance Date, all exclusions and/or exceptions
         not satisfactory to the Administrative Agent shall have been removed or
         appropriate  endorsements  in respect  thereof shall have been obtained
         and the title insurance policies obtained under LSA I in respect of the
         1997 Projects and the Blanket  Mortgages in respect  thereof shall have
         been  continued  and shall  continue to insure such Blanket  Mortgages.
         Such  endorsements to the Title Insurance  Policy {Blanket} shall be in
         an aggregate amount not less than the amount of such Inventory Advance.
         All  premiums in respect of such  endorsement  to such Title  Insurance
         Policy  {Blanket}  shall  have been paid in full and  evidence  thereof
         shall have been delivered to the Administrative Agent.

                  (e)  Warranties and  Representations  True. The warranties and
         representations  contained  in  this  Agreement  shall  be  true in all
         material respects as of 1997 Inventory Advance Date.

                  (f) Legal Opinion  Updates.  GSRP shall have  delivered to the
         Administrative  Agent updates and  confirmations  of the legal opinions
         delivered under LSA I.

                  (g) Proceedings Satisfactory.  All actions taken in connection
         with such  Inventory  Advance shall be reasonably  satisfactory  to the
         Administrative  Agent and its counsel. the Administrative Agent and its
         counsel  shall  receive  copies  of such  documents  and  papers as the
         Administrative   Agent  or  such  counsel  may  reasonably  request  in
         connection with any such Inventory  Advance,  all in form and substance
         satisfactory  to  the  Administrative   Agent  and  its  counsel.   The
         amendments to the Attitash Blanket Mortgage,  substantially in the form
         of Exhibit B-6  hereto,  shall have been  executed  and  delivered  and
         recorded  in  the  appropriate  land  records;  the  amendments  to the
         Killington  Blanket Mortgage,  substantially in the form of Exhibit B-7
         hereto,  shall have been  executed  and  delivered  and recorded in the
         appropriate  land records;  and the  amendments to the Mt. Snow Blanket
         Mortgage,  substantially in the form of Exhibit B-8 hereto,  shall have
         been  executed  and  delivered  and  recorded in the  appropriate  land
         records.   The  Jordan  Bowl  Blanket  Mortgage  and  the  Jordan  Bowl
         Assignment of Rents shall have been executed and delivered and recorded
         in the appropriate land records.

7.       COVENANTS

         GSRP  covenants  that on and after the date  hereof  and so long as any
Obligation of GSRP to the Lenders exists as follows:



<PAGE>





          7.1 PAYMENT OF TAXES AND CLAIMS 

         7.1      Payment of Taxes and Claims.

          Except as  otherwise  provided  for in  Section  3.7 and  Section  3.8
hereof, GSRP shall pay, or cause to be paid, before they become delinquent:

                    (a) all  taxes,  assessments  and  governmental  charges  or
          levies imposed upon it or its Property, including, without limitation,
          the Collateral; and

                  (b) all claims or demands of materialmen, mechanics, carriers,
         warehousemen,  landlords and other like Persons which, if unpaid, might
         result in the creation of a Lien upon its Property,  including, without
         limitation, the Collateral.



<PAGE>





                    7.2   MAINTENANCE   OF   PROPERTIES;    COMPANY   EXISTENCE;
          INDEBTEDNESS; LIENS; BUSINESS 

                    7.2   Maintenance   of   Properties;    Company   Existence;
          Indebtedness; Liens; Business.

         GSRP shall:

                  (a) Property -- maintain its Property in good repair,  working
         order  and  condition  and  make  all  necessary   renewals,   repairs,
         replacements,  additions,  betterments  and  improvements  thereto and,
         without limiting the generality of the foregoing, promptly complete the
         construction and development of each Construction Project in accordance
         with the  Plans  for such  Project  on or prior to  September  1,  2000
         (except with respect to the *Sugarloaf Project,  whose construction and
         development  shall be completed on [a date to be determined] and except
         with  respect  to  the  *Sugarbush  Project,   whose  construction  and
         development  shall  be  completed  on [a  date to be  determined])  and
         thereafter maintain,  or cause to be maintained,  such Project and each
         of the 1997  Projects in good repair,  working  order and condition and
         make,  or  cause  to be  made,  all  necessary  repairs,  replacements,
         additions, betterments and improvements to each such Project;

                    (b)  Insurance  --  maintain,  or  cause  to be  maintained,
          insurance as required by Section 3.5 of this Agreement;

                  (c)  Financial  Records -- (i) keep true books of records  and
         accounts  (including,  without  limitation,  the Books and  Records) in
         which  full  and  correct  entries  will be  made  of all its  business
         transactions  and (ii)  reflect in its  financial  statements  adequate
         accruals  and  appropriations  to  reserves,  all  in  accordance  with
         generally accepted accounting  principles,  practices and procedures at
         the  time  in  effect  and  consistently  applied  or on a  cash  basis
         consistently applied;

                  (d) Company Existence and Rights -- do or cause to be done all
         things  necessary  or required  to preserve  and keep in full force and
         effect  its  corporate  existence,   rights,   powers  and  franchises,
         including,  without limitation, its authorization to do business in the
         states in which the Projects are located;

                  (e) Compliance with Law -- except as set forth in that certain
         letter from GSRP to the  Administrative  Agent dated the Closing  Date,
         not be in violation of (i) any laws, ordinances, governmental rules and
         regulations  to which it is  subject,  and to that end,  GSRP shall not
         fail to obtain any licenses,  permits, franchises or other governmental
         authorizations  necessary to the ownership of its  Properties or to the
         conduct of its  business,  which  violation  or failure to obtain might
         materially  and  adversely  affect the  business,  prospects,  profits,
         Property or condition  (financial  or  otherwise)  of GSRP,  including,
         without  limitation,  any  zoning  laws,  land  use,  design  controls,
         subdivision controls or Environmental Protection Laws applicable to its
         real Property (including,  without limitation,  the Projects), (ii) any
         statutes, rules and regulations,  whether now or hereafter in force, in
         any jurisdiction in which GSRP may make sales of Quartershare Interests
         relating to the right to do business in such jurisdiction and (iii) any
         applicable federal, state or municipal statutes,  rules and regulations
         relating  to  sales  of  Quartershare   Interests  and  the  manner  of
         evidencing  and financing the same to the end that all of the Contracts
         shall be valid,  binding and legally  enforceable  in  accordance  with
         their  respective  terms  subsequent to the  assignment  thereof to the
         Administrative Agent;

                  (f) Deferred  Compensation  Plans -- to the extent that it has
         one or more pension,  profit sharing or other  compensatory  or similar
         plans providing for a program of deferred compensation for any employee
         or officer,  be in  compliance  with all  requirements  of the Employee
         Retirement  Income Security Act of 1974, as amended,  and the rules and
         regulations promulgated in connection therewith;

                  (g)  Development  and  Construction  of the Projects -- retain
         only duly licensed and qualified architects, engineers, contractors and
         subcontractors  to complete the  development  and  construction  of the
         Construction Projects;

                  (h)   Indebtedness   --  not  incur  any   liability  for  any
         indebtedness  for  borrowed  money  (other than the Loan and other than
         certain  purchase money  financing in respect of the acquisition of the
         land at the Canyons having an original stated  principal  amount not in
         excess  of  $6,600,000),   whether  such  indebtedness  is  secured  or
         unsecured,  and  whether  such  liability  is  direct  or  indirect  or
         contingent  or  noncontingent,   and  not,  as  Declarant,  permit  any
         Association  to incur any liability for any  indebtedness  for borrowed
         money, whether secured or unsecured,  other than in the ordinary course
         of the operation and  maintenance  of the Projects,  provided that GSRP
         may incur borrowed money  indebtedness owing to the Parent or any other
         Affiliate of GSRP if (i) such  indebtedness is incurred in the ordinary
         course of business of GSRP,  (ii) at the time of the incurrence of such
         indebtedness (and after giving effect thereto),  no Default or Event of
         Default shall exist, (iii) such indebtedness is unsecured and (iv) such
         indebtedness  is  subordinated  to the Loan as provided  for in Section
         7.11 hereof;

                  (i)  Liens  --  (i)  not  allow  any  Liens  or   encumbrances
         whatsoever  to  attach  to the  Collateral  other  than the  Liens  and
         security interests of the Administrative  Agent created by the Security
         Documents,   any  Liens  in  favor  of  the   Associations   under  the
         Declarations  and the other  Liens set forth on  Schedule  4 hereto and
         (ii) cause the Liens and security interests of the Administrative Agent
         created by the Security  Documents in and to the Collateral to continue
         to be  valid,  enforceable,  perfected  Liens  and  security  interests
         subject to no other Liens  except as set forth in this  Agreement or in
         any other Security Document and in Schedule 4 hereto;

                  (j)  Business  --  have  as its  sole  business  activity  the
         ownership of the Projects and the sale of  Quartershare  Interests  and
         Commercial  Units in respect  thereof and not pursue any other business
         activities  or own any  other  Property,  provided  that  GSRP may own,
         construct,  develop,  operate  and/or  manage,  and  sell  quartershare
         interests or  condominium  units in, other hotel projects if such other
         hotel projects are part of the "Projects" hereunder,  become additional
         "Projects" hereunder or are otherwise financed by the Lenders;

                  (k) Material  Adverse  Effect -- not undertake any action that
         would have a material  adverse  effect on the operation of the Projects
         or the Collateral; and

                  (l)   Notification   of  Claims   --   promptly   notify   the
         Administrative Agent of any claim, action or proceeding affecting title
         to  the  Collateral,  or any  part  thereof,  or  any  of the  security
         interests granted hereunder,  and, at the request of the Administrative
         Agent, appear in and defend, at GSRP's expense,  any such claim, action
         or proceeding.



<PAGE>





          7.3 PAYMENT OF NOTES AND MAINTENANCE OF OFFICE 

         7.3      Payment of Notes and Maintenance of Office.

         GSRP  shall  punctually  pay or  cause  to be paid  the  principal  and
interest  to become due in respect of each of the Notes  according  to the terms
thereof (all of which are  incorporated  herein by reference) and shall make all
other payments required  hereunder and under any other Security  Documents.  All
payments  hereunder or under the Notes shall be to the  Administrative  Agent on
behalf  of the  Lenders  and  shall  be  made in  accordance  with  the  payment
instructions  set forth in Schedule 7 to this  Agreement  or such other  payment
instructions that the Administrative  Agent shall deliver,  in writing,  to GSRP
not less than 2 Business Days prior to any date on which a payment is to be made
hereunder or under the Notes.

         GSRP shall  maintain  an office at Sunday  River  Road,  P.O.  Box 450,
Bethel,  Maine,  where  notices,  presentations  and  demands in respect of this
Agreement,  the Notes or any other Security Document may be made upon GSRP. Such
offices  shall be  maintained  at said  address  of GSRP until such time as GSRP
shall so notify the Administrative  Agent, in writing, of any change of location
of such  offices.  The Books and  Records  of GSRP shall be  maintained  at said
address.  GSRP shall not change its name without  30-day prior written notice to
the Administrative Agent.



<PAGE>





          7.4 SALE OF PROPERTIES 

         7.4      Sale of Properties.

         Without the prior written  consent of the  Administrative  Agent,  GSRP
shall not sell,  lease,  transfer or otherwise dispose of any of the Collateral,
provided that GSRP

                  (a)  may  sell  the  unsold  Quartershare  Interests  and  the
         Commercial Units in the ordinary course of its business to unaffiliated
         consumers  or, if consented to by Lender,  to  Affiliates or affiliated
         consumers,

                  (b) may sell and dispose of (and receive the proceeds thereof)
         in the ordinary  course of its business,  free from any Lien created or
         contemplated  by this  Agreement,  items of  Collateral  consisting  of
         inventory, and

                  (c) may  remove  and  dispose  of (and  receive  the  proceeds
         thereof) in the ordinary  course of its  business,  free from any Liens
         created  or  contemplated  by  this  Agreement,   items  of  Collateral
         consisting of fixtures,  fittings,  machinery,  appliances,  equipment,
         apparatus,  furnishings  and other  personal  Property which shall have
         become worn out or obsolete

and provided further that GSRP may sell Quartershare  Notes pursuant to the Note
Purchase  Agreement on the condition that all cash proceeds thereof not withheld
or  reserved   under  such  Note   Purchase   Agreement   be  delivered  to  the
Administrative  Agent  and  applied  to the  payment  of the Loan to the  extent
required in this Agreement.



<PAGE>





          7.5 CONSOLIDATION AND MERGER

         7.5      Consolidation and Merger.

         GSRP  shall not  consolidate  with or merge  into any  other  Person or
permit any other  Person to  consolidate  with or merge into it.  GSRP shall not
permit a Change in Management to occur.



<PAGE>





          7.6 GUARANTIES 

         7.6      Guaranties.

         GSRP shall not become or be liable in  respect of any  guaranty  except
the endorsement in the ordinary course of business of negotiable instruments for
deposit or collection.



<PAGE>





          ? DISTRIBUTIONS 

         7.7      Distributions.

         GSRP shall not after the Closing Date declare, make or pay any dividend
or other  distribution  or redeem any of its capital stock (in cash or Property)
if (a) after giving  effect  thereto a Default or Event of Default  would exist,
(b) if after giving effect thereto, it would be rendered insolvent,  made unable
to pay its debts as they come due or be left without  adequate capital to pursue
its business or (c) if after giving effect thereto,  GSRP would not have on hand
free,  unencumbered and unrestricted cash (except for the Liens and restrictions
of the Security Documents and LSA I) in an amount of not less than $2,000,000.



<PAGE>





          7.8 COMPLIANCE WITH ENVIRONMENTAL LAWS 

         7.8      Compliance with Environmental Laws.

                    GSRP shall  comply,  and shall  cause each  Project to be in
          compliance, with

                  (a) all  Environmental  Protection  Laws  (including,  without
         limitation,   all   federal,   state   and   local   environmental   or
         pollution-control laws,  regulations,  orders and decrees governing the
         emission  of  waste  water  effluent,  the  treatment,  transportation,
         disposal,   generation  and  storage  of  solid  and  hazardous  waste,
         hazardous and toxic substances and air pollution,  and/or setting forth
         general environmental conditions),

                  (b) any other  applicable  requirements  for conducting,  on a
         timely basis, periodic tests and monitoring for contamination of ground
         water,  surface water, air and/or land, and for biological  toxicity of
         the aforesaid, and

                  (c) the regulations of each relevant  federal,  state or local
         authority administering environmental laws, ordinances or regulations,

to the extent  that the failure to so comply  could have a material  and adverse
effect on the business,  prospects, profits, Property or condition (financial or
otherwise) of GSRP or any one or more of the Projects.

         Without  limiting  the  generality  of the  foregoing,  GSRP  shall not
release or otherwise  dispose of any Hazardous  Substance or any other substance
regulated,   controlled  or  described  as  hazardous  under  any  Environmental
Protection Law on or beneath any real Property  owned,  leased or otherwise used
by GSRP or allow the same to occur with any of the  Projects in violation of any
Environmental   Protection  Law;  and  no  asbestos,   urea  formaldehyde  foam,
polychlorinated  biphenyls,  aluminum  wire or  lead-containing  paint  shall be
installed or used on any such  Property or any  Project.  GSRP shall not take or
suffer to be taken any act or omission  that would  subject it or any Project to
liability  under any  Environmental  Protection Law which liability could have a
material and adverse  effect on the business,  prospects,  profits,  Property or
condition (financial or otherwise) of GSRP or any one or more of the Projects.

         The  Administrative  Agent  shall  have the  right,  but  shall  not be
obligated,  to notify any  state,  federal or local  governmental  authority  of
information which may come to its attention with respect to Hazardous Substances
on  or   emanating   from  any  Project  and  GSRP   irrevocably   releases  the
Administrative Agent and the Lenders from any claims of loss, damage, liability,
expense or injury relating to or arising from, directly or indirectly,  any such
disclosure.   the   Administrative   Agent   will   notify   GSRP  prior  to  or
contemporaneously  with any action taken by the Administrative Agent pursuant to
this paragraph, provided that the failure by the Administrative Agent to provide
such notification shall not affect any action so taken.

         Without  limiting  the scope  and the  effectiveness  of the  foregoing
undertakings  in this  Section  7.8,  GSRP  agrees  to  indemnify  and  hold the
Administrative  Agent and the  Lenders  harmless  from and  against  any losses,
liabilities,  damages,  claims,  causes of action, costs or expenses (including,
without limitation,  attorneys' fees and disbursements),  arising from, incurred
by, or  asserted  against,  any one or more of the  Administrative  Agent or the
Lenders  in  connection  with any  cleanup,  removal or  similar  protective  or
remedial action that may be required or undertaken by any governmental authority
as a result of the presence of any  Hazardous  Substances  at any  Project,  the
release  of  any  other  Hazardous  Substance  on or  from  any  Project  or the
generation, treatment, storage, handling or disposal of any Hazardous Substances
on or from any Project (unless such presence,  release,  generation,  treatment,
storage,  handling or disposal is directly  caused by the  Administrative  Agent
and/or the  Lenders or by any agent of the  Administrative  Agent or the Lenders
acting under the  Administrative  Agent's or the Lenders'  direct  orders).  The
liability of GSRP to the Administrative Agent or any Lender under this paragraph
shall survive any assignment,  transfer, discharge or foreclosure of the Blanket
Mortgages  or any  transfer of any  Project (or any portion  thereof) by deed in
lieu of foreclosure  or otherwise,  and any one or more transfers of any Project
(or any portion thereof) by deed or otherwise, by whosoever made.

         If GSRP fails to diligently take any action required under this Section
7.8 or by any  governmental  entity  with  respect  to the  cleanup,  control or
reporting of any Hazardous Substances, materials or wastes in, on, from or under
any  Project,  the  Administrative  Agent,  at the  instruction  of the Required
Parties, may enter upon such Project, retain such experts and consultants at the
expense  of  GSRP  and  take  such  action  as the  Administrative  Agent  deems
advisable,  and the  Administrative  Agent may, in its sole discretion,  advance
such sums of money as it deems necessary,  with respect to the cleanup,  control
or  reporting of any such  substances,  materials or wastes in, on or under such
Project. GSRP shall pay to the Administrative Agent immediately and upon demand,
all sums of money so advanced or expended by the  Administrative  Agent pursuant
to this  paragraph,  together  with interest on each such advance at the Default
Rate,  and all such  sums,  and the  interest  thereon,  shall be secured by the
Collateral.   the   Administrative   Agent   will   notify   GSRP  prior  to  or
contemporaneously  with any action taken by the Administrative Agent pursuant to
this paragraph, provided that the failure by the Administrative Agent to provide
such notification shall not affect any action so taken.



