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A.	The board of directors of each of Vail and Whistler has determined that it would be in the best interests of Vail and Whistler, respectively, for Vail to acquire all of the issued and outstanding shares of Whistler;

B.	Vail proposes to acquire, through Exchangeco, all of the issued and outstanding common shares of Whistler by way of a plan of arrangement under the provisions of the Business Corporations Act (British Columbia);

C.	Upon the effectiveness of the plan of arrangement, common shareholders of Whistler will receive the Consideration for each common share of Whistler held;

D.	The parties intend that the plan of arrangement provide certain common shareholders of Whistler with the opportunity to exchange their common shares of Whistler for Exchangeable Shares on a tax-deferred or “rollover” basis for Canadian income tax purposes; and

E.	The parties hereto have entered into this Agreement to provide for the matters referred to in the foregoing recitals and for other matters related to the transaction herein provided for.

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(a)	Liens for Taxes not at the time due and payable or the validity of which is being contested at such time by such person in good faith by proper proceedings promptly instituted and diligently conducted and in respect of which Whistler has made adequate provisions in accordance with IFRS;

(b)	the Lien of any judgment rendered or claim filed against such person which such person is contesting at such time in good faith by proper proceedings, and in respect of which Whistler has made adequate provisions in accordance with IFRS;

(c)

Liens or privileges imposed by Law such as carriers, warehousemen’s, mechanics, builder’s and materialmen’s Liens for construction in progress otherwise arising in the ordinary course of business of such person for sums not at such time due and payable or which are being contested at such time by such person in good faith by proper proceedings and where all legally required holdbacks have been retained;

(d)	undetermined or inchoate Liens incidental to current operations which have not at such time been filed, which do not secure indebtedness and which relate to obligations not yet due or delinquent;

(e)

restrictions, covenants, land use contracts, rent charges, building schemes, declarations of covenants, conditions and restrictions, servicing agreements, or other registered agreements or instruments in favour of any Governmental Entity, easements, rights-of-way, servitudes, rental pool agreements or other similar rights in or with respect to real property (including in respect of railways, water, sewer, drainage, gas and oil pipelines, electricity, light, power, telephone, telegraph, internet or cable television services and utilities) granted to or reserved by other persons or properties, which in the aggregate do not materially impair the use of or the operation of the business of such Person or the property subject thereto and provided that same have been complied with;

(f)	subdivision plans, site plans, subdivision plats, maps, surveys and similar instruments registered or recorded in the ordinary course of business which do not materially impair the use of or the operation of the business of such Person or the property subject thereto and provided the same have been complied with;

(g)

any right reserved to or vested in any Governmental Entity by the terms of any permit, licence, certificate, order, grant, classification (including any zoning laws and ordinances and similar legal requirements), registration or other consent, approval or authorization acquired by such person from any Governmental Entity or by any Law, to terminate any such permit, licence, certificate, order, grant, classification, registration or other consent, approval or authorization or to require annual or other payments as a condition to the continuance thereof and which in the aggregate do not materially impair the use of or the operation of the business of such Person or the property subject thereto;

(h)	any Lien resulting from the deposit of cash or securities in connection with any of the Liens referred to in clauses (a), (b) or (c) of this definition or in connection with contracts, tenders, leases or expropriation proceedings or

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(i)	any security given to a public or private utility or other service provider or any other Governmental Entity when required by such utility or other Governmental Entity in connection with the operations of such person in the ordinary course of its business;

(j)

any lease, notice of lease, agreement to lease, option to lease, licence, sub-lease or other right of use or occupancy assumed or entered into by or on behalf of such person in the ordinary course of its business, which do not individually or in the aggregate render the title to any real estate asset invalid or unmarketable and which would not materially interfere with the conduct of the business of such person;

(k)	the reservations, exceptions, limitations, provisos and conditions, if any, expressed in any grants from the Crown or similar Governmental Entity of any owned, leased or licenced real property;

(l)	defects or irregularities in title relating to real property which in the aggregate will not materially impair the use of the property for the purposes for which it is held by such Person or the business operated by such Person or the property subject thereto;

(m)	minor encroachments by any structure onto adjoining lands which will not materially impair the use of such property for the purposes for which it is held or the business operated on such property or the property subject thereto;