<PAGE>





          7.9 TRANSACTIONS WITH AFFILIATES; PRINCIPAL PROPERTIES 

         7.9      Transactions with Affiliates; Principal Properties.

         GSRP  shall  not  enter  into  any   transaction   including,   without
limitation,  the purchase,  sale or exchange of Property or the rendering of any
service with any Affiliate except in the ordinary course of, and pursuant to the
reasonable  requirements  of, GSRP's business and upon fair and reasonable terms
no less  favorable to GSRP than would be obtained in a  comparable  arm's-length
transaction  with a Person not an Affiliate.  GSRP shall have no  investments in
any Voting Equities.  Anything  contained in this Section 7.9 shall not prohibit
or affect any of the Host Company Lease Agreements.



<PAGE>





          7.10 USE OF THE LENDER NAME 

         7.10     Use of the Lender Name.

         GSRP shall not, nor shall it permit any Affiliate to, without the prior
written consent of the Administrative  Agent, use the name of the Administrative
Agent or any Lender or the name of any  affiliate  of any  Lender in  connection
with any of its respective  businesses or activities,  except in connection with
internal business matters and as required in dealings with governmental agencies
or as may be required by law.



<PAGE>





          7.11 SUBORDINATED OBLIGATIONS 

         7.11     Subordinated Obligations.

         GSRP shall not,  directly or  indirectly,  (a) permit any payment to be
made in respect  of any  indebtedness,  liabilities  or  obligations,  direct or
contingent,  which  are  subordinated  by  the  terms  thereof  or  by  separate
instrument  to the payment of  principal  of, and  interest  and premium on, the
Notes except in accordance with the terms of such subordination,  (b) permit the
amendment, rescission or other modification of any such subordination provisions
of any  of  GSRP's  subordinated  obligations  in  such a  manner  as to  affect
adversely the Administrative Agent's Lien or the prior position of the Notes, or
(c) permit the  unscheduled  prepayment  or redemption of all or any part of any
subordinated  obligations  of GSRP except in  accordance  with the terms of such
subordination.  GSRP shall  cause each of the Parent and the Host  Companies  to
subordinate  all of its  indebtedness,  liabilities  or  obligations,  direct or
contingent, owing to it from GSRP to the payment of the Obligations.  GSRP shall
cause each of its other Affiliates to subordinate all indebtedness,  liabilities
or  obligations,  direct or contingent,  owing to it from GSRP to the payment of
the Obligations.  The terms of such  subordination  shall be satisfactory to the
Administrative  Agent. Such subordination may permit payments by GSRP in respect
of such subordinated indebtedness,  liabilities or obligations if (i) no Default
or Event of Default then exists or, after giving effect to such  payment,  would
exist and (ii) GSRP  would not be  rendered  insolvent,  made  unable to pay its
debts  as they  come due or be left  without  adequate  capital  to  pursue  its
business after giving effect to such payment.



<PAGE>





          7.12 NOTICE OF LEGAL PROCEEDINGS 

         7.12     Notice of Legal Proceedings.

         Promptly  upon  becoming  aware of the  existence  thereof,  GSRP shall
deliver to the Administrative  Agent written  notification of the institution of
any  litigation,  legal  proceeding  or  dispute  with  any  Person,  entity  or
governmental authority in any way involving GSRP, any Project, the Collateral or
any of GSRP's other assets as to which there is a reasonable  possibility  of an
adverse  determination  and that,  if  adversely  determined,  would  materially
adversely  affect  GSRP,  any  Project,  the  Collateral  or any of GSRP's other
assets.



<PAGE>





          7.13 FURTHER ASSURANCES 

         7.13     Further Assurances.

         GSRP shall from time to time execute and deliver to the  Administrative
Agent such other  instruments,  certificates  and  documents and shall take such
other  action  and do all other  things  as may from time to time be  reasonably
requested  by the  Administrative  Agent  or the  Required  Parties  in order to
implement or  effectuate  the  provisions  of, or more fully  perfect the rights
granted or  intended  to be granted by GSRP to the  Administrative  Agent or the
Lenders  pursuant  to the  terms  of,  this  Agreement,  the  Notes or any other
Security  Document.  GSRP agrees,  in its  capacity as Declarant  (to the extent
permitted by applicable  law), to cause each Association to take such action and
to do all other things as may from time to time be  reasonably  requested by the
Administrative Agent or the Required Parties in order to implement or effectuate
the provisions of this Agreement and the other Security Documents.



<PAGE>





          7.14 FINANCIAL STATEMENTS 

         7.14     Financial Statements.

         GSRP shall submit to the Lender the following:

                  (a) Annual  Statements -- As soon as practicable after the end
         of each  fiscal  year of GSRP,  and in any event no later  than 90 days
         thereafter, duplicate copies of:

                              (i) a balance  sheet of GSRP as at the end of such
                    fiscal year, and

                              (ii) a statement of income of GSRP for such fiscal
                    year, and

                              (iii) a statement of changes in cash flows of GSRP
                    during such fiscal year,

                           (iv) a statement  of material  changes of  accounting
                  policies, presentations or principles during such fiscal year,
                  and

                           (v)      notes to such financial statements.

                  Each of the above shall have been  prepared  (as an  unaudited
         compilation)  by  an  independent  certified  public  accounting  firm,
         selected  by  GSRP  and  acceptable  to the  Administrative  Agent,  in
         reasonable  detail and shall set forth,  in each case,  in  comparative
         form the figures for the previous  fiscal year,  and shall be certified
         as complete and correct by the chief  financial  officer of GSRP.  GSRP
         shall also deliver to the Administrative Agent with the above financial
         statements  a report,  certified  as complete  and correct by the chief
         financial officer of GSRP,  showing all sales and cancellations made in
         respect of Quartershare  Interests and Commercial  Units at each of the
         Projects  for the fiscal year of GSRP then most  recently  ended and in
         respect of which said  financial  statements  shall have been prepared.
         The above financial statements shall be accompanied by a certificate of
         the  chief  financial  officer  of  GSRP,  which  certificate  shall be
         acceptable   to   the   Administrative   Agent   and   shall,   without
         qualification,  state that such financial statements fairly present the
         financial  condition of GSRP and have been prepared  consistently  with
         past practices.

                  In the event that the aforesaid  annual  financial  statements
         are not in form and content  satisfactory to the Required  Parties,  in
         their sole determination,  GSRP shall, within 90 days of the receipt of
         the  Administrative  Agent's written request  therefor,  deliver to the
         Administrative  Agent  duplicate  copies  of  the  aforesaid  financial
         statements   together  with  an  unqualified   opinion  thereon  of  an
         independent  certified  public  accounting  firm,  selected by GSRP and
         satisfactory  to the  Administrative  Agent,  which opinion shall state
         that such financial  statements present fairly the financial  condition
         of GSRP,  have been  prepared in  accordance  with  generally  accepted
         accounting  principles,  procedures and practices  consistently applied
         (except for changes in  application in which such  accountants  concur)
         and  that  the  examination  of  such  financial   statements  by  such
         accountants  has  been  made  in  accordance  with  generally  accepted
         auditing  standards,   and  accordingly  included  such  tests  of  the
         accounting   records  and  such  other  auditing   procedures  as  were
         considered  necessary  in  the  circumstances.  The  aforesaid  audited
         financial  statements shall be in form and content  satisfactory to the
         Administrative Agent.

                  If the amount shown on GSRP's aforesaid unaudited statement of
         income  for  "total  operating  income,"  as such  term is  defined  in
         accordance with generally accepted accounting principles, does not vary
         by more than 5% from the amount shown on GSRP's  aforesaid  unqualified
         audited  statement  of income for "total  operating  income" and if the
         amount shown on GSRP's aforesaid unaudited statement of income for "net
         operating income," as such term is defined in accordance with generally
         accepted accounting principles,  does not vary by more than 5% from the
         amount  shown on GSRP's  aforesaid  unqualified  audited  statement  of
         income  for  "net  operating   income,"  the  Lenders  shall  bear,  in
         accordance  with their Pro Rata Shares (as defined in clause (i) of the
         definition of such term),  the cost and expense of the certified public
         accounting  firm  utilized to deliver the aforesaid  audited  financial
         statements and accountancy opinion; otherwise, GSRP shall bear all such
         costs and expenses.

                  (b) Quarterly  Statements -- As soon as practicable  after the
         end of each fiscal  quarter of GSRP,  and in any event no later than 60
         days thereafter, duplicate copies of:

                              (i) a balance  sheet of GSRP as at the end of such
                    fiscal quarter,

                           (ii) a statement  of income of GSRP for such  quarter
                  and (in the case of the  second  and third  quarters)  for the
                  portion of the fiscal year ending with such quarter,

                           (iii) a  statement  of  changes in cash flows of GSRP
                  during  such  quarter and (in the case of the second and third
                  quarters)  for the portion of the fiscal year ending with such
                  quarter, and

                           (iv) a statement  of material  changes of  accounting
                  policies, presentations or principles during such quarter.

                  Each of the above  shall  have  been  prepared  in  reasonable
         detail and in accordance with generally accepted accounting principles,
         procedures   and  practices   consistently   applied  (other  than  the
         preparation of notes to such financial statements),  subject to changes
         resulting from year-end  adjustments,  and shall set forth in each case
         in comparative  form the figures for the  corresponding  periods in the
         immediately  preceding  fiscal year, and shall be certified as complete
         and correct by the chief financial officer of GSRP.

                  (c) Notice of Default  or Event of  Default --  Promptly  upon
         becoming  aware  of the  existence  of any  condition  or  event  which
         constitutes  a  Default  or an  Event  of  Default,  a  written  notice
         specifying  the nature and period of existence  thereof and what action
         GSRP is taking or proposes to take with respect thereto.

                  (d) Notice of Claimed  Default --  Immediately  upon  becoming
         aware  that  the  holder  of  any  obligation  or of  any  evidence  of
         indebtedness  or other  Security of GSRP has given  notice or taken any
         other  action  with  respect  to a claimed  default or event of default
         thereunder,  a written  notice  specifying  the notice  given or action
         taken by such holder and the nature of the claimed  default or event of
         default and what action GSRP is taking or proposes to take with respect
         thereto.

                  (e) Material Adverse Developments -- Immediately upon becoming
         aware of any development or other  information which may materially and
         adversely  affect  the  Property,   business,   prospects,  profits  or
         condition  (financial  or  otherwise) of GSRP or the ability of GSRP to
         perform its obligations  under this  Agreement,  the Notes or the other
         Security   Documents,   telephonic,   telefax  or  telegraphic   notice
         specifying  the  nature  of such  development  or  information  and the
         anticipated effect.

                  (f) Financial Information -- As promptly as possible after the
         receipt   thereof,   all  financial   statements,   budgets  and  other
         information  distributed  by the  Associations.  GSRP,  as Declarant or
         otherwise,  shall cause each  Association to prepare  annual  financial
         statements  and  an  annual  budget,  and  shall  deliver  each  to the
         Administrative  Agent  within  90  days  of the  end of  each  of  each
         Association's fiscal years.

                  (g) Sales  Information  -- On or  before  the 15th day of each
         month,  a  report  showing  (by  Purchaser  and in the  aggregate)  the
         previous month's sales of, and cancellations of sales of,  Quartershare
         Interests and Commercial units with respect to each of the Projects.

                  (h) Requested Information -- With reasonable promptness,  such
         other  data and  information  as from  time to time  may be  reasonably
         requested by the Administrative Agent or the Required Parties.



<PAGE>





          7.15 OFFICERS' CERTIFICATE 

         7.15     Officers' Certificate.

         The financial statements delivered to the Administrative Agent pursuant
to Section 7.14(a) and Section 7.14(b) of this Agreement shall be accompanied by
a certificate of the chief financial officer of GSRP setting forth:

                  (a) Covenant  Compliance -- the information  required in order
         to  establish  whether  GSRP  was  in  compliance  with  all  financial
         covenants  contained in Section 7 of this  Agreement  during the period
         covered by the financial  statements  or reports then being  furnished;
         and

                  (b) Event of  Default -- a  statement  that the  signers  have
         reviewed the relevant terms of this Agreement (and all other agreements
         and exhibits  between the parties) and have made, or caused to be made,
         under their supervision, a review of the transactions and conditions of
         GSRP  from  the  beginning  of the  period  covered  by  the  financial
         statements  or reports  being  delivered  therewith  to the date of the
         certificate and that such review has not disclosed the existence during
         such period of any  condition or event which  constitutes  a Default or
         Event of Default or, if any such  condition or event  existed or exists
         or will exist,  specifying  the nature and period of existence  thereof
         and  what  action  GSRP has  taken or  proposes  to take  with  respect
         thereto.



<PAGE>





          5.9, 7.16 INSPECTION 

         7.16     Inspection.

         GSRP shall permit the  Administrative  Agent or its  representatives to
make such inspections/audits of its books, accounts,  records,  orders, original
correspondence  and such other papers as it may desire and of its premises,  the
Projects  and the other  Collateral,  from time to time,  as the  Administrative
Agent may in its sole  discretion  determine.  GSRP shall supply  copies of such
records and papers as the Administrative Agent may reasonably request, and shall
permit the Administrative Agent to discuss GSRP's affairs, finances and accounts
with GSRP's managers,  officers,  employees and independent  public  accountants
(and by this provision GSRP hereby  authorizes said  accountants to discuss with
the  Administrative  Agent the finances and affairs of GSRP),  all at reasonable
times and as often as may be desired by the  Administrative  Agent. GSRP further
agrees to supply the Administrative Agent with such other reasonable information
relating to GSRP and the  Collateral  as the  Administrative  Agent may request.
With respect to any inspections  and/or audits referred to in this Section 7.16,
GSRP  shall  pay  for all  out-of-pocket  costs  and  expenses  incurred  by the
Administrative  Agent  (including,  without  limitation,  travel  expenses,  but
excluding salaries of employees of the Administrative  Agent) and shall promptly
reimburse the  Administrative  Agent  therefor upon receipt by GSRP of a written
demand therefor from the Administrative  Agent, provided that, for so long as no
Default  or Event of  Default  shall  exist,  GSRP  shall  not be  obligated  to
reimburse  the  Administrative  Agent for such costs and  expenses  in excess of
$20,000 during any calendar year. Any inspections by any Lender shall be at such
time or times and shall have such scope as may be agreed upon by such Lender and
GSRP and shall be at the sole expense of such Lender.


8.       EVENTS OF DEFAULT



<PAGE>





          8.1 DEFAULT 

         8.1      Default.

         GSRP hereby covenants, agrees and acknowledges that an Event of Default
shall exist under this  Agreement if any of the  following  events or conditions
(each, an "Event of Default") shall occur and be continuing:

                  (a) Payments -- (i) failure to make any payment of interest on
         any Note on or before 5 days after the due date  thereof;  (ii) failure
         to make any payment of  principal of any Note on or before 5 days after
         the due date  thereof;  or (iii)  failure  to make  any  other  payment
         required  pursuant  to the  terms of this  Agreement,  the Notes or any
         other  Security  Document  on or  before  10 days  after  the due  date
         thereof; or

                  (b)   Warranties   or   Representations   --   any   warranty,
         representation   or  other   statement   made  or   furnished   to  the
         Administrative Agent or the Lenders by or on behalf of GSRP, the Parent
         or any Host Company in this  Agreement or any other  Security  Document
         proves to have been false or  misleading  in any material  respect when
         made or furnished; or

                  (c) Other  Covenants -- the failure by GSRP, the Parent or any
         Host  Company  to comply  with any  covenant  relating  to such  Person
         contained in any Security Document to which such Person is a party, and
         the  continuance  of such  failure  for more  than 30 days  after  such
         failure  shall  have  first  become  known to any  manager,  officer or
         director of GSRP, the Parent or such Host Company; or

                  (d) Material  Adverse Change -- any material adverse change in
         or in  respect  of the  Collateral  or any one or more of the  Projects
         (including,  without  limitation,  the  termination  of any  applicable
         quartershare interest or condominium regimen {whether by consent of the
         condominium  owners or quartershare  interest owners or otherwise} with
         respect  to  any  Project,   any   modification  or  amendment  to  the
         Declarations  of any of the  Projects  which is  reasonably  likely  to
         adversely  affect the  Collateral or the operations or prospects of any
         of the Projects, or the substantial  destruction of any Project, if not
         fully insured) or in the financial condition of GSRP; or

                  (e)  Insolvency  -- (i) a receiver,  liquidator,  custodian or
         trustee of GSRP,  the  Parent or any Host  Company of all or any of the
         Property  of any of them  shall be  appointed  by court  order and such
         order  remains in effect for more than 60 days;  or an order for relief
         shall be entered with respect to GSRP,  the Parent or any Host Company,
         or GSRP, the Parent or any Host Company shall be adjudicated a bankrupt
         or  insolvent;  or  any of  the  Property  of  any  of  them  shall  be
         sequestered  by court  order and such order  remains in effect for more
         than 60 days; or a petition  shall be filed against GSRP, the Parent or
         any Host Company  under any  bankruptcy,  reorganization,  arrangement,
         insolvency, readjustment of debt, dissolution or liquidation law of any
         jurisdiction,  whether  now or  hereafter  in effect,  and shall not be
         dismissed within 60 days after such filing; or (ii) GSRP, the Parent or
         any Host  Company  shall file a petition  in  voluntary  bankruptcy  or
         seeking relief under any provision of any  bankruptcy,  reorganization,
         arrangement,   insolvency,   readjustment   of  debt,   dissolution  or
         liquidation  law of any  jurisdiction,  whether  now  or  hereafter  in
         effect, or shall consent to the filing of any petition against it under
         any such law; or (iii) GSRP,  the Parent or any Host Company shall make
         an  assignment  for the  benefit of its  creditors,  or shall  admit in
         writing its  inability,  or shall fail,  to pay its debts  generally as
         they  become due, or shall  consent to the  appointment  of a receiver,
         liquidator or trustee of GSRP,  the Parent or any Host  Company,  or of
         all or any part of the Property of any of them; or

                  (f) Judgment -- final judgment or judgments for the payment of
         money,  the aggregate of which exceeds  $500,000,  shall be outstanding
         against GSRP,  the Parent or any Host Company and any of such judgments
         shall have been  outstanding for more than 30 days from the date of its
         entry and shall not have been discharged in full or stayed; or

                  (g) Default in Lender  Agreements  -- (i) any  default  (after
         giving effect to the expiration of any applicable grace periods) under,
         and as defined  in, any other  agreement,  now  existing  or  hereafter
         entered  into,  between  GSRP and any one or more of the Lenders or any
         affiliate of any Lender,  including,  without  limitation,  any default
         under the Note  Purchase  Agreement or (ii) any default  (after  giving
         effect to the expiration of any applicable grace periods) under, and as
         defined in, any other  agreement,  now  existing or  hereafter  entered
         into,  between  GSRP or GSRP and any one or more of the  Lenders or any
         affiliate of any Lender,  including,  without  limitation,  any default
         under the Note Purchase Agreement or LSA I.

                  (h) Default by GSRP in Other Agreements -- any default by GSRP
         in the  payment of  material  indebtedness  for  borrowed  money or any
         guarantee  issued  by GSRP in  respect  of  borrowed  money;  any other
         default  under such  indebtedness  which  accelerates  or  permits  the
         acceleration  (after the giving of notice or passage of time,  or both)
         of the maturity of such  indebtedness,  whether or not such default has
         been waived by the holder of such indebtedness; or

                  (i)  Suspension  of Sales -- the  issuance  of any stay order,
         cease and desist  order or similar  judicial  or  nonjudicial  sanction
         limiting or otherwise affecting the sale of Quartershare  Interests and
         any such order or sanction shall have been outstanding for more than 30
         days from the date of its entry and shall not have been  discharged  in
         full or stayed by appeal, bond or otherwise; or

                  (j) Host  Companies -- any Host  Company  shall cease to be in
         business or to operate the ski  facilities  adjacent to its  respective
         Project;  any Host Company shall be in default (after the elapse of all
         applicable  grace  or  cure  periods)  under  its  Host  Company  Lease
         Agreement or Beneficial  Improvements Agreement, as the case may be; or
         any Host Company shall not allow  Quartershare  Interest  owners at its
         respective Project to have access and use of its ski facilities (except
         if such  owners do not  comply  with the rules or  regulations  of such
         facilities or fail to comply with the payment terms or other conditions
         of use of such  facilities  that are  generally  applicable to users of
         such facilities).



<PAGE>





          8.2 DEFAULT REMEDIES 

         8.2      Default Remedies.

          (a) Acceleration of Obligations; Right To Dispose of Collateral.

                           (i) If an Event of Default  under  Section  8.1(e) of
                  this  Agreement  shall  occur,  then  the  Obligations  shall,
                  automatically   and   without   notice   or   demand   by  the
                  Administrative  Agent or the  Lenders,  become at once due and
                  payable and all Commitments shall at once terminate,  and GSRP
                  will forthwith pay to the Lenders,  in addition to any and all
                  sums and charges  otherwise due in respect of the Obligations,
                  the  entire  principal  of and  interest  accrued on the Notes
                  together  with,  to the extent  permitted by law, a Prepayment
                  Premium  in  respect  thereof  (other  than in  respect of the
                  Jordan  Bowl  Obligations,   the  Attitash  Obligations,   the
                  Killington  Obligations and the Mt. Snow Obligation in respect
                  of which no Prepayment Premium shall be payable). If any other
                  Event  of  Default  shall  occur,  (A)  all of  the  Steamboat
                  Obligations  shall,  at the option of the  Steamboat  Required
                  Lenders,  and without  notice or demand by the  Administrative
                  Agent or the Steamboat Lenders, become at once due and payable
                  and all Steamboat Construction Project Advance Commitments and
                  Steamboat   Inventory   Advance   Commitments  shall  at  once
                  terminate,  and  GSRP  will  forthwith  pay to  the  Steamboat
                  Construction  Project Advance  Lenders or Steamboat  Inventory
                  Advance  Lenders,  as the case may be, in  addition to any and
                  all sums and charges otherwise due in respect of the Steamboat
                  Obligations,  the entire  principal of and interest accrued on
                  the Steamboat  Construction Project Advance Notes or Steamboat
                  Inventory Advance Notes, as the case may be, together with, to
                  the extent  permitted by law, a Prepayment  Premium in respect
                  of  the  Steamboat   Obligations;   (B)  all  of  the  Canyons
                  Obligations  shall,  at the  option  of the  Canyons  Required
                  Lenders,  and without  notice or demand by the  Administrative
                  Agent or the Canyons  Lenders,  become at once due and payable
                  and all Canyons  Construction  Project Advance Commitments and
                  Canyons Inventory Advance Commitments shall at once terminate,
                  and  GSRP  will  forthwith  pay  to the  Canyons  Construction
                  Project Advance Lenders or Canyons  Inventory Advance Lenders,
                  as the  case  may be,  in  addition  to any and all  sums  and
                  charges  otherwise due in respect of the Canyons  Obligations,
                  the entire  principal of and  interest  accrued on the Canyons
                  Construction   Project  Advance  Notes  or  Canyons  Inventory
                  Advance  Notes,  as the case  may be,  together  with,  to the
                  extent  permitted by law, a  Prepayment  Premium in respect of
                  the Canyons Obligations; (C) all of the *Sugarbush Obligations
                  shall, at the option of the *Sugarbush  Required Lenders,  and
                  without  notice or demand by the  Administrative  Agent or the
                  *Sugarbush  Lenders,  become at once due and  payable  and all
                  *Sugarbush   Construction   Project  Advance  Commitments  and
                  *Sugarbush   Inventory  Advance   Commitments  shall  at  once
                  terminate,  and  GSRP  will  forthwith  pay to the  *Sugarbush
                  Construction  Project Advance Lenders or *Sugarbush  Inventory
                  Advance  Lenders,  as the case may be, in  addition to any and
                  all  sums  and  charges   otherwise  due  in  respect  of  the
                  *Sugarbush  Obligations,  the entire principal of and interest
                  accrued on the *Sugarbush  Construction  Project Advance Notes
                  or *Sugarbush  Inventory  Advance  Notes,  as the case may be,
                  together  with,  to the extent  permitted by law, a Prepayment
                  Premium in respect of the *Sugarbush  Obligations;  (D) all of
                  the  *Sugarloaf  Obligations  shall,  at  the  option  of  the
                  *Sugarloaf  Required Lenders,  and without notice or demand by
                  the Administrative Agent or the *Sugarloaf Lenders,  become at
                  once due and payable and all *Sugarloaf  Construction  Project
                  Advance   Commitments   and   *Sugarloaf   Inventory   Advance
                  Commitments  shall at once terminate,  and GSRP will forthwith
                  pay to the *Sugarloaf  Construction Project Advance Lenders or
                  *Sugarloaf  Inventory Advance Lenders,  as the case may be, in
                  addition  to any and all sums  and  charges  otherwise  due in
                  respect of the *Sugarloaf Obligations, the entire principal of
                  and interest  accrued on the *Sugarloaf  Construction  Project
                  Advance Notes or *Sugarloaf  Inventory  Advance Notes,  as the
                  case may be, together with, to the extent  permitted by law, a
                  Prepayment  Premium in respect of the *Sugarloaf  Obligations;
                  (E) all of the Jordan Bowl Obligations shall, at the option of
                  the Jordan Bowl Required Lenders, and without notice or demand
                  by the Administrative Agent or the Jordan Bowl Lenders, become
                  at once due and payable and the Jordan Bowl Inventory  Advance
                  Commitments  shall at once terminate,  and GSRP will forthwith
                  pay to the Jordan Bowl Inventory Advance Lenders,  in addition
                  to any and all sums and  charges  otherwise  due in respect of
                  the  Jordan  Bowl  Obligations,  the entire  principal  of and
                  interest  accrued on the Jordan Bowl Inventory  Advance Notes,
                  (F) all of the Attitash  Obligations  shall,  at the option of
                  the Attitash Required Lenders, and without notice or demand by
                  the  Administrative  Agent or the Attitash Lenders,  become at
                  once  due and  payable  and  the  Attitash  Inventory  Advance
                  Commitments  shall at once terminate,  and GSRP will forthwith
                  pay to the Attitash Inventory Advance Lenders,  in addition to
                  any and all sums and charges  otherwise  due in respect of the
                  Attitash  Obligations,  the entire  principal  of and interest
                  accrued on the Attitash  Inventory  Advance Notes,  (G) all of
                  the  Killington  Obligations  shall,  at  the  option  of  the
                  Killington  Required Lenders,  and without notice or demand by
                  the Administrative Agent or the Killington Lenders,  become at
                  once due and  payable  and the  Killington  Inventory  Advance
                  Commitments  shall at once terminate,  and GSRP will forthwith
                  pay to the Killington  Inventory Advance Lenders,  in addition
                  to any and all sums and  charges  otherwise  due in respect of
                  the  Killington  Obligations,  the  entire  principal  of  and
                  interest  accrued on the Killington  Inventory  Advance Notes,
                  (H) all of the Mt. Snow  Obligations  shall,  at the option of
                  the Mt. Snow Required Lenders, and without notice or demand by
                  the  Administrative  Agent or the Mt. Snow Lenders,  become at
                  once  due  and  payable  and the Mt.  Snow  Inventory  Advance
                  Commitments  shall at once terminate,  and GSRP will forthwith
                  pay to the Mt. Snow Inventory Advance Lenders,  in addition to
                  any and all sums and charges  otherwise  due in respect of the
                  Mt. Snow  Obligations,  the entire  principal  of and interest
                  accrued on the Mt. Snow Inventory  Advance  Notes,  and/or (I)
                  all of the  Obligations  shall,  at the option of the Required
                  Parties,  and without  notice or demand by the  Administrative
                  Agent or the  Lenders,  become at once due and payable and all
                  Commitments  shall at once terminate,  and GSRP will forthwith
                  pay to the  Lenders,  in  addition  to any  and all  sums  and
                  charges  otherwise  due in  respect  of the  Obligations,  the
                  entire principal of and interest accrued on the Notes together
                  with, to the extent permitted by law, a Prepayment  Premium in
                  respect  thereof  (other  than in respect  of the Jordan  Bowl
                  Obligations,   the  Attitash   Obligations,   the   Killington
                  Obligations and the Mt. Snow Obligation in respect of which no
                  Prepayment Premium shall be payable). The Administrative Agent
                  on  behalf  of the  Lenders  shall  have  all the  rights  and
                  remedies of a secured party under the Uniform Commercial Code,
                  all the rights and remedies  under the Blanket  Mortgages  and
                  the  Assignment  of Rents  and all other  legal and  equitable
                  rights  to  which  it  may  be  entitled,  including,  without
                  limitation  and without  further  notice to GSRP, the right to
                  collect and/or  continue to collect all payments being made or
                  to be made on the  Contracts and to apply such payments to the
                  Obligations,  as provided  for  herein,  and to sue in its own
                  name (or the name of GSRP) the  Purchaser  under any Contract.
                  The Administrative  Agent shall also have the right to require
                  GSRP to assemble the  Collateral  or any portion  thereof,  at
                  GSRP's  expense,  and make it available to the  Administrative
                  Agent at a place to be designated by the Administrative Agent,
                  which  is  reasonably  convenient  to  both  parties,  and the
                  Administrative  Agent  shall have the right to take  immediate
                  possession of the Collateral or such portion and may enter any
                  of the  premises of GSRP or wherever  the  Collateral  or such
                  portion shall be located,  in accordance  with applicable law,
                  and to keep and store  the same on said  premises  until  sold
                  (and if said premises be the Property of GSRP, GSRP agrees not
                  to charge the  Administrative  Agent or any one or more of the
                  Lenders for  storage  thereof for a period of at least 90 days
                  after   sale  or   disposition   of  such   Collateral).   The
                  Administrative   Agent  shall  have  the  right  to  sell  the
                  Collateral  or any  part  thereof  in one or more  parcels  at
                  public  or  private  sale for cash,  on  credit or for  future
                  delivery,  at such time or times  and at such  price or prices
                  and upon such other terms as the Steamboat  Required  Lenders,
                  in the case of Collateral in respect of the Steamboat  Project
                  and  acceleration  of the Steamboat  Obligations,  the Canyons
                  Required Lenders,  in the case of Collateral in respect of the
                  Canyons Project and  acceleration of the Canyons  Obligations,
                  the *Sugarbush  Required Lenders, in the case of Collateral in
                  respect of the  *Sugarbush  Project  and  acceleration  of the
                  *Sugarbush  Obligations,  *Sugarloaf  Required Lenders, in the
                  case of  Collateral in respect of the  *Sugarloaf  Project and
                  acceleration  of the  *Sugarloaf  Obligations  or the Required
                  Parties,  the Jordan  Bowl  Required  Lenders,  in the case of
                  Collateral   in  respect  of  the  Jordan  Bowl   Project  and
                  acceleration  of the Jordan  Bowl  Obligations,  the  Attitash
                  Required Lenders,  in the case of Collateral in respect of the
                  Attitash Project and acceleration of the Attitash Obligations,
                  the Killington  Required Lenders, in the case of Collateral in
                  respect of the  Killington  Project  and  acceleration  of the
                  Killington Obligations,  the Mt. Snow Required Lenders, in the
                  case of  Collateral  in respect of the Mt.  Snow  Project  and
                  acceleration  of the  Mt.  Snow  Obligations  or the  Required
                  Parties,  in the case of  acceleration  of all  Obligations by
                  order  of  the  Required   Parties,   may  deem   commercially
                  reasonable.  GSRP,  the  Administrative  Agent and the Lenders
                  agree  that 10 days'  notice to GSRP of any  public or private
                  sale or other  disposition  of Collateral or any portion shall
                  be  reasonable  notice  thereof and such sale shall be at such
                  location(s)  as the  Administrative  Agent shall  designate in
                  said notice. The Administrative  Agent shall have the right to
                  bid at any such sale on behalf of the  Lenders and each Lender
                  shall have the right to bid at any such sale on its own behalf
                  and, in  connection  with any such bid,  such Person  shall be
                  entitled,  for the purpose of making  settlement or payment in
                  respect of any such accepted bid, to use and apply any amounts
                  to be paid to it  under  Section  8.2(c)  hereof  as a  credit
                  against the  purchase  price  payable by it in respect of such
                  accepted bid.  Each  purchaser at any such sale shall hold the
                  Property  so sold  absolutely  free from any claim or right on
                  the  part of GSRP,  and  GSRP  hereby  waives  (to the  extent
                  permitted by applicable  law) all rights of  redemption,  stay
                  and  appraisal  which  it now  has or may at any  time  in the
                  future have under any rule of law or statute  now  existing or
                  hereafter  enacted.  The  Administrative  Agent  shall  not be
                  obligated to make any sale of Collateral  regardless of notice
                  of sale  having  been  given.  The  Administrative  Agent  may
                  adjourn  any  public  or  private  sale  from  time to time by
                  announcement  at the time and place fixed  therefor,  and such
                  sale  may,  without  further  notice,  be made at the time and
                  place to which it was so adjourned.

                           After the  payment  in full of the Loan and all other
                  Obligations  in respect  thereof,  Required  Parties under the
                  Note  Purchase  Agreement  shall have the  exclusive  right to
                  exercise   the   rights   and   remedies   in   favor  of  the
                  Administrative   Agent  herein  and  in  the  other   Security
                  Documents.  Prior  to the  payment  in full of the  Loan,  the
                  Required  Parties under the Note Purchase  Agreement shall not
                  have any right to direct the  Administrative  Agent in respect
                  of any of its  rights  and  remedies  herein  or in the  other
                  Security  Documents and such  Required  Parties under the Note
                  Purchase  Agreement  shall  not be  entitled  to  receive  any
                  notice, right or benefit in respect of such rights or remedies
                  or otherwise in respect of the Collateral.

                           (ii) In view  of the  fact  that  federal  and  state
                  securities laws may impose certain restrictions on the methods
                  by which a sale of Collateral, if comprised of Securities, may
                  be effected after an Event of Default,  GSRP agrees that, upon
                  the  occurrence  and  continuance  or existence of an Event of
                  Default,  the  Administrative  Agent  may,  from time to time,
                  attempt to sell all or any part of such Collateral by means of
                  a private  placement  restricting  the bidding and prospective
                  purchasers to those who will represent and agree that they are
                  purchasing for investment only and not for, or with a view to,
                  distribution.  In so doing,  and  without  limiting  any other
                  means of  private  placement,  the  Administrative  Agent  may
                  solicit offers to buy such  Collateral,  or any part of it for
                  cash,  from  a  limited  number  of  investors  deemed  by the
                  Administrative  Agent,  in  its  reasonable  judgment,  to  be
                  responsible  parties who might be interested in purchasing the
                  Collateral,  and if the  Administrative  Agent  solicits  such
                  offers from not less than 4 such investors (and otherwise acts
                  in good  faith),  then the  acceptance  by the  Administrative
                  Agent of the highest offer obtained  therefrom shall be deemed
                  to be a commercially  reasonable method of disposition of such
                  Collateral.

                           (iii)  At  any  time   after   all  or  part  of  the
                  Obligations have become accelerated and due and payable at the
                  option  of one or more  groups  of  Project  Required  Lenders
                  pursuant  to clause  (i)  above,  each such  group of  Project
                  Required  Lenders,  by written notice to GSRP, may rescind and
                  annul such  acceleration  and its consequences if (1) GSRP has
                  paid all  overdue  interest  on the  Notes of the type held by
                  such group of Project Required Lenders,  all principal due and
                  payable  on any  such  Notes  other  than  by  reason  of such
                  declaration,  and all interest on such overdue  principal,  if
                  any,  and all other  costs and  expenses  then due and payable
                  hereunder or under any of the other  Security  Documents,  (2)
                  all Events of Default and Defaults,  other than non-payment of
                  amounts  that  have  become  due  solely  by  reason  of  such
                  declaration,  have been cured or have been waived  pursuant to
                  Section  11.5 and (3) no judgment  or decree has been  entered
                  against GSRP for the payment of any monies due pursuant hereto
                  or to the Notes. No rescission and annulment under this clause
                  (iii) will extend to or affect any subsequent Event of Default
                  or Default or impair any right consequent thereon.