(n)	any right of set-off, refund or charge-back available to any bank or other financial institution;

(o)	Liens granted under purchase money mortgages, conditional sale agreements and other similar instruments relating to purchased properties or assets; and

(p)	Liens on any properties or assets acquired after the date hereof which are existing at the time of such acquisition, provided such acquisition is not prohibited pursuant to Section 5.1;

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(a)	any change or development generally affecting the industries in which Vail and its Subsidiaries operate;

(b)	any change or development in global, national or regional political conditions (including any act of terrorism or any outbreak of hostilities or war or any escalation or worsening thereof) or any natural disaster;

(c)	any change in general economic, business or regulatory conditions or in global financial, credit, currency or securities markets in Canada or the United States;

(d)	any adoption, proposed implementation or change in applicable Law or any interpretation thereof by any Governmental Entity;

(e)	any change in U.S. GAAP or changes in applicable regulatory accounting requirements applicable to the industries in which it conducts business;

(f)	changes or developments in or relating to currency exchange or interest rates;

(g)	weather conditions adverse to the business being carried on by Vail or its Subsidiaries;

(h)	the negotiation, execution, announcement, performance or pendency of this Agreement or the consummation of the transactions contemplated herein;

(i)	actions or inactions expressly required by this Agreement or that are taken with the prior written consent of Whistler;

(j)

any change in the market price or trading volume of any securities of Vail (it being understood, without limiting the applicability of paragraphs (a) through (i), that the causes underlying such changes in market price or trading volume may be taken into account in determining whether a Vail Material Adverse Effect has occurred), or any suspension of trading in securities generally or on any securities exchange on which any securities of Vail trade; or

(k)

the failure, in and of itself, of Vail to meet any internal or public projections, forecasts or estimates of revenues, earnings or other financial operating metrics before, on or after the date of this Agreement (it being understood, without limiting the applicability of paragraphs (a) through (i), that the causes underlying such failure may be taken into account in determining whether a Vail Material Adverse Effect has occurred);

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(a)	any change or development generally affecting the industries in which Whistler and its Subsidiaries operate;

(b)	any change or development in global, national or regional political conditions (including any act of terrorism or any outbreak of hostilities or war or any escalation or worsening thereof) or any natural disaster;

(c)	any change in general economic, business or regulatory conditions or in global financial, credit, currency or securities markets in Canada or the United States;

(d)	any adoption, proposed implementation or change in applicable Law or any interpretation thereof by any Governmental Entity;

(e)	any change in IFRS or changes in applicable regulatory accounting requirements applicable to the industries in which it conducts business;

(f)	changes or developments in or relating to currency exchange or interest rates;

(g)	weather conditions adverse to the business being carried on by Whistler or its Subsidiaries;

(h)	the negotiation, execution, announcement, performance or pendency of this Agreement or the consummation of the transactions contemplated herein;

(i)	actions or inactions expressly required by this Agreement or that are taken with the prior written consent of Vail;

(j)

any change in the market price or trading volume of any securities of Whistler (it being understood, without limiting the applicability of paragraphs (a) through (i), that the causes underlying such changes in market price or trading volume may be taken into account in determining whether a Whistler Material Adverse Effect has occurred), or any suspension of trading in securities generally or on any securities exchange on which any securities of Whistler trade; or

(k)

the failure, in and of itself, of Whistler to meet any internal or public projections, forecasts or estimates of revenues, earnings or other financial operating metrics before, on or after the date of this Agreement (it being understood, without limiting the applicability of paragraphs (a) through (i), that the causes underlying such failure may be taken into account in determining whether a Whistler Material Adverse Effect has occurred);

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(a)	In this Agreement, references to “the knowledge of Whistler” means the actual knowledge of any of the Chief Executive Officer, the Chief Financial Officer and the General Counsel and Corporate Secretary of Whistler, and is deemed to include the knowledge that each would have if he had made reasonable inquiries.

(b)	In this Agreement, references to “the knowledge of Vail” means the actual knowledge of any of the Chief Executive Officer, the Chief Financial Officer and the General Counsel and Secretary of Vail, and is deemed to include the knowledge that each would have if he had made reasonable inquiries.