                  (b) Application of Collateral; Termination of Agreements. Upon
         the occurrence of any Event of Default,  any group of Project  Required
         Lenders may, with or without the Administrative Agent's proceeding with
         any aforesaid  sale or foreclosure  or such Project  Required  Lenders'
         demanding acceleration of the payment of their respective  Obligations,
         without  notice to GSRP but with  notice to the  Administrative  Agent,
         terminate  the relevant  Commitment  of each Lender that is a member of
         the group of such Project Required  Lenders,  without further liability
         or  obligation  by such  Lender.  Upon the  occurrence  of any Event of
         Default,  but otherwise subject to subclause (c) below and Section 11.8
         hereof,  each  Lender  may,  at any  time,  appropriate  and  apply (as
         provided  below) to any  Obligations  owing to such  Lender any and all
         Collateral  in its  possession  and  any  and  all  balances,  credits,
         deposits, accounts, reserves, indebtedness or other monies due or owing
         to GSRP  held by such  Lender,  whether  accrued  or not.  Neither  the
         termination of any  Commitments,  nor the termination of this Agreement
         by lapse of time,  the giving of notice or  otherwise,  shall  absolve,
         release  or  otherwise  affect  the  liability  of GSRP in  respect  of
         transactions  prior to such  termination,  or affect  any of the Liens,
         security interests,  rights,  powers and remedies of the Administrative
         Agent or the Lenders  hereunder or under any other  Security  Document,
         but they shall,  in all events,  continue until all of the  Obligations
         are satisfied.

                  (c)      Application of Proceeds.

                  (i) The  proceeds of any  exercise  of rights with  respect to
         Collateral  arising  directly  from the  Steamboat  Project or any part
         thereof shall be paid to and applied as follows:

                           First, to the payment of

                                    (A) all costs and charges in connection with
                           such   exercise  of  rights  with   respect  to  such
                           Collateral,   including,   without  limitation,   (1)
                           attorneys'  fees for  advice,  counsel or other legal
                           services, (2) costs and expenses incurred as a result
                           of pursuing,  reclaiming, seeking to reclaim, taking,
                           keeping,  removing,  storing,  advertising  for sale,
                           selling and  foreclosing  on such  Collateral and any
                           and all other  charges  and  expenses  in  connection
                           therewith, and (3) any costs and expenses (including,
                           without   limitation,   costs  and  expenses  in  the
                           management  and operation of the  Steamboat  Project)
                           provided for in the  Steamboat  Assignment  of Rents,
                           the Steamboat Blanket Mortgage or any other Steamboat
                           Security Document,

                                    (B) all taxes, assessments or Liens superior
                           to the Lien of this Agreement or the other  Steamboat
                           Security Documents in and to such Collateral,  except
                           any  taxes,   assessments  or  other  superior  Liens
                           subject to which any sale of such Collateral may have
                           been made, and

                                    (C)  all  Loan  Costs  (including,   without
                           limitation,  any  fees due the  Administrative  Agent
                           under Section 10.9 hereof) reasonably attributable to
                           such Collateral or the Steamboat Project;

                              Second,  towards  the  payment of all  accrued and
                    unpaid  interest  then due and  payable  in  respect  of the
                    Steamboat Loan,

                              Third,  to the payment of any  Prepayment  Premium
                    then due and payable in respect of the Steamboat Loan,

                              Fourth,  to the payment of the principal amount of
                    the Steamboat Loan,

                              Fifth,  to  the  payment  of any  other  Steamboat
                    Obligations remaining outstanding, and

                           Sixth,  any  amounts  remaining  after the  foregoing
                  applications  shall be  deposited  into  the  Cash  Collateral
                  Account.

                  GSRP  shall  remain  liable   hereunder  for  payment  of  any
         deficiency owing on the Steamboat Obligations after application of such
         proceeds.  Any  amounts  being  distributed  pursuant to any clause set
         forth above that are  insufficient  to pay in full all of the Steamboat
         Obligations  in respect  thereof  shall be shared  ratably by Steamboat
         Construction  Project  Advance Lenders or Steamboat  Inventory  Advance
         Lenders,  as the case may be, in accordance  with the relevant  amounts
         owing to each of them.

                  (ii) The  proceeds of any  exercise of rights with  respect to
         Collateral  arising  directly  from  the  Canyons  Project  or any part
         thereof shall be paid to and applied as follows:

                           First, to the payment of

                                    (A) all costs and charges in connection with
                           such   exercise  of  rights  with   respect  to  such
                           Collateral,   including,   without  limitation,   (1)
                           attorneys'  fees for  advice,  counsel or other legal
                           services, (2) costs and expenses incurred as a result
                           of pursuing,  reclaiming, seeking to reclaim, taking,
                           keeping,  removing,  storing,  advertising  for sale,
                           selling and  foreclosing  on such  Collateral and any
                           and all other  charges  and  expenses  in  connection
                           therewith, and (3) any costs and expenses (including,
                           without   limitation,   costs  and  expenses  in  the
                           management  and  operation  of the  Canyons  Project)
                           provided for in the Canyons  Assignment of Rents, the
                           Canyons   Blanket   Mortgage  or  any  other  Canyons
                           Security Document,

                                    (B) all taxes, assessments or Liens superior
                           to the Lien of this  Agreement  or the other  Canyons
                           Security Documents in and to such Collateral,  except
                           any  taxes,   assessments  or  other  superior  Liens
                           subject to which any sale of such Collateral may have
                           been made, and

                                    (C)  all  Loan  Costs  (including,   without
                           limitation,  any  fees due the  Administrative  Agent
                           under Section 10.9 hereof) reasonably attributable to
                           such Collateral or the Canyons Project;

                              Second,  towards  the  payment of all  accrued and
                    unpaid  interest  then due and  payable  in  respect  of the
                    Canyons Loan,

                              Third,  to the payment of any  Prepayment  Premium
                    then due and payable in respect of the Canyons Loan,

                              Fourth,  to the payment of the principal amount of
                    the Canyons Loan,

                              Fifth,   to  the  payment  of  any  other  Canyons
                    Obligations remaining outstanding, and

                           Sixth,  any  amounts  remaining  after the  foregoing
                  applications  shall be  deposited  into  the  Cash  Collateral
                  Account.

                  GSRP  shall  remain  liable   hereunder  for  payment  of  any
         deficiency owing on the Canyons  Obligations  after application of such
         proceeds.  Any  amounts  being  distributed  pursuant to any clause set
         forth  above that are  insufficient  to pay in full all of the  Canyons
         Obligations  in  respect  thereof  shall be shared  ratably  by Canyons
         Construction  Project  Advance  Lenders  or Canyons  Inventory  Advance
         Lenders,  as the case may be, in accordance  with the relevant  amounts
         owing to each of them.

                  (iii) The  proceeds of any  exercise of rights with respect to
         Collateral  arising  directly from the  *Sugarbush  Project or any part
         thereof shall be paid to and applied as follows:

                           First, to the payment of

                                    (A) all costs and charges in connection with
                           such   exercise  of  rights  with   respect  to  such
                           Collateral,   including,   without  limitation,   (1)
                           attorneys'  fees for  advice,  counsel or other legal
                           services, (2) costs and expenses incurred as a result
                           of pursuing,  reclaiming, seeking to reclaim, taking,
                           keeping,  removing,  storing,  advertising  for sale,
                           selling and  foreclosing  on such  Collateral and any
                           and all other  charges  and  expenses  in  connection
                           therewith, and (3) any costs and expenses (including,
                           without   limitation,   costs  and  expenses  in  the
                           management and operation of the  *Sugarbush  Project)
                           provided for in the  *Sugarbush  Assignment of Rents,
                           the   *Sugarbush   Blanket   Mortgage  or  any  other
                           *Sugarbush Security Document,

                                    (B) all taxes, assessments or Liens superior
                           to the Lien of this Agreement or the other *Sugarbush
                           Security Documents in and to such Collateral,  except
                           any  taxes,   assessments  or  other  superior  Liens
                           subject to which any sale of such Collateral may have
                           been made, and

                                    (C)  all  Loan  Costs  (including,   without
                           limitation,  any  fees due the  Administrative  Agent
                           under Section 10.9 hereof) reasonably attributable to
                           such Collateral or the *Sugarbush Project;

                              Second,  towards  the  payment of all  accrued and
                    unpaid  interest  then due and  payable  in  respect  of the
                    *Sugarbush Loan,

                              Third,  to the payment of any  Prepayment  Premium
                    then due and payable in respect of the *Sugarbush Loan,

                              Fourth,  to the payment of the principal amount of
                    the *Sugarbush Loan,

                              Fifth,  to the  payment  of any  other  *Sugarbush
                    Obligations remaining outstanding, and

                           Sixth,  any  amounts  remaining  after the  foregoing
                  applications  shall be  deposited  into  the  Cash  Collateral
                  Account.

                  GSRP  shall  remain  liable   hereunder  for  payment  of  any
         deficiency  owing on the *Sugarbush  Obligations  after  application of
         such proceeds. Any amounts being distributed pursuant to any clause set
         forth above that are  insufficient to pay in full all of the *Sugarbush
         Obligations  in respect  thereof shall be shared  ratably by *Sugarbush
         Project Advance Lenders or *Sugarbush Inventory Advance Lenders, as the
         case may be, in accordance  with the relevant  amounts owing to each of
         them.

                  (iv) The  proceeds of any  exercise of rights with  respect to
         Collateral  arising  directly from the  *Sugarloaf  Project or any part
         thereof shall be paid to and applied as follows:

                           First, to the payment of

                                    (A) all costs and charges in connection with
                           such   exercise  of  rights  with   respect  to  such
                           Collateral,   including,   without  limitation,   (1)
                           attorneys'  fees for  advice,  counsel or other legal
                           services, (2) costs and expenses incurred as a result
                           of pursuing,  reclaiming, seeking to reclaim, taking,
                           keeping,  removing,  storing,  advertising  for sale,
                           selling and  foreclosing  on such  Collateral and any
                           and all other  charges  and  expenses  in  connection
                           therewith, and (3) any costs and expenses (including,
                           without   limitation,   costs  and  expenses  in  the
                           management and operation of the  *Sugarloaf  Project)
                           provided for in the  *Sugarloaf  Assignment of Rents,
                           the   *Sugarloaf   Blanket   Mortgage  or  any  other
                           *Sugarloaf Security Document,

                                    (B) all taxes, assessments or Liens superior
                           to the Lien of this Agreement or the other *Sugarloaf
                           Security Documents in and to such Collateral,  except
                           any  taxes,   assessments  or  other  superior  Liens
                           subject to which any sale of such Collateral may have
                           been made, and

                                    (C)  all  Loan  Costs  (including,   without
                           limitation,  any  fees due the  Administrative  Agent
                           under Section 10.9 hereof) reasonably attributable to
                           such Collateral or the *Sugarloaf Project;

                              Second,  towards  the  payment of all  accrued and
                    unpaid  interest  then due and  payable  in  respect  of the
                    *Sugarloaf Loan,

                              Third,  to the payment of any  Prepayment  Premium
                    then due and payable in respect of the *Sugarloaf Loan,

                              Fourth,  to the payment of the principal amount of
                    the *Sugarloaf Loan,

                              Fifth,  to the  payment  of any  other  *Sugarloaf
                    Obligations remaining outstanding, and

                           Sixth,  any  amounts  remaining  after the  foregoing
                  applications  shall be  deposited  into  the  Cash  Collateral
                  Account.

                  GSRP  shall  remain  liable   hereunder  for  payment  of  any
         deficiency  owing on the *Sugarloaf  Obligations  after  application of
         such proceeds. Any amounts being distributed pursuant to any clause set
         forth above that are  insufficient to pay in full all of the *Sugarloaf
         Obligations  in respect  thereof shall be shared  ratably by *Sugarloaf
         Construction  Project Advance Lenders or *Sugarloaf  Inventory  Advance
         Lenders,  as the case may be, in accordance  with the relevant  amounts
         owing to each of them.

                  (v) The  proceeds of any  exercise  of rights with  respect to
         Collateral  arising  directly  from the Jordan Bowl Project or any part
         thereof shall be paid to and applied as follows:

                           First, to the payment of

                                    (A) all costs and charges in connection with
                           such   exercise  of  rights  with   respect  to  such
                           Collateral,   including,   without  limitation,   (1)
                           attorneys'  fees for  advice,  counsel or other legal
                           services, (2) costs and expenses incurred as a result
                           of pursuing,  reclaiming, seeking to reclaim, taking,
                           keeping,  removing,  storing,  advertising  for sale,
                           selling and  foreclosing  on such  Collateral and any
                           and all other  charges  and  expenses  in  connection
                           therewith, and (3) any costs and expenses (including,
                           without   limitation,   costs  and  expenses  in  the
                           management  and operation of the Jordan Bowl Project)
                           provided for in the Jordan Bowl  Assignment of Rents,
                           the Jordan Bowl Blanket  Mortgage or any other Jordan
                           Bowl Security Document,

                                    (B) all taxes, assessments or Liens superior
                           to the Lien of this  Agreement  or the  other  Jordan
                           Bowl  Security  Documents in and to such  Collateral,
                           except any taxes, assessments or other superior Liens
                           subject to which any sale of such Collateral may have
                           been made, and

                                    (C)  all  Loan  Costs  (including,   without
                           limitation,  any  fees due the  Administrative  Agent
                           under Section 10.9 hereof) reasonably attributable to
                           such Collateral or the Jordan Bowl Project;

                           Second, towards the payment of all accrued and unpaid
                  interest  then due and  payable in respect of the Jordan  Bowl
                  Loan,

                              Third,  to the payment of the principal  amount of
                    the Jordan Bowl Loan,

                              Fourth,  to the  payment of any other  Jordan Bowl
                    Obligations remaining outstanding, and

                           Fifth,  any  amounts  remaining  after the  foregoing
                  applications  shall be  deposited  into  the  Cash  Collateral
                  Account.

                  GSRP  shall  remain  liable   hereunder  for  payment  of  any
         deficiency  owing on the Jordan Bowl Obligations  after  application of
         such proceeds. Any amounts being distributed pursuant to any clause set
         forth above that are insufficient to pay in full all of the Jordan Bowl
         Obligations  in respect  thereof shall be shared  ratably by the Jordan
         Bowl Inventory  Advance Lenders in accordance with the relevant amounts
         owing to each of them.

                  (vi) The  proceeds of any  exercise of rights with  respect to
         Collateral  arising  directly  from the  Attitash  Project  or any part
         thereof shall be paid to and applied as follows:

                           First, to the payment of

                                    (A) all costs and charges in connection with
                           such   exercise  of  rights  with   respect  to  such
                           Collateral,   including,   without  limitation,   (1)
                           attorneys'  fees for  advice,  counsel or other legal
                           services, (2) costs and expenses incurred as a result
                           of pursuing,  reclaiming, seeking to reclaim, taking,
                           keeping,  removing,  storing,  advertising  for sale,
                           selling and  foreclosing  on such  Collateral and any
                           and all other  charges  and  expenses  in  connection
                           therewith, and (3) any costs and expenses (including,
                           without   limitation,   costs  and  expenses  in  the
                           management  and  operation of the  Attitash  Project)
                           provided for in the Attitash Assignment of Rents, the
                           Attitash  Blanket  Mortgage  or  any  other  Attitash
                           Security Document,

                                    (B) all taxes, assessments or Liens superior
                           to the Lien of this  Agreement or the other  Attitash
                           Security Documents in and to such Collateral,  except
                           any  taxes,   assessments  or  other  superior  Liens
                           subject to which any sale of such Collateral may have
                           been made, and

                                    (C)  all  Loan  Costs  (including,   without
                           limitation,  any  fees due the  Administrative  Agent
                           under Section 10.9 hereof) reasonably attributable to
                           such Collateral or the Attitash Project;

                              Second,  towards  the  payment of all  accrued and
                    unpaid  interest  then due and  payable  in  respect  of the
                    Attitash Loan,

                              Third,  to the payment of the principal  amount of
                    the Attitash Loan,

                              Fourth,  to  the  payment  of any  other  Attitash
                    Obligations remaining outstanding, and

                           Fifth,  any  amounts  remaining  after the  foregoing
                  applications  shall be  deposited  into  the  Cash  Collateral
                  Account.

                  GSRP  shall  remain  liable   hereunder  for  payment  of  any
         deficiency owing on the Attitash  Obligations after application of such
         proceeds.  Any  amounts  being  distributed  pursuant to any clause set
         forth above that are  insufficient  to pay in full all of the  Attitash
         Obligations in respect  thereof shall be shared ratably by the Attitash
         Inventory Advance Lenders in accordance with the relevant amounts owing
         to each of them.

                  (vii) The  proceeds of any  exercise of rights with respect to
         Collateral  arising  directly from the  Killington  Project or any part
         thereof shall be paid to and applied as follows:

                           First, to the payment of

                                    (A) all costs and charges in connection with
                           such   exercise  of  rights  with   respect  to  such
                           Collateral,   including,   without  limitation,   (1)
                           attorneys'  fees for  advice,  counsel or other legal
                           services, (2) costs and expenses incurred as a result
                           of pursuing,  reclaiming, seeking to reclaim, taking,
                           keeping,  removing,  storing,  advertising  for sale,
                           selling and  foreclosing  on such  Collateral and any
                           and all other  charges  and  expenses  in  connection
                           therewith, and (3) any costs and expenses (including,
                           without   limitation,   costs  and  expenses  in  the
                           management and operation of the  Killington  Project)
                           provided for in the  Killington  Assignment of Rents,
                           the   Killington   Blanket   Mortgage  or  any  other
                           Killington Security Document,

                                    (B) all taxes, assessments or Liens superior
                           to the Lien of this Agreement or the other Killington
                           Security Documents in and to such Collateral,  except
                           any  taxes,   assessments  or  other  superior  Liens
                           subject to which any sale of such Collateral may have
                           been made, and

                                    (C)  all  Loan  Costs  (including,   without
                           limitation,  any  fees due the  Administrative  Agent
                           under Section 10.9 hereof) reasonably attributable to
                           such Collateral or the Killington Project;

                              Second,  towards  the  payment of all  accrued and
                    unpaid  interest  then due and  payable  in  respect  of the
                    Killington Loan,

                              Third,  to the payment of the principal  amount of
                    the Killington Loan,

                              Fourth,  to the  payment  of any other  Killington
                    Obligations remaining outstanding, and

                           Fifth,  any  amounts  remaining  after the  foregoing
                  applications  shall be  deposited  into  the  Cash  Collateral
                  Account.

                  GSRP  shall  remain  liable   hereunder  for  payment  of  any
         deficiency  owing on the Killington  Obligations  after  application of
         such proceeds. Any amounts being distributed pursuant to any clause set
         forth above that are  insufficient to pay in full all of the Killington
         Obligations  in  respect   thereof  shall  be  shared  ratably  by  the
         Killington  Inventory  Advance  Lenders in accordance with the relevant
         amounts owing to each of them.

                  (viii) The  proceeds of any exercise of rights with respect to
         Collateral  arising  directly  from the Mt.  Snow  Project  or any part
         thereof shall be paid to and applied as follows:

                           First, to the payment of

                                    (A) all costs and charges in connection with
                           such   exercise  of  rights  with   respect  to  such
                           Collateral,   including,   without  limitation,   (1)
                           attorneys'  fees for  advice,  counsel or other legal
                           services, (2) costs and expenses incurred as a result
                           of pursuing,  reclaiming, seeking to reclaim, taking,
                           keeping,  removing,  storing,  advertising  for sale,
                           selling and  foreclosing  on such  Collateral and any
                           and all other  charges  and  expenses  in  connection
                           therewith, and (3) any costs and expenses (including,
                           without   limitation,   costs  and  expenses  in  the
                           management  and  operation  of the Mt. Snow  Project)
                           provided for in the Mt. Snow Assignment of Rents, the
                           Mt.  Snow  Blanket  Mortgage  or any other  Mt.  Snow
                           Security Document,

                                    (B) all taxes, assessments or Liens superior
                           to the Lien of this  Agreement  or the other Mt. Snow
                           Security Documents in and to such Collateral,  except
                           any  taxes,   assessments  or  other  superior  Liens
                           subject to which any sale of such Collateral may have
                           been made, and

                              (C) all Loan Costs (including, without limitation,
                    any fees due the  Administrative  Agent under  Section  10.9
                    hereof)  reasonably  attributable  to such Collateral or the
                    Mt. Snow Project;

                              Second,  towards  the  payment of all  accrued and
                    unpaid  interest  then due and payable in respect of the Mt.
                    Snow Loan,

                              Third,  to the payment of the principal  amount of
                    the Mt. Snow Loan,

                              Fourth,  to the  payment  of any  other  Mt.  Snow
                    Obligations remaining outstanding, and

                           Fifth,  any  amounts  remaining  after the  foregoing
                  applications  shall be  deposited  into  the  Cash  Collateral
                  Account.

                  GSRP  shall  remain  liable   hereunder  for  payment  of  any
         deficiency owing on the Mt. Snow Obligations  after application of such
         proceeds.  Any  amounts  being  distributed  pursuant to any clause set
         forth  above that are  insufficient  to pay in full all of the Mt. Snow
         Obligations in respect  thereof shall be shared ratably by the Mt. Snow
         Inventory Advance Lenders in accordance with the relevant amounts owing
         to each of them.

                  (ix) After giving  effect to the exercise of the rights of the
         Administrative  Agent  in  respect  of the  Collateral  referred  to in
         clauses (i) through  (viii) above and the  application  of the proceeds
         realized in respect  thereof,  as  provided  for in clauses (i) through
         (viii)   above,   the  proceeds  of  any  exercise  of  rights  of  the
         Administrative Agent with respect to Collateral that are not covered by
         such  clauses  (i)  through  (viii)  above  and all  moneys in the Cash
         Collateral Account shall be paid to and applied as follows:

                           First, to the payment of

                                    (A) all  costs  and  charges  in  connection
                           therewith,   including,   without   limitation,   (1)
                           attorneys'  fees for  advice,  counsel or other legal
                           services, (2) costs and expenses incurred as a result
                           of pursuing,  reclaiming, seeking to reclaim, taking,
                           keeping,  removing,  storing,  advertising  for sale,
                           selling and  foreclosing  on such  Collateral and any
                           and all other  charges  and  expenses  in  connection
                           therewith,  and (3) any costs and  expenses  provided
                           for in any of the  Assignment  of Rents,  the Blanket
                           Mortgages or the other Security Document,

                                    (B) all taxes, assessments or Liens superior
                           to the Lien of this  Agreement or the other  Security
                           Documents,  except  any taxes,  assessments  or other
                           superior  Liens  subject  to  which  any sale of such
                           Collateral may have been made, and

                                    (C)  all  Loan  Costs  (including,   without
                           limitation,  any  fees due the  Administrative  Agent
                           under Section 10.9 hereof);

                              Second,  towards  the  payment of all  accrued and
                    unpaid interest then due and payable in respect of the Loan,

                              Third,  to the payment of any  Prepayment  Premium
                    then due and payable,

                              Fourth,  to the payment of the principal amount of
                    the Loan,

                           Fifth,  to  the  payment  of  any  other  Obligations
                  remaining outstanding other than Obligations in respect of the
                  Note Purchase Agreement,

                              Seventh,  to the  payment  of the  Obligations  in
                    respect of the Note Purchase Agreement, and

                           Eighth,  to the  payment of the  surplus,  if any, to
                  GSRP,  its  successors  and assigns,  or to whomsoever  may be
                  lawfully  entitled to receive the same,  provided  that if any
                  Obligations shall not have been paid in full, any such surplus
                  shall  continue to be held as  Collateral  hereunder and shall
                  continue  to be  subject  to the terms and  conditions  hereof
                  until such Obligations shall have been paid in full.

                  GSRP  shall  remain  liable   hereunder  for  payment  of  any
         deficiency owing on the Obligations  after application of the aforesaid
         proceeds.  Any  amounts  being  distributed  pursuant to any clause set
         forth above that are insufficient to pay in full all of the Obligations
         in  respect  thereof  shall be shared  ratably  by the  holders of such
         Obligations  in accordance  with the relevant  amounts owing to each of
         such holders.

          For the avoidance of doubt,  it is the intention of the parties hereto
that under this Section 8

                  (I) the Collateral and the proceeds  thereof in respect of the
         Steamboat  Project  shall  be  used  first  to  satisfy  the  Steamboat
         Obligations prior to being used to satisfy any other  Obligations,  the
         Collateral and the proceeds  thereof in respect of the Canyons  Project
         shall be used first to satisfy the Canyons  Obligations  prior to being
         used to satisfy any other Obligations,  the Collateral and the proceeds
         thereof  in respect of the  *Sugarbush  Project  shall be used first to
         satisfy the *Sugarbush  Obligations  prior to being used to satisfy any
         other  Obligations,  the Collateral and the proceeds thereof in respect
         of the *Sugarloaf Project shall be used first to satisfy the *Sugarloaf
         Obligations prior to being used to satisfy any other  Obligations,  the
         Collateral  and the  proceeds  thereof in  respect  of the Jordan  Bowl
         Project  shall be used first to satisfy  the  Jordan  Bowl  Obligations
         prior to being used to satisfy any other  Obligations,  the  Collateral
         and the proceeds  thereof in respect of the Attitash  Project  shall be
         used first to satisfy the Attitash  Obligations  prior to being used to
         satisfy any other Obligations,  the Collateral and the proceeds thereof
         in respect of the Killington Project shall be used first to satisfy the
         Killington  Obligations  prior  to  being  used to  satisfy  any  other
         Obligations  and the Collateral and the proceeds  thereof in respect of
         the Mt.  Snow  Project  shall be used  first to  satisfy  the Mt.  Snow
         Obligations prior to being used to satisfy any other Obligations,

                  (II) until the Steamboat  Obligations  shall have been paid in
         full, the rights and remedies of the Administrative Agent in respect of
         the Steamboat Security Documents shall be exercised only at the written
         instruction  of the  Steamboat  Required  Lenders,  until  the  Canyons
         Obligations  shall have been paid in full,  the rights and  remedies of
         the  Administrative  Agent in respect of the Canyons Security Documents
         shall be  exercised  only at the  written  instruction  of the  Canyons
         Required Lenders, until the *Sugarbush Obligations shall have been paid
         in full, the rights and remedies of the Administrative Agent in respect
         of the  *Sugarbush  Security  Documents  shall be exercised only at the
         instruction of the *Sugarbush  Required  Lenders,  until the *Sugarloaf
         Obligations  shall have been paid in full,  the rights and  remedies of
         the  Administrative   Agent  in  respect  of  the  *Sugarloaf  Security
         Documents  shall be exercised only at the instruction of the *Sugarloaf
         Required  Lenders,  until the Jordan Bowl  Obligations  shall have been
         paid in full,  the rights and remedies of the  Administrative  Agent in
         respect of the Jordan Bowl Security  Documents  shall be exercised only
         at the written  instruction of the Jordan Bowl Required Lenders,  until
         the Attitash  Obligations  shall have been paid in full, the rights and
         remedies  of the  Administrative  Agent  in  respect  of  the  Attitash
         Security  Documents shall be exercised only at the written  instruction
         of the Attitash  Required  Lenders,  until the  Killington  Obligations
         shall  have  been  paid  in  full,  the  rights  and  remedies  of  the
         Administrative  Agent in respect of the Killington  Security  Documents
         shall be exercised  only at the written  instruction  of the Killington
         Required  Lenders  and until the Mt. Snow  Obligations  shall have been
         paid in full,  the rights and remedies of the  Administrative  Agent in
         respect of the Mt. Snow Security  Documents  shall be exercised only at
         the written instruction of the Mt. Snow Required Lenders,

                  (III) after the Steamboat  Obligations shall have been paid in
         full,   the  Required   Parties  shall  be  entitled  to  give  written
         instructions to the  Administrative  Agent with respect to the exercise
         of any rights and remedies  under the Steamboat  Security  Documents in
         respect of  Collateral  relating to the  Steamboat  Project,  after the
         Canyons  Obligations shall have been paid in full, the Required Parties
         shall be entitled to give written  instructions  to the  Administrative
         Agent with respect to the exercise of any rights and remedies under the
         Canyons  Security  Documents in respect of  Collateral  relating to the
         Canyons Project,  after the *Sugarbush Obligations shall have been paid
         in full,  the  Required  Parties  shall  be  entitled  to give  written
         instructions to the  Administrative  Agent with respect to the exercise
         of any rights and remedies under the *Sugarbush  Security  Documents in
         respect of Collateral relating to the *Sugarbush Project, and after the
         *Sugarloaf  Obligations  shall  have  been paid in full,  the  Required
         Parties  shall  be  entitled  to  give  written   instructions  to  the
         Administrative  Agent with  respect to the  exercise  of any rights and
         remedies  under  the  *Sugarloaf   Security  Documents  in  respect  of
         Collateral relating to the *Sugarloaf Project.

                  (IV) after the Jordan Bowl Obligations shall have been paid in
         full,   the  Required   Parties  shall  be  entitled  to  give  written
         instructions to the  Administrative  Agent with respect to the exercise
         of any rights and remedies under the Jordan Bowl Security  Documents in
         respect of Collateral  relating to the Jordan Bowl  Project,  after the
         Attitash Obligations shall have been paid in full, the Required Parties
         shall be entitled to give written  instructions  to the  Administrative
         Agent with respect to the exercise of any rights and remedies under the
         Attitash  Security  Documents in respect of Collateral  relating to the
         Attitash Project, after the Killington Obligations shall have been paid
         in full,  the  Required  Parties  shall  be  entitled  to give  written
         instructions to the  Administrative  Agent with respect to the exercise
         of any rights and remedies under the Killington  Security  Documents in
         respect of Collateral  relating to the Killington Project and after the
         Mt. Snow Obligations shall have been paid in full, the Required Parties
         shall be entitled to give written  instructions  to the  Administrative
         Agent with respect to the exercise of any rights and remedies under the
         Mt. Snow Security  Documents in respect of  Collateral  relating to the
         Mt. Snow Project.

                  (V)  Collateral in the Cash  Collateral  Account shall be paid
         out to the  holders  of  Obligations  only  after  (aa)  the  Steamboat
         Obligations  have been  satisfied or the  Collateral  in respect of the
         Steamboat  Project shall have been  exhausted or shall have been deemed
         exhausted by the Administrative Agent (using its reasonable  judgment),
         (bb) the Canyons  Obligations  have been satisfied or the Collateral in
         respect of the Canyons  Project shall have been exhausted or shall have
         been deemed exhausted by the Administrative Agent (using its reasonable
         judgment),  (cc) the *Sugarbush  Obligations have been satisfied or the
         Collateral  in  respect  of the  *Sugarbush  Project  shall  have  been
         exhausted  or shall have been deemed  exhausted  by the  Administrative
         Agent (using its reasonable  judgment),(dd) the *Sugarloaf  Obligations
         have been  satisfied  or the  Collateral  in respect of the  *Sugarloaf
         Project shall have been  exhausted or shall have been deemed  exhausted
         by the Administrative Agent (using its reasonable  judgment),  (ee) the
         Jordan  Bowl  Obligations  have been  satisfied  or the  Collateral  in
         respect of the Jordan Bowl Project  shall have been  exhausted or shall
         have been  deemed  exhausted  by the  Administrative  Agent  (using its
         reasonable judgment), (ff) the Attitash Obligations have been satisfied
         or the  Collateral  in respect of the Attitash  Project shall have been
         exhausted  or shall have been deemed  exhausted  by the  Administrative
         Agent (using its reasonable judgment),  (gg) the Killington Obligations
         have been  satisfied  or the  Collateral  in respect of the  Killington
         Project shall have been  exhausted or shall have been deemed  exhausted
         by the  Administrative  Agent (using its reasonable  judgment) and (hh)
         the Mt. Snow  Obligations  have been  satisfied  or the  Collateral  in
         respect of the Mt. Snow Project shall have been exhausted or shall have
         been deemed exhausted by the Administrative Agent (using its reasonable
         judgment).

                  (VI)  To the  extent  that  the  Administrative  Agent  cannot
         determine  whether to use the proceeds of any  Collateral  to pay, on a
         preference basis, the Steamboat  Obligations,  the Canyons Obligations,
         the *Sugarbush  Obligations,  the *Sugarloaf  Obligations,  Jordan Bowl
         Obligations,  Attitash Obligations,  Killington Obligations or Mt. Snow
         Obligations  because of the nature or  origination of the Collateral or
         otherwise,  the Administrative Agent shall deposit such proceeds in the
         Cash  Collateral  Account and no liability shall accrue with respect to
         the  Administrative  Agent with  respect  thereto so long as it acts in
         good faith.

                  (d)   Remedies   Cumulative;   No  Waivers.   All   covenants,
         conditions,  provisions,  warranties, guaranties, indemnities and other
         undertakings  of GSRP, the Parent and/or any Host Company  contained in
         this Agreement,  or in any document  referred to herein or contained in
         any agreement  supplementary hereto or in any schedule given to any one
         or more of the Administrative  Agent and/or the Lenders or contained in
         any other  agreement  among any one or more of the Lenders,  GSRP,  the
         Parent, the Host Companies and/or the Administrative Agent, heretofore,
         concurrently or hereafter entered into, including,  without limitation,
         the Blanket Mortgages or any other Security  Document,  shall be deemed
         cumulative  to and  not in  derogation  or  substitution  of any of the
         terms,  covenants,  conditions or agreements of GSRP herein  contained.
         The  failure  or delay of the  Administrative  Agent or any  Lender  to
         exercise or enforce any rights,  Liens, powers or remedies hereunder or
         under any of the aforesaid agreements or other documents or security or
         Collateral shall not operate as a waiver of such Liens, rights,  powers
         and remedies,  but all such Liens,  rights,  powers and remedies  shall
         continue  in full  force  and  effect  until  the  Loan  and all  other
         Obligations shall have been fully satisfied.  All Liens, rights, powers
         and remedies herein provided for are cumulative and none are exclusive.

                  The  acceptance by the  Administrative  Agent or any Lender at
         any time and from time to time of partial  payments of the  Obligations
         shall  not be  deemed  to be a  waiver  of any  Event of  Default  then
         existing.  No waiver by the  Administrative  Agent or any Lender of any
         Event  of  Default  shall be  deemed  to be a  waiver  of any  other or
         subsequent Event of Default. No delay or omission by the Administrative
         Agent or any  Lender  in  exercising  any  right or  remedy  under  the
         Security Documents shall impair such right or remedy or be construed as
         a waiver thereof or an  acquiescence  therein,  nor shall any single or
         partial  exercise of any such right or remedy preclude other or further
         exercise  thereof,  or the  exercise of any other right or remedy under
         the Security Documents or otherwise.


<PAGE>





          9. REVIVAL OF OBLIGATIONS AND LIENS 


9.       REVIVAL OF OBLIGATIONS AND LIENS

         Neither  the  Administrative  Agent nor any  Lender  shall be under any
obligation to marshall any assets in favor of GSRP, the Parent, any Host Company
or any other  party  hereto or to any other  Security  Document or against or in
payment of any or all of the  Obligations.  GSRP  expressly  agrees that if GSRP
makes a payment to the Administrative  Agent or any Lender, which payment or any
part  thereof  is  subsequently  invalidated,   declared  to  be  fraudulent  or
preferential,  or otherwise required to be repaid to a trustee,  receiver or any
other  party  under any  bankruptcy  act,  state or federal  law,  common law or
equitable  cause,  then to the extent of such repayment,  the Obligations or any
part thereof  intended to be  satisfied  and the Liens  provided  for  hereunder
securing the same shall be revived and  continued in full force and effect as if
said payment had not been made.

10.      THE ADMINISTRATIVE AGENT



<PAGE>





          10.1 APPOINTMENT 

         10.1     Appointment.

         Textron  Financial  Corporation is hereby appointed the  Administrative
Agent  hereunder and under the other  Security  Documents and each Lender hereby
authorizes the  Administrative  Agent to act as its agent in accordance with the
terms of this Agreement and the other  Security  Documents.  the  Administrative
Agent agrees to act upon the express conditions  contained in this Agreement and
the other Security Documents,  as applicable.  The provisions of this Section 10
are solely for the benefit of the Administrative Agent and the Lenders, and GSRP
agrees  it shall  have no  rights  as a third  party  beneficiary  of any of the
provisions  thereof. In performing its functions and duties under this Agreement
and the other Security Documents,  the Administrative  Agent shall act solely as
an agent of the  Lenders  and does not  assume  and  shall not be deemed to have
assumed any obligation  towards or  relationship  of agency or trust with or for
GSRP, the Parent, any Host Company or any Affiliate.