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(i)	the Arrangement is fair to Whistler Shareholders;

(ii)	it will recommend that Whistler Shareholders vote in favour of the Arrangement Resolution; and

(iii)	the Arrangement and entry into this Agreement are in the best interests of Whistler; and

(b)	the Special Committee of the Whistler Board has received an oral opinion from Greenhill & Co. Canada Ltd., the financial advisor to Whistler, that, as of the date of such opinion and subject to the assumptions and limitations set out therein, the Consideration to be received by Whistler Shareholders pursuant to the Arrangement is fair from a financial point of view to Whistler Shareholders.

(a)	for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Shareholder Meeting and for the manner in which such notice is to be provided;

(b)

that the requisite approval for the Arrangement Resolution shall be: (i) 66⅔% of the votes cast on the Arrangement Resolution by Whistler Shareholders present in person or represented by proxy at the Shareholder Meeting voting together as a single class; and (ii) if, and to the extent, required, a simple majority of the votes cast by Whistler Shareholders present in person or represented by proxy at the Shareholder Meeting excluding the votes cast by Whistler Shareholders that are required to be excluded pursuant to MI 61-101 for purposes of the Arrangement;

(c)	that it is the intention of Vail and Exchangeco to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement;

(d)	that the Shareholder Meeting may be adjourned or postponed from time to time by the Whistler Board subject to the terms of this Agreement without the need for additional approval of the Court;

(e)	that the record date for Whistler Shareholders entitled to notice of and to vote at the Shareholder Meeting will not change in respect of any adjournment(s) or postponement(s) of the Shareholder Meeting;

(f)	that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the constating documents of Whistler, including quorum requirements and other matters, shall apply in respect of the Shareholder Meeting;

(g)	for the grant of the Dissent Rights to registered holders of Whistler Shares as set forth in the Plan of Arrangement;

(h)	for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and

(i)	for such other matters as Vail may reasonably require, subject to obtaining the prior consent of Whistler, such consent not to be unreasonably withheld or delayed.

(a)	convene and conduct the Shareholder Meeting in accordance with its constating documents, the Interim Order and applicable Laws, as soon as reasonably practicable, and in any event on or before October 7, 2016;

(b)	in consultation with Vail, fix and publish a record date for the purposes of determining Whistler Shareholders entitled to receive notice of and vote at the Shareholder Meeting and give notice to Vail of the Shareholder Meeting;

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(c)	allow Vail’s representatives and legal counsel to attend the Shareholder Meeting;

(d)	not adjourn, postpone or cancel (or propose or permit the adjournment, postponement or cancellation of) the Shareholder Meeting without Vail’s prior written consent, except:

(i)	as required for quorum purposes (in which case the meeting shall be adjourned and not cancelled), by Law or by a Governmental Entity or by valid Whistler Shareholder action (which action is not solicited or proposed by Whistler or the Whistler Board and subject to compliance by Whistler with Section 5.5(c)); or

(ii)	as otherwise expressly permitted under this Agreement;

(e)

use commercially reasonable efforts to solicit proxies in favour of the Arrangement Resolution, including, if so requested by Vail and at the expense of Vail, using the services of dealers and proxy solicitation firms to solicit proxies in favour of the approval of the Arrangement Resolution, provided that Whistler shall not be required to continue to solicit proxies in favour of the Arrangement Resolution if there has been a Whistler Change in Recommendation;

(f)	provide Vail with copies of or access to information regarding the Shareholder Meeting generated by any dealer or proxy solicitation services firm engaged by Whistler, as requested from time to time by Vail;

(g)	promptly advise Vail as frequently as Vail may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Shareholder Meeting, as to the aggregate tally of the proxies received by Whistler in respect of the Arrangement Resolution;

(h)

promptly advise Vail of any written communication from any Whistler Shareholder in opposition to the Arrangement (except for non-substantive communications from any Whistler Shareholder that purports to hold less than 38,000 Whistler Shares (provided that communications from such Whistler Shareholders are not substantive in the aggregate)), written notice of dissent or purported exercise by any Whistler Shareholder of Dissent Rights received by Whistler in relation to the Arrangement and any withdrawal