<PAGE>





          10.2 POWERS; GENERAL IMMUNITY 

         10.2     Powers; General Immunity.

                  (a) Duties Specified.  Each Lender irrevocably  authorizes the
         Administrative Agent to take such action on such Lender's behalf and to
         exercise such powers  hereunder and under the other Security  Documents
         as are specifically  delegated to the Administrative Agent by the terms
         hereof  and  thereof,  together  with  such  powers  as are  reasonably
         incidental  thereto.  The  Administrative  Agent  shall have only those
         duties  and  responsibilities  that  are  expressly  specified  in this
         Agreement  and the other  Security  Documents  and it may perform  such
         duties by or through its agents or employees.  The Administrative Agent
         shall  not  have,  by  reason  of this  Agreement  or any of the  other
         Security Documents,  a fiduciary relationship in respect of any Lender;
         and nothing in this Agreement or any of the other  Security  Documents,
         expressed  or implied,  is intended to or shall be so  construed  as to
         impose upon the Administrative Agent any obligations in respect of this
         Agreement or any of the other  Security  Documents  except as expressly
         set forth  herein  or  therein.  It is  expressly  understood  that the
         Administrative  Agent's  role  hereunder  and under the other  Security
         Documents  will be primarily  administrative  in nature.  To the extent
         that any provision hereof or any other Security  Document  requires the
         Administrative Agent to make disbursements or payments to any Lender of
         amounts received by the  Administrative  Agent,  such  disbursements or
         payments shall be subject to the Administrative Agent's having received
         good, collected, immediately available funds prior to 12:00 p.m. on the
         Business Day prior to the date on which such disbursement or payment is
         to be made.

                  (b) No Responsibility for Certain Matters.  The Administrative
         Agent  shall  not be  responsible  to any  Lender  for  the  execution,
         effectiveness, genuineness, validity, enforceability, collectibility or
         sufficiency of this Agreement or any other Security Document or for any
         representations,  warranties,  recitals  or  statements  made herein or
         therein or made in any written or oral  statements  or in any financial
         or other statements,  instruments, reports or certificates or any other
         documents  furnished or made by the Administrative  Agent to any one or
         more of the Lenders or by or on behalf of GSRP,  the Parent or any Host
         Company to the  Administrative  Agent or any Lender in connection  with
         the Security Documents and the transactions contemplated thereby or for
         the financial  condition or business  affairs of GSRP, the Parent,  any
         Host  Company  or any  other  Person  liable  for  the  payment  of any
         Obligations,   nor  shall  the  Administrative  Agent  be  required  to
         ascertain or inquire as to the  performance or observance of any of the
         terms, conditions, provisions, covenants or agreements contained in any
         of the Security  Documents or as to the use of the proceeds of the Loan
         or as to the existence or possible existence of any Default or Event of
         Default.

                  (c) Exculpatory  Provisions.  Neither the Administrative Agent
         nor any of its officers, directors, employees or agents shall be liable
         to any one or more of the  Lenders  for any action  taken or omitted by
         the Administrative  Agent under or in connection with this Agreement or
         any of the other Security  Documents except to the extent caused by the
         Administrative  Agent's gross negligence or willful misconduct.  If the
         Administrative  Agent shall request  instructions from the Lenders, the
         Required  Parties or any Project  Required  Lenders with respect to any
         act or action  (including  the failure to take an action) in connection
         with  this  Agreement  or any  of the  other  Security  Documents,  the
         Administrative  Agent  shall be  entitled  to refrain  from such act or
         taking such action unless and until the Administrative Agent shall have
         received  instructions  from the Lenders,  the Required  Parties or the
         Project  Required  Lenders,  as  may  be  required  hereunder.  Without
         prejudice to the  generality of the foregoing,  (i) the  Administrative
         Agent  shall be  entitled  to rely,  and  shall be fully  protected  in
         relying, upon any communication,  instrument or document believed by it
         to be genuine and correct and to have been signed or sent by the proper
         Person or Persons, and shall be entitled to rely and shall be protected
         in relying on opinions and judgments of attorneys (who may be attorneys
         for GSRP, the Parent, any Host Company or any Affiliate),  accountants,
         experts  and other  professional  advisors  selected by it; and (ii) no
         Lender  shall  have  any  right  of  action   whatsoever   against  the
         Administrative  Agent as a result of the Administrative  Agent's acting
         or  refraining  from acting  under this  Agreement  or any of the other
         Security  Documents in accordance with the instructions of the Lenders,
         the  Required  Parties  or  the  Project  Required  Lenders,  as may be
         required  hereunder.  The  Administrative  Agent  shall be  entitled to
         refrain from exercising any power, discretion or authority vested in it
         under this Agreement or any of the other Security  Documents unless and
         until it has obtained  the  instructions  of the Lenders,  the Required
         Parties or the Project Required  Lenders,  as the case may be, and such
         indemnification  and/or reimbursement of costs, expenses and fees as it
         may reasonably request. The Administrative Agent shall not be liable to
         any Lender  with  respect to its  failure to take any action  under any
         Security Document directed by the Lenders,  the Required Parties or the
         Project Required Lenders, as may be required hereunder,  if such action
         would,  in the good  faith  opinion  of the  Administrative  Agent,  be
         unlawful or contrary to the terms and  provisions of this  Agreement or
         any other Security Document,  or would subject the Administrative Agent
         to liability  under any  Environmental  Protection Law. With respect to
         any action or actions  required  under LSA I, the parties  hereto agree
         that,  anything  to  the  contrary  herein  notwithstanding,  only  the
         Required  Parties  shall be  competent  to  direct  the  same.  For the
         avoidance of doubt,  unless otherwise  expressly provided for herein or
         in any  Security  Document,  the  Administrative  Agent  may rely  upon
         instructions  given to it by the  Required  Parties  and/or the Project
         Required Lenders.

                  (d) the  Administrative  Agent Entitled to Act as Lender.  The
         agency  hereby  created  shall in no way  impair or  affect  any of the
         rights and powers of, or impose  any duties or  obligations  upon,  the
         Administrative  Agent in its individual capacity as a Lender hereunder.
         With respect to its participating in the Loan, the Administrative Agent
         shall have the same rights and powers hereunder as any other lender and
         may exercise the same as though it were not  performing  the duties and
         functions delegated to it hereunder, and the term "Lender" or "Lenders"
         or any  similar  term  shall,  unless  the  context  clearly  otherwise
         indicates, include the Administrative Agent in its individual capacity.
         the Administrative Agent and its affiliates may lend money to, have the
         rights of first  refusal set forth in Section 2.8 hereof and  generally
         engage  in any kind of  financial  or other  business  with  GSRP,  the
         Parent,  any Host  Company or any of the  Affiliates  as if it were not
         performing the duties specified  herein,  and may accept fees and other
         consideration   from  GSRP,  the  Parent,  any  Host  Company  and  the
         Affiliates for services in connection with this Agreement and otherwise
         without having to account for the same to the Lenders.

                  (e) Advancing of Own Funds. The Administrative Agent shall not
         be required to advance, expend or risk its own funds or otherwise incur
         personal  liability in the performance of its duties or in the exercise
         of any  rights  or  remedies  hereunder  or under  the  other  Security
         Documents.



<PAGE>





          10.3  REPRESENTATIONS AND WARRANTIES;  NO RESPONSIBILITY FOR APPRAISAL
OF CREDITWORTHINESS 

     . 10.3  Representations and Warranties;  No Responsibility For Appraisal of
Creditworthiness

         Each  Lender   represents  and  warrants  that  it  has  made  its  own
independent  investigation  of the financial  condition and affairs of GSRP, the
Parent,  each Host Company,  the Projects and any  Affiliate in connection  with
entering into this  Agreement and the making of the Advances  hereunder and that
it has made and shall continue to make its own appraisal of the creditworthiness
of GSRP,  the Parent,  each Host Company,  the Projects and any  Affiliate.  The
Administrative Agent shall not have any duty or responsibility, either initially
or on a continuing  basis, to make any such  investigation or any such appraisal
on behalf of the  Lenders  or to  provide  any  Lender  with any credit or other
information with respect thereto,  whether coming into its possession before the
making  of  the  Advances  or  at  any  time  or  times   thereafter,   and  the
Administrative  Agent  shall not have any  responsibility  with  respect  to the
accuracy  of or  the  completeness  of any  information  provided,  directly  or
indirectly,  to the Lenders by GSRP, the Parent, any Host Company, any Affiliate
or any employee, officer, director or agent thereof.



<PAGE>





          10.4 RIGHT TO INDEMNITY 

         10.4     Right to Indemnity.

         Subject  to the  next  sentence  of this  paragraph,  each  Lender,  in
proportion to its Pro Rata Share (as defined in clause (i) of the  definition of
such term),  severally  agrees to indemnify  the  Administrative  Agent,  to the
extent that the Administrative Agent shall not have been reimbursed by GSRP, for
and against  any and all  liabilities,  obligations,  losses,  claims,  damages,
penalties,  actions,  judgments,  suits,  costs,  expenses  (including,  without
limitation,  counsel fees and  disbursements)  or  disbursements  of any kind or
nature  whatsoever  which may be imposed on, incurred by or asserted against the
Administrative  Agent in  performing  its  duties  hereunder  or under the other
Security Documents or otherwise in its capacity as the  Administrative  Agent in
any way  relating  to or arising  out of this  Agreement  or the other  Security
Documents,  provided  that no Lender  shall be liable  for any  portion  of such
liabilities,   obligations,   losses,  claims,  damages,   penalties,   actions,
judgments,   suits,  costs,   expenses  or  disbursements   resulting  from  the
Administrative  Agent's gross negligence or willful misconduct.  With respect to
any liabilities,  obligations,  losses,  claims,  damages,  penalties,  actions,
judgments,  suits,  costs,  expenses or  disbursements  which may be imposed on,
incurred  by or asserted  against the  Administrative  Agent in  performing  its
duties  under  the  Steamboat  Security  Documents  at the  instructions  of the
Steamboat  Required  Lenders,  under  the  Canyons  Security  Documents  at  the
instructions  of the Canyons  Required  Lenders,  under the *Sugarbush  Security
Documents at the  instructions  of the *Sugarbush  Required  Lenders,  under the
*Sugarloaf  Security  Documents at the  instructions of the *Sugarloaf  Required
Lenders,  under the Jordan Bowl Security  Documents at the  instructions  of the
Jordan Bowl  Required  Lenders,  under the  Attitash  Security  Documents at the
instructions of the Attitash  Required  Lenders,  under the Killington  Security
Documents at the  instructions of the Killington  Required  Lenders and/or under
the Mt. Snow  Security  Documents at the  instructions  of the Mt. Snow Required
Lenders,  each  Lender  that is a  member  of a group of the  aforesaid  Project
Required Lenders severally agrees to indemnify the Administrative  Agent, to the
extent that the Administrative  Agent shall not have been reimbursed by GSRP and
in  proportion to its Pro Rata Share,  for and against any and all  liabilities,
obligations,  losses, claims, damages,  penalties,  actions,  judgments,  suits,
costs, expenses (including,  without limitation, counsel fees and disbursements)
or  disbursements  of any kind or nature  whatsoever  which may be  imposed  on,
incurred  by or asserted  against the  Administrative  Agent in  performing  its
duties  under  any of the  aforesaid  Security  Documents  or  otherwise  in its
capacity as the  Administrative  Agent in any way  relating to or arising out of
any of the aforesaid Security  Documents,  provided that no such Lender shall be
liable  for  any  portion  of such  liabilities,  obligations,  losses,  claims,
damages, penalties,  actions, judgments, suits, costs, expenses or disbursements
resulting  from  the   Administrative   Agent's  gross   negligence  or  willful
misconduct.  If any  indemnity  furnished  to the  Administrative  Agent for any
purpose in connection with its performance of its duties  hereunder or under any
other Security  Document shall, in the opinion of the  Administrative  Agent, be
insufficient  or  become  impaired,   the  Administrative  Agent  may  call  for
additional  indemnity  and cease,  or not commence,  to do the acts  indemnified
against until such additional indemnity is furnished.



<PAGE>





          10.5 SUCCESSOR THE ADMINISTRATIVE AGENT 

         10.5     Successor the Administrative Agent.

         The  Administrative  Agent  may  resign  at any time by giving 30 days'
prior written  notice  thereof to the Lenders and GSRP,  and the  Administrative
Agent may be  removed  at any time with or  without  cause by an  instrument  or
concurrent instruments in writing delivered to GSRP and the Administrative Agent
and signed by the Required  Parties.  Upon any such notice of resignation or any
such removal,  the Required Parties shall have the right,  upon 5 Business Days'
notice to GSRP,  to  appoint a  successor  the  Administrative  Agent.  Upon the
acceptance  of  any  appointment  as the  Administrative  Agent  hereunder  by a
successor the  Administrative  Agent,  that successor the  Administrative  Agent
shall  thereupon  succeed  to and become  vested  with all the  rights,  powers,
privileges  and duties of the retiring or removed the  Administrative  Agent and
the retiring or removed the  Administrative  Agent shall be discharged  from its
duties and obligations  under this Agreement.  After any retiring or removed the
Administrative  Agent's  resignation or removal hereunder as the  Administrative
Agent,  the  provisions  of this Section 10 shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was the Administrative Agent
under this Agreement and the other Security Documents.



<PAGE>





          10.6 COLLATERAL DOCUMENTS 

         10.6     Collateral Documents.

         Each  Lender  hereby  approves  the  forms  of the  Security  Documents
attached as Exhibits to this Agreement and further authorizes the Administrative
Agent to accept from GSRP,  the Parent and each Host  Company and to execute and
deliver as the Administrative Agent the Security Documents,  as secured party on
behalf of and for the  benefit  of the  Lenders,  and  agrees to be bound by the
terms of the Security Documents,  in each case substantially in the form of such
Exhibits with such changes,  additions or deletions as the Administrative Agent,
in its sole  discretion,  may approve as necessary or  appropriate to accomplish
the  purposes  of such  Security  Documents.  Anything  contained  in any of the
Security Documents to the contrary  notwithstanding,  each Lender agrees that no
Lender shall have any right  individually  to realize upon any of the Collateral
under the Security Documents, it being understood and agreed that all rights and
remedies  under  the  Security   Documents  may  be  exercised   solely  by  the
Administrative  Agent for the  benefit of Lenders in  accordance  with the terms
thereof.



<PAGE>





          10.7 DESIGNATION OF ADDITIONAL ADMINISTRATIVE AGENT 

         10.7     Designation of Additional Administrative Agent.

         Whenever the Administrative Agent shall deem it necessary or prudent in
order either to conform to any law of any  jurisdiction in which all or any part
of the Collateral  shall be situated or to make any claim or bring any suit with
respect to the  Collateral or the Security  Documents,  or in the event that the
Administrative  Agent shall have been requested to do so by the Required Parties
or any Project Required  Lenders,  the  Administrative  Agent and, to the extent
necessary,  GSRP, the Parent and the Host Companies  shall execute and deliver a
supplemental  agreement and all other  instruments  and agreements  necessary or
proper  to  constitute  a bank or trust  company  or one or more  other  Persons
approved by the Administrative  Agent, either to act as the Administrative Agent
or agents with  respect to all or any part of the  Collateral,  in any such case
with  such  powers  of the  Administrative  Agent  as may be  provided  in  such
supplemental agreement,  and to vest in such bank, trust company or other Person
as such the  Administrative  Agent or separate trustee,  as the case may be, any
property, title, right, or power of the Administrative Agent deemed necessary or
advisable by the Administrative Agent.



<PAGE>





          10.8 PAYMENTS 

         10.8     Payments.

                  (a)  Notification  of  Advance  Request.  When GSRP  gives the
         Administrative  Agent notice that it desires an Advance hereunder,  the
         Administrative  Agent shall promptly  notify each of the Lenders of the
         notice for an Advance from such Lender,  which notice shall specify the
         amount of the Advance  desired  from such Lender and the amount of such
         Lender's  Pro  Rata  Share of the  requested  advance  (based  upon the
         Project to which such Advance relates).

                  (b) Distributions to Lenders.  The Administrative  Agent shall
         distribute to each Lender,  such Lender's Pro Rata Share of all amounts
         representing  collections  in  reference  to the  Steamboat  Loan,  the
         Canyons Loan, the *Sugarbush Loan, the *Sugarloaf Loan, the Jordan Bowl
         Loan, the Attitash Loan, the Killington  Loan and/or the Mt. Snow Loan,
         as the case may be, by 11:00  a.m.  on the  second  Business  Day after
         good,  collected  funds in respect  thereof shall have been received or
         collected if such funds are  received or collected  prior to 12:00 p.m.
         (the  Administrative  Agent's time). If such funds shall be received or
         collected  after 12:00 p.m.  (the  Administrative  Agent's  time),  the
         Administrative  Agent shall promptly distribute such funds to Lender by
         11:00 a.m. on the third  Business  Day after such funds shall have been
         received or collected.

                  (c) Delay in Disbursing. If funds required for an Advance from
         a Lender or for payment by the Administrative Agent are not distributed
         to GSRP or the applicable  Lender,  as the case may be, within the time
         set forth  herein for such  distribution  for any reason  other than an
         "Act of God" or the  nonoperation  of the  Federal  Reserve  Bank  wire
         transfer system,  the party entitled to such funds shall be entitled to
         interest on such funds from the Person  obligated  to disburse the same
         at the rate of the prevailing Federal Funds rate from and including the
         date such funds were  received or to be  disbursed,  but  excluding the
         date such funds are received by the recipient thereof.



<PAGE>





          10.9 AGENT'S FEE 

         10.9     Agent's Fee.

         In  consideration  of the  Administrative  Agent's  entering  into  and
performing its obligations hereunder and under the other Security Documents, the
Lenders agrees to pay to the  Administrative  Agent,  on a monthly basis, on the
same date in such  month on which  interest  is  scheduled  to be paid under the
Notes (whether or not any such interest is actually  payable),  such fees as may
be agreed to, in writing, by and among the Administrative  Agent and the Lenders
(such fees may include sharing of interest paid hereunder or other fees provided
for  herein).   Each  of  the  Lenders   hereby   irrevocably   authorizes   the
Administrative Agent to deduct the fee due to the Administrative Agent from such
Lender out of any and all amounts  payable to such Lender by the  Administrative
Agent hereunder.



<PAGE>





          10.10 OTHER AGENCIES 

         10.10    Project Required Lenders.

         The Lenders hereby further  acknowledge  that (i) the Required  Parties
and the Project  Required  Lenders are competent to instruct the  Administrative
Agent with  respect to certain  actions to be taken in respect of all or part of
the  Collateral,  as  specifically  provided  for  herein  and in  the  Security
Documents,  and (ii) neither the Required Parties nor any other Project Required
Lenders  shall be entitled or authorized  to  countermand  or change any written
instruction given to the Administrative Agent by the Project Required Lenders of
a particular  Project in respect of such  Project's  Security  Documents and the
Collateral that directly  relates to such Project.  Any dispute among or between
the Required  Parties and any one or more of the Project  Required Lenders shall
be  sufficient  grounds  for the  Administrative  Agent to refrain  from  acting
hereunder or under any other  Security  Document or pursuant to any  instruction
from  any  Lender.  This  Section  shall be in  addition  to the  rights  of the
Administrative Agent under Section 10.2(c) hereof.



<PAGE>





          10.11 CASH COLLATERAL ACCOUNT 

         10.11    Cash Collateral Account.

         Immediately  prior to the  making  of the first  deposit  into the Cash
Collateral  Account,  the Administrative  Agent shall open and maintain the Cash
Collateral Account.  The Cash Collateral Account shall be a segregated,  blocked
account to which only the Administrative  Agent generally shall have access, and
moneys  deposited into the Cash Collateral  Account shall not be commingled with
moneys other than proceeds of Collateral  and proceeds from the  investments  of
such moneys, as provided for herein. The Cash Collateral Account shall be styled
"Cash Collateral  Account of Textron  Financial  Corporation,  as administrative
agent."  Textron  Financial  Corporation,  other  than  in its  capacity  as the
Administrative  Agent,  shall have no right of set-off  with respect to the Cash
Collateral Account. So long as no Event of Default shall exist, all or a portion
of the amounts in the Cash  Collateral  shall be invested and  reinvested by the
Administrative Agent in one or more Eligible Investments, as may be directed, in
writing,  by GSRP.  GSRP agrees that such Eligible  Investments and the proceeds
and earnings  thereof shall be Collateral  and such proceeds and earnings  shall
remain in the Cash  Collateral  Account.  GSRP  agrees  to report as income  for
financial  reporting and tax purposes (to the extent  reportable) all investment
earnings on amounts in the Cash Collateral  Account.  The  Administrative  Agent
shall be under no obligation to invest any of the moneys in the Cash  Collateral
Account for so long as any Event of Default  shall exist or if it shall have not
received a written instruction from GSRP to make such investments.

         GSRP, the Administrative  Agent and the Lenders agree to use their best
efforts  to  reach  agreement  as to the  application  of any  cash in the  Cash
Collateral Account if no Default or Event of Default shall then exist. GSRP, the
Administrative  Agent and the Lenders  acknowledge that it is their intention to
apply  such  moneys  to the  Obligations  at least  quarterly  for so long as no
Default or Event of  Default  shall  exist in such  order and in such  amount or
amounts as may be reasonably agreed upon by GSRP, the  Administrative  Agent and
the  Lenders.  If no such  agreement is reached at any point in time when such a
quarterly  application  is to be made,  then all  moneys in the Cash  Collateral
Account shall remain  therein until such an agreement is so reached.  Subject to
rights,  remedies and priority  distribution  provisions for Collateral proceeds
during the existence of an Event of Default,  it is the intention of the parties
hereto to apply  amounts  in the Cash  Collateral  Account  towards  Obligations
rather than leaving it in the Cash Collateral Account.

11.      MISCELLANEOUS



<PAGE>





          11.1 GOVERNING LAW 

         11.1     Governing Law.

         This  Agreement  and  all   transactions,   assignments  and  transfers
hereunder,  and all the rights of the parties hereto shall be governed as to the
validity,  construction,  enforcement  and in all other respects by the internal
laws of the State of Maine. To the extent any provision of this Agreement is not
enforceable  under  applicable law, such provision shall be deemed null and void
and shall have no effect on the remaining portions of this Agreement.



<PAGE>





          11.2 EXPENSES AND CLOSING FEES 

         11.2     Expenses and Closing Fees.

         Whether or not the transactions  contemplated  hereunder are completed,
GSRP  shall  pay all  expenses  of any one or more  of the  Lenders  and/or  the
Administrative Agent relating to negotiating,  preparing,  documenting,  closing
and enforcing this  Agreement,  relating to the making by any one or more of the
Lenders of any Advances  hereunder to GSRP and/or relating to the performance of
the duties of the  Administrative  Agent  hereunder and under the other Security
Documents, including, but not limited to:

                    (a) the cost of reproducing  this  Agreement,  the Notes and
          the other Security Documents;

                    (b) the  fees  and  disbursements  of  each of the  Lender's
          counsel and the Administrative Agent's counsel;

                  (c)  each  of the  Lender's  and  the  Administrative  Agent's
         out-of-pocket expenses in connection with any audits in respect of GSRP
         and/or the  Collateral  conducted by such Lender or the  Administrative
         Agent prior to the date hereof per Schedule 18 hereto;

                  (d) all fees and  expenses  (including  fees and  expenses  of
         counsel to each of the Lenders and counsel to the Administrative Agent)
         relating to any amendments, waivers, consents or review of documents in
         connection  with this  Agreement  or  relating  to the  funding  of any
         Advance hereunder;

                  (e) all costs, outlays,  attorneys' fees and expenses of every
         kind and character had or incurred in (i) the enforcement of any of the
         provisions  of, or rights  and  remedies  under,  this  Agreement,  any
         assignment  agreement,  or any  other  Security  Document  and (ii) the
         preparation for, negotiations regarding,  consultations  concerning, or
         the defense of legal proceedings involving, any claim or claims made or
         threatened   against  any  one  or  more  of  the  Lenders  and/or  the
         Administrative  Agent arising out of this transaction or the protection
         of  the  Collateral  securing  the  Obligations,  expressly  including,
         without  limitation,  the  defense by any Lender or the  Administrative
         Agent of any legal  proceedings  instituted or threatened by any Person
         to seek to  recover  or set aside  any  payment  or setoff  theretofore
         received  or applied by such  Lender or the  Administrative  Agent with
         respect to the Obligations;

                    (f) all expenses relating to the Approved Escrow Accounts;

                  (g) all expenses  relating to the safekeeping of the Contracts
         by  the  Administrative  Agent  (including,   without  limitation,  the
         retention  by the  Administrative  Agent  of  any  custodian  or  trust
         department to safekeep such Contracts);

                  (h) all filing and recording  fees,  costs and expenses  which
         may be  incurred  by  any  one  or  more  of  the  Lenders  and/or  the
         Administrative  Agent with  respect to the filing or  recording  of any
         document or instrument  relating to the transactions  described in this
         Agreement or the other Security Documents;

                  (i)  the   Administrative   Agent's  advances  (together  with
         interest  thereon as  provided  for herein) in respect of any of GSRP's
         expenses or  undertakings  to make  payments set forth herein or in any
         other Security Document for which the  Administrative  Agent shall have
         paid such expenses or made such  payments in accordance  with the terms
         and conditions hereof or such other Security Documents, and

                  (j) all fees,  costs and  expenses  owing to the  Disbursement
         Agent  under  the  Loan  Disbursement  Agreement,   provided  that  the
         aggregate  amount of such fees shall not exceed $40,000 (in addition to
         all costs and  expenses in respect  thereof)  and all fees owing to the
         Administrative Agent under Section 10.9 hereof,

(all of the  foregoing  in this  Section  11.2 being  referred to herein as, the
"Loan Costs").



<PAGE>





          11.3 PARTIES, SUCCESSORS AND ASSIGNS 

         11.3     Parties, Successors and Assigns.

         This  Agreement  shall be binding  upon and inure to the benefit of the
parties hereto and their respective successors and assigns (except that GSRP may
not assign any of its rights  hereunder),  and all  representations,  covenants,
provisions  and  agreements  by or on behalf of GSRP which are contained in this
Agreement  shall  inure to the  benefit  of the  successors  and  assigns of the
Lenders and the Administrative  Agent.  Except as provided in this Section 11.3,
this  Agreement  shall not create and shall not be  construed  as  creating  any
rights enforceable by, or benefits in favor of, any Person not a party hereto.



<PAGE>





          11.4 NOTICES 

         11.4     Notices.

         All  notices or demands by any  Person  hereunder  to any other  Person
hereunder  relating to this  Agreement  or any other  Security  Document  shall,
except as  otherwise  provided  herein,  be in writing and sent by  certified or
registered  United States mail,  first class postage  prepaid and return receipt
requested,  or by a nationally  recognized  overnight  courier  service with all
delivery fees prepaid. Notices shall be deemed received

                  (a) on the 3rd  succeeding  Business Day following  deposit in
         the United States mail, certified or registered and first class postage
         prepaid and return  receipt  requested,  provided  that  notices to the
         Administrative Agent shall not be effective until received or

                  (b) upon delivery if sent by nationally  recognized  overnight
         courier with all delivery fees prepaid.

Notices and demands shall be addressed,  if to GSRP, at the mailing  address set
forth on Schedule 19 to this Agreement or to such other address as GSRP may from
time to time  specify in writing or, if to a Lender,  at the mailing  address of
such  Lender set forth on  Schedule  19 hereto or to such other  address as such
Lender  may  from  time  to time  specify  in  writing  to  GSRP  or,  if to the
Administrative  Agent,  at the mailing address of the  Administrative  Agent set
forth on Schedule 19 hereto or to such other address as the Administrative Agent
may from time to time specify in writing to GSRP and the Lenders.



<PAGE>





          11.5 TOTAL AGREEMENT 

         11.5     Total Agreement.

         This  Agreement,  including the  Exhibits,  the Schedules and the other
agreements  referred  to herein,  is the entire  agreement  between  the parties
hereto relating to the subject matter hereof, incorporates or rescinds all prior
agreements and understandings between the parties hereto relating to the subject
matter  hereof,  and may not be  changed  or  terminated  orally or by course of
conduct. Any provision of this Agreement may be modified, changed or waived only
in a writing executed by the Required Parties and GSRP, provided that

                  (a)  any  such  modification,   change  or  waiver  which  (i)
         increases the amount of any of the Commitments or reduces the principal
         amount  of the Loan  (or any  component  defined  term  thereof),  (ii)
         changes any Lender's Pro Rata Share or the Loan Exposure, (iii) changes
         the defined term "Required Parties," "Project Required Lenders" (or any
         component  defined term  thereof),  "Maturity  Date" (or any  component
         defined  term  thereof),  or  "Note"  (or any  component  defined  term
         thereof),  (iv)  decreases the Interest  Rate or the Default Rate,  (v)
         postpones the date on which any interest or any fees are payable or how
         proceeds from the sale of  Quartershare  Interests or Commercial  Units
         are  collected  and  distributed  to the Lenders,  (vi)  releases  all,
         substantially  all, or any material  portion of the  Collateral  (other
         than  as  expressly  contemplated  herein  and  in the  other  Security
         Documents) or (vii)  changes any provision of this Section 11.5,  shall
         become  effective only after having been consented to in writing by all
         of the Lenders,

                  (b) any such modification,  change or waiver in respect of any
         provision of any Note (other than a provision incorporated by reference
         therein to which  another  clause of this Section  11.5 is  applicable)
         shall become  effective  only after having been consented to in writing
         by the Lender holding such Note and

                  (c) any such modification,  change or waiver which affects any
         of the  rights,  duties  or  obligations  of the  Administrative  Agent
         hereunder  or under any other  Security  Document  (including,  without
         limitation,  any  modification  or change in Section  10 hereof)  shall
         become  effective  only after being  consented  to, in writing,  by the
         Administrative Agent.

The  failure or delay of any Lender or the  Administrative  Agent to exercise or
enforce any rights, Liens, powers, remedies, conditions or other terms hereunder
or under any other agreement or instrument executed in connection herewith shall
not operate as a waiver of any such rights, Liens, powers, remedies,  conditions
or other terms.



<PAGE>





          11.6 SURVIVAL 

         11.6     Survival.

         All warranties, representations and covenants made by GSRP herein or in
any certificate or other instrument  delivered by it or on its behalf under this
Agreement  shall be considered to have been relied upon by the Lenders and shall
survive the delivery to the Lenders of the Notes regardless of any investigation
made by the Lenders or on its behalf.  All statements in any such certificate or
other  instrument  shall  constitute  warranties  and  representations  by  GSRP
hereunder.



<PAGE>





          11.7 SET-OFF 

         11.7     Set-Off.

         In addition to any rights now or hereafter granted under applicable law
and not by way of  limitation  of any such rights,  upon the  occurrence  of any
Event of Default  each Lender is hereby  authorized  by GSRP at any time or from
time to time,  without notice to GSRP or any other Person, any such notice being
hereby expressly  waived, to set off and to appropriate and to apply any and all
deposits  (general or  special,  including,  but not  limited  to,  indebtedness
evidenced by  certificates  of deposit,  whether  matured or unmatured,  but not
including trust  accounts) and any other  indebtedness at any time held or owing
by such  Lender to or for the  creditor  or the  account of GSRP  against and on
account of the  obligations  and  liabilities  of GSRP to such Lender under this
Agreement  and  participations   therein  and  the  other  Security   Documents,
including,  but not limited to, all claims of any nature or description  arising
out of or  connected  with  this  Agreement  or  any  other  Security  Document,
irrespective  of  whether  or not (a) such  Lender  shall  have made any  demand
hereunder  or (b) the  principal  of or the  interest  on the Loan or any  other
amounts due  hereunder  shall have become due and payable  pursuant to Section 8
hereof and although said  obligations  and  liabilities,  or any of them, may be
contingent or unmatured.



<PAGE>





          11.8 RATABLE SHARING 

         11.8     Ratable Sharing.

         To the  extent  that any Lender  holding  all or part of the Loan shall
receive payments  (whether by voluntary  payment,  by realization upon security,
through the exercise of any right of set-off or banker's  lien, by  counterclaim
or cross action or by the enforcement of any right under the Security  Documents
or otherwise) of the Loan which is greater  proportionally  than other similarly
situated  Lenders,  such Lender receiving such  proportionately  greater payment
(the  "purchasing  Lender") shall (a) notify the  Administrative  Agent and each
other  similarly  situated  Lender (a  "selling  Lender") of the receipt of such
payment  and (b) apply a portion  of such  payment  to  purchase  participations
(which  it  shall  be  deemed  to  have  purchased  from  such  selling  Lenders
simultaneously upon the receipt by such selling Lenders of their ratable portion
of such  payment)  from such selling  Lenders  such that such  payment  shall be
shared ratably among the  purchasing  Lender and the selling  Lenders;  provided
that if all or part  of such  payment  received  by such  purchasing  Lender  is
thereafter  recovered  from  such  purchasing  Lender  upon  the  bankruptcy  or
reorganization of GSRP or otherwise,  the  participations  therein acquired from
the selling  Lenders  shall be rescinded  and the purchase  prices paid for such
participations  shall be returned to such selling  Lenders to the extent of such
recovery,  but  without  interest.  GSRP  expressly  consents  to the  foregoing
arrangement  and agrees  that any holder of a  participation  so  purchased  may
exercise  any and all rights of  banker's  lien,  set-off or  counterclaim  with
respect to any and all monies owing by GSRP to that holder with respect  thereto
as fully as if that  holder  were owed the amount of the  participation  held by
that holder.  For the avoidance of doubt, a similarly  situated  Lender shall be
(a) a holder of a portion of the Steamboat  Loan when the other Lender is also a
holder of a portion  of the  Steamboat  Loan and the  payment  is in  respect of
Steamboat  Obligations,  (b) a holder of a portion of the Canyons  Loan when the
other  Lender is also a holder of a portion of the Canyons  Loan and the payment
is in  respect  of  Canyons  Obligations,  (c) a  holder  of a  portion  of  the
*Sugarbush  Loan  when the other  Lender  is also a holder  of a portion  of the
*Sugarbush Loan and the payment is in respect of *Sugarbush  Obligations,  (d) a
holder  of a portion  of the  *Sugarloaf  Loan  when the other  Lender is also a
holder of a portion  of the  *Sugarloaf  Loan and the  payment  is in respect of
*Sugarloaf  Obligations,  (e) a holder of a portion of the Loan when the payment
involved is to be shared by all  Lenders  ratably  hereunder,  (f) a holder of a
portion  of the  Jordan  Bowl Loan  when the other  Lender is also a holder of a
portion of the  Jordan  Bowl Loan and the  payment is in respect of Jordan  Bowl
Obligations,  (g) a holder  of a  portion  of the  Attitash  Loan when the other
Lender is also a holder of a portion of the Attitash  Loan and the payment is in
respect of  Attitash  Obligations,  (h) a holder of a portion of the  Killington
Loan when the other Lender is also a holder of a portion of the Killington  Loan
and the payment is in respect of Killington Obligations and/or (i) a holder of a
portion of the Mt. Snow Loan when the other Lender is also a holder of a portion
of the Mt. Snow Loan and the payment is in respect of Mt. Snow Obligations.



<PAGE>





          11.9 LITIGATION 226

         11.9     Litigation.

         GSRP HEREBY  WAIVES  TRIAL BY JURY IN ANY ACTION OR  PROCEEDING  OF ANY
KIND OR NATURE IN ANY COURT IN WHICH AN ACTION MAY BE  COMMENCED  ARISING OUT OF
THIS AGREEMENT,  THE NOTES, ANY OTHER SECURITY  DOCUMENT,  THE COLLATERAL OR ANY
ASSIGNMENT  THEREOF OR BY REASON OF ANY OTHER CAUSE OR DISPUTE  WHATSOEVER AMONG
GSRP, THE LENDERS AND/OR THE ADMINISTRATIVE AGENT OF ANY KIND OR NATURE.

         GSRP,  EACH OF THE LENDERS AND THE  ADMINISTRATIVE  AGENT  HEREBY AGREE
THAT THE FOLLOWING COURTS:

          STATE  COURT:  (1)  SUPERIOR  COURT OF THE STATE OF MAINE  FOR  OXFORD
COUNTY  SITTING AT SOUTH PARIS or (2) THE  SUPERIOR  COURT OF THE STATE OF RHODE
ISLAND SITTING AT PROVIDENCE;

          FEDERAL COURT:  (1) UNITED STATES  DISTRICT COURT FOR MAINE SITTING AT
PORTLAND,  or (2) UNITED STATES  DISTRICT COURT FOR THE DISTRICT OF RHODE ISLAND
SITTING AT PROVIDENCE,

SHALL HAVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXCLUSIVE JURISDICTION TO
HEAR AND DETERMINE  ANY CLAIMS OR DISPUTES  AMONG GSRP,  THE LENDERS  AND/OR THE
ADMINISTRATIVE  AGENT PERTAINING  DIRECTLY OR INDIRECTLY TO THIS AGREEMENT,  ANY
OTHER SECURITY DOCUMENT OR ANY MATTER ARISING HEREFROM OR THEREFROM.  GSRP, EACH
OF THE  LENDERS AND THE  ADMINISTRATIVE  AGENT  EXPRESSLY  SUBMIT AND CONSENT IN
ADVANCE TO SUCH  JURISDICTION IN ANY ACTION OR PROCEEDING  COMMENCED IN ANY SUCH
COURT.

         THE  STIPULATIONS  OF GSRP IN THIS SECTION 11.9 SHALL SURVIVE THE FINAL
PAYMENT OF ALL OF THE OBLIGATIONS OF GSRP AND THE RESULTING  TERMINATION OF THIS
AGREEMENT.

         NEITHER THE LENDERS NOR THE  ADMINISTRATIVE  AGENT SHALL BE RESPONSIBLE
FOR ANY  LOST  PROFITS  OF GSRP  ARISING  FROM  ANY  BREACH  OF  CONTRACT,  TORT
(EXCLUDING  ANY  LENDER'S OR the  Administrative  Agent'S  GROSS  NEGLIGENCE  OR
WILLFUL  MISCONDUCT)  FOR  ANY  OTHER  WRONG  ARISING  FROM  THE  ESTABLISHMENT,
ADMINISTRATION,  FAILURE TO FUND OR COLLECTION OF THE CREDIT EXTENDED UNDER THIS
AGREEMENT.



<PAGE>





          11.10 POWER OF ATTORNEY 

         11.10    Power of Attorney.

         GSRP hereby makes,  constitutes and appoints the  Administrative  Agent
the true and  lawful  agent and  attorney-in-fact  of GSRP,  with full  power of
substitution, (a) during the existence of any Event of Default, to receive, open
and dispose of all mail addressed to GSRP relating to the Contracts;  (b) during
the  existence  of any  Event  of  Default,  to open all  such  mail and  remove
therefrom  any  notes,  checks,  acceptances,  drafts,  money  orders  or  other
instruments constituting Collateral, with full power to endorse the name of GSRP
upon any such notes, checks,  acceptances,  drafts, money orders, instruments or
other  documents,  and to effect the deposit  and  collection  thereof,  and the
Administrative  Agent shall have the further right and power to endorse the name
of GSRP on any documents relating to the Collateral; (c) to execute on behalf of
GSRP assignments,  notices of assignment,  financing statements and other public
records and notices in respect of the Contracts; (d) during the existence of any
Event of Default,  to notify  Purchasers  of the  Contracts to make all payments
thereunder  directly to the Administrative  Agent at an address to be designated
by the  Administrative  Agent and to  execute  and send  other  notices  to such
Purchasers and obligors as the Administrative  Agent may deem necessary in order
to protect and/or  collect the same; and (e) to do any and all things  necessary
or take action in the name and on behalf of GSRP to carry out the intent of this
Agreement,  including,  without  limitation,  the grant of the security interest
provided herein and to perfect and protect the security  interest granted to the
Administrative  Agent with  respect  to the  Collateral  and the  Administrative
Agent's  rights  created  under  this  Agreement,  to act on  behalf  of GSRP in
connection  with obtaining funds from any Approved Escrow Account and to endorse
any  checks  or  other  instruments  of  payment  in  respect  of  any  payment,
performance  or  other  surety  bond  made  payable  to GSRP or to GSRP  and the
Administrative Agent jointly.  GSRP agrees that neither the Administrative Agent
nor any of its agents,  designees  or  attorneys-in-fact  will be liable for any
acts of commission or omission,  or for any error of judgment or mistake of fact
or law with respect to the exercise of the power of attorney  granted under this
Section  11.10 except for its own gross  negligence or willful  misconduct.  The
power of attorney  granted  under this Section 11.10 is coupled with an interest
and shall be irrevocable during the term of this Agreement.



<PAGE>





          11.11 SURVIVAL OF INDEMNITIES

         11.11    Survival of Indemnities.

         All indemnities set forth in this Agreement shall survive the execution
and delivery of this  Agreement  and the  execution and delivery of the Notes as
well as the payment in full of the Notes and the otherwise  full  performance of
this Agreement.



<PAGE>





          11.12 CONFLICTING OBLIGATIONS; RIGHTS AND REMEDIES 

         11.12    Conflicting Obligations; Rights and Remedies.

         To the extent that the terms of any of the Security  Documents  contain
conflicting  obligations,  the terms set forth in this Agreement shall be deemed
to be the  controlling  terms,  provided  that all  rights and  remedies  of the
Administrative Agent under the Security Documents are cumulative and in addition
to every  other  right or  remedy,  and no right or  remedy  is  intended  to be
exclusive of any other right or remedy.



<PAGE>





          11.13 INDEPENDENT NATURE OF LENDERS' RIGHTS 

         11.13    Independent Nature of Lenders' Rights.

         Nothing  contained  herein or in any other  Security  Document,  and no
action  taken by the  Lenders  pursuant  hereto or  thereto,  shall be deemed to
constitute the Lenders as a partnership,  an association, a joint venture or any
other kind of entity.  The amounts  payable at any time hereunder to each Lender
shall be a separate and  independent  debt, and each Lender shall be entitled to
protect and enforce its rights arising out of this  Agreement,  and it shall not
be  necessary  for any other Lender to be joined as an  additional  party in any
proceeding for such purpose.



<PAGE>





          11.14 SEVERABILITY

         11.14    Severability.

         In case any  provision  in or  obligation  under this  Agreement or the
Notes  shall be  invalid,  illegal or  unenforceable  in any  jurisdiction,  the
validity,   legality  and   enforceability   of  the  remaining   provisions  or
obligations, or of such provision or obligation in any other jurisdiction, shall
not in any way be affected or impaired thereby.



<PAGE>





          11.15 DUPLICATE ORIGINALS, EXECUTION IN COUNTERPART 

         11.15    Duplicate Originals, Execution in Counterpart.

         Two or more duplicate  originals of this Agreement may be signed by the
parties  hereto,  each of which shall be an original  but all of which  together
shall constitute one and the same instrument.  This Agreement may be executed in
one or more  counterparts  and shall be effective when at least one  counterpart
shall have been  executed  by each party  hereto,  and each set of  counterparts
which,  collectively,  show execution by each party hereto shall  constitute one
duplicate original.



<PAGE>





          11.16 CONSENT 

         11.16    Consent.

         For the avoidance of doubt,  the Lenders and the  Administrative  Agent
hereby agree and consent to GSRP's having entered into,  and  performing  under,
Note Purchase Agreement.



<PAGE>





          11.17 SUBORDINATION OF NOTE PURCHASE AGREEMENT 

         11.17    Subordination of Note Purchase Agreement.

         The following  terms shall have the following  definitions for purposes
of this Section 11.17:

                  Senior  Loan Debt -- all of  GSRP's  loan  indebtedness,  loan
         liabilities  and loan  obligations,  whether now  existing or hereafter
         arising,  under  the  this  Agreement  and  the  Notes  and  the  other
         obligations in respect of the Loan.

                  Subordinated Debt -- all of the indebtedness,  liabilities and
         obligations of the Assignor whether now existing or hereafter  arising,
         under  the  Note  Purchase  Agreement  and all  other  instruments  and
         documents executed and delivered in connection therewith.

         No holder of Subordinated Debt or any  administrative  agent in respect
thereof  shall have any right to exercise or issue a direction  to exercise  any
remedy under the Security Documents or to receive any proceeds of any collateral
provided for herein or therein  unless and until all Senior Loan Debt shall have
been fully and finally paid.

   [Remainder of page intentionally left blank. Next page is signature page.]


<PAGE>







         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
day and year first above written.

GSRP:                                       Lender:

GRAND SUMMIT RESORT                         TEXTRON FINANCIAL CORPORATION
PROPERTIES, INC.




By_______________________                   By__________________________
         Name:                                       Name:
         Title:                                      Title:

                                                     Type  of  Commitment/Amount
                                                     of Commitment:  Jordan Bowl
                                                     Inventory           Advance
                                                     Commitment ($5,124,657.98),
                                                     Attitash  Inventory Advance
                                                     Commitment ($1,022,717.86),
                                                     Killington        Inventory
                                                     Advance          Commitment
                                                     ($4,401,944.80),  Mt.  Snow
                                                     Inventory           Advance
                                                     Commitment ($6,417,142.95),
                                                     Steamboat      Construction
                                                     Project Advance  Commitment
                                                     ($6,516,768.21  +  {50%  of
                                                     each  dollar  of  principal
                                                     repaid  in  respect  of the
                                                     Jordan    Bowl    Inventory
                                                     Advance Note,  the Attitash
                                                     Inventory Advance Note, the
                                                     Killington        Inventory
                                                     Advance  Note  and  the Mt.
                                                     Snow Inventory Advance Note
                                                     held by  Textron  Financial
                                                     Corporation up to a maximum
                                                     of  $8,483,231.79}  --  the
                                                     total  possible  amount  of
                                                     Steamboat      Construction
                                                     Project Advance  Commitment
                                                     shall      not       exceed
                                                     $15,000,000),     Steamboat
                                                     Inventory           Advance
                                                     Commitment ($6,516,768.21 +
                                                     {50%  of  each   dollar  of
                                                     principal repaid in respect
                                                     of    the    Jordan    Bowl
                                                     Inventory Advance Note, the
                                                     Attitash  Inventory Advance
                                                     Note,     the    Killington
                                                     Inventory  Advance Note and
                                                     the  Mt.   Snow   Inventory
                                                     Advance    Note   held   by
                                                     Textron           Financial
                                                     Corporation up to a maximum
                                                     of  $8,483,231.79}  --  the
                                                     total  possible  amount  of
                                                     Steamboat Inventory Advance
                                                     Commitment shall not exceed
                                                     $15,000,000),       Canyons
                                                     Construction        Project
                                                     Advance          Commitment
                                                     ($6,516,768.21  +  {50%  of
                                                     each  dollar  of  principal
                                                     repaid  in  respect  of the
                                                     Jordan    Bowl    Inventory
                                                     Advance Note,  the Attitash
                                                     Inventory Advance Note, the
                                                     Killington        Inventory
                                                     Advance  Note  and  the Mt.
                                                     Snow Inventory Advance Note
                                                     held by  Textron  Financial
                                                     Corporation up to a maximum
                                                     of  $8,483,231.79}  --  the
                                                     total  possible  amount  of
                                                     Canyons        Construction
                                                     Project Advance  Commitment
                                                     shall      not       exceed
                                                     $15,000,000)   and  Canyons
                                                     Inventory           Advance
                                                     Commitment ($6,516,768.21 +
                                                     {50%  of  each   dollar  of
                                                     principal repaid in respect
                                                     of    the    Jordan    Bowl
                                                     Inventory Advance Note, the
                                                     Attitash  Inventory Advance
                                                     Note,     the    Killington
                                                     Inventory  Advance Note and
                                                     the  Mt.   Snow   Inventory
                                                     Advance    Note   held   by
                                                     Textron           Financial
                                                     Corporation up to a maximum
                                                     of  $8,483,231.79}  --  the
                                                     total  possible  amount  of
                                                     Steamboat Inventory Advance
                                                     Commitment shall not exceed
                                                     $15,000,000)


<PAGE>


                                     Lender:

                                                 GREEN TREE FINANCIAL SERVICING
                                                  CORPORATION



                                                 By_____________________________
                                                           Name:
                                                           Title:

                                                     Type  of  Commitment/Amount
                                                     of Commitment:  Jordan Bowl
                                                     Inventory           Advance
                                                     Commitment ($4,950,532.96),
                                                     Attitash  Inventory Advance
                                                     Commitment   ($987,968.08),
                                                     Killington        Inventory
                                                     Advance          Commitment
                                                     ($4,252,376.04),  Mt.  Snow
                                                     Inventory           Advance
                                                     Commitment ($6,199,102.03),
                                                     Steamboat      Construction
                                                     Project Advance  Commitment
                                                     ($6,805,010.45  +  {50%  of
                                                     each  dollar  of  principal
                                                     repaid  in  respect  of the
                                                     Jordan    Bowl    Inventory
                                                     Advance Note,  the Attitash
                                                     Inventory Advance Note, the
                                                     Killington        Inventory
                                                     Advance  Note  and  the Mt.
                                                     Snow Inventory Advance Note
                                                     held    by    Green    Tree
                                                     Financial         Servicing
                                                     Corporation up to a maximum
                                                     of  $8,194,989.55}  --  the
                                                     total  possible  amount  of
                                                     Steamboat      Construction
                                                     Project Advance  Commitment
                                                     shall      not       exceed
                                                     $15,000,000),     Steamboat
                                                     Inventory           Advance
                                                     Commitment ($6,805,010.45 +
                                                     {50%  of  each   dollar  of
                                                     principal repaid in respect
                                                     of    the    Jordan    Bowl
                                                     Inventory Advance Note, the
                                                     Attitash  Inventory Advance
                                                     Note,     the    Killington
                                                     Inventory  Advance Note and
                                                     the  Mt.   Snow   Inventory
                                                     Advance  Note held by Green
                                                     Tree  Financial   Servicing
                                                     Corporation up to a maximum
                                                     of  $8,194,989.55}  --  the
                                                     total  possible  amount  of
                                                     Steamboat Inventory Advance
                                                     Commitment shall not exceed
                                                     $15,000,000),       Canyons
                                                     Construction        Project
                                                     Advance          Commitment
                                                     ($6,805,010.45  +  {50%  of
                                                     each  dollar  of  principal
                                                     repaid  in  respect  of the
                                                     Jordan    Bowl    Inventory
                                                     Advance Note,  the Attitash
                                                     Inventory Advance Note, the
                                                     Killington        Inventory
                                                     Advance  Note  and  the Mt.
                                                     Snow Inventory Advance Note
                                                     held    by    Green    Tree
                                                     Financial Corporation up to
                                                     a maximum of $8,194,989.55}
                                                     --   the   total   possible
                                                     amount      of      Canyons
                                                     Construction        Project
                                                     Advance   Commitment  shall
                                                     not  exceed   $15,000,000))
                                                     and    Canyons    Inventory
                                                     Advance          Commitment
                                                     ($6,805,010.45  +  {50%  of
                                                     each  dollar  of  principal
                                                     repaid  in  respect  of the
                                                     Jordan    Bowl    Inventory
                                                     Advance Note,  the Attitash
                                                     Inventory Advance Note, the
                                                     Killington        Inventory
                                                     Advance  Note  and  the Mt.
                                                     Snow Inventory Advance Note
                                                     held    by    Green    Tree
                                                     Financial         Servicing
                                                     Corporation up to a maximum
                                                     of  $8,194,989.55}  --  the
                                                     total  possible  amount  of
                                                     Steamboat Inventory Advance
                                                     Commitment shall not exceed
                                                     $15,000,000)


<PAGE>


ADMINISTRATIVE AGENT:

TEXTRON FINANCIAL CORPORATION




By______________________

         Name:
         Title:



<PAGE>







                                   Schedule 1
            List of certain Costs and Expenses or Approval of Lenders



<PAGE>







                                  Schedule 2-A
                         Description of Canyons Project


<PAGE>







                                  Schedule 2-B
                        Description of Steamboat Project


<PAGE>







                                  Schedule 2-C
                        Description of Sugarbush Project



                             Intentionally omitted.


<PAGE>







                                  Schedule 2-D
                        Description of Sugarloaf Project


                             Intentionally omitted.


<PAGE>









                                  Schedule 2-E
                       Description of Jordan Bowl Project


<PAGE>







                                  Schedule 2-F
                         Description of Attitash Project


<PAGE>







                                  Schedule 2-G
                        Description of Killington Project


<PAGE>







                                  Schedule 2-H
                         Description of Mt. Snow Project


<PAGE>







                                   Schedule 3
                       Schedule of Minimum Release Prices


<PAGE>







                                   Schedule 4
                              Permitted Exceptions


See  Schedule B to Lawyers  Title  Policy  issued  under LSA I, as  endorsed  in
connection with the Inventory Advances in respect of the 1997 Projects, Schedule
B to the Transnation  Title Insurance Policy in connection with the Construction
Project Advances for the Steamboat  Project and Schedule B to the First American
Title  Insurance  Policy  issued in  connection  with the  Construction  Project
Advances for the Canyons Project.


<PAGE>







                                   Schedule 5

Intentionally Omitted


<PAGE>







                                   Schedule 6
                 Textron Financial Corporation Purchase Facility


<PAGE>







                                   Schedule 7
                              Payment Instructions

Payments from GSRP to the Administrative Agent:

Name:  Textron Financial Corporation
Bank:  The First National Bank of Chicago, Chicago, Illinois
ABA #:  071-000-013
Account #:  5535921
Ref:  Grand Summit Resort Properties, Inc. Loan/[Type of Loan][Type of Payment]

Payments from any Lender to the Administrative Agent:

Name:  Textron Financial Corporation
Bank:  The First National Bank of Chicago, Chicago, Illinois
ABA #:  071-000-013
Account #:  5535921
Ref:  Grand Summit Resort Properties, Inc. Loan


<PAGE>







                                   Schedule 8
                           Property-Related Contracts


<PAGE>







                                   Schedule 9
                  Names of Affiliates and Nature of Affiliation


<PAGE>







                                   Schedule 10
                          General Business Description

          Grand  Summit  Resort   Properties,   Inc.  is  a  Maine   corporation
established for the limited purpose of developing and operating hotel properties
with residential quartershare interests and conference facilities.  Grand Summit
Resort Properties, Inc. owns no other properties other than the Projects.


<PAGE>







                                   Schedule 11
                 Financial Statements of GSRP and Host Companies


<PAGE>







                                   Schedule 12
                                   Litigation


<PAGE>







                                   Schedule 13
                                Permitted Leases


<PAGE>







                                   Schedule 14
                              Hazardous Substances


<PAGE>







                                   Schedule 15
                      Licenses, Permits, etc. not obtained

None


<PAGE>







                                   Schedule 16

Intentionally Omitted


<PAGE>







                                   Schedule 17
                           Deferred Compensation Plans

GSRP does not have any  employees  and,  therefore,  does not have any  deferred
compensation plans.


<PAGE>







                                   Schedule 18
                                  List of Fees

None


<PAGE>







                                   Schedule 19
                        Addresses for Notices and Demands


Grand Summit Resort Properties, Inc.
PO Box 450
Sunday River Road Bethel, ME  04217

         Attn:  Chris Howard

Textron Financial Corporation
Resort Receivables Finance Division
333 East River Drive
Suite 305
East Hartford, CT  06108

         Attn:  Nicolas Mecca

with a copy to:

Textron Financial Corporation
P.O. Box 6687
Providence, Rhode Island  02940-6687

         Attn:  Division Counsel - RRD

Green Tree Financial Servicing Corporation
100 North Point Center, East
Suite 200
Alpharette, GA  30022

         Attn:    Christopher Gouskos
                  Senior Vice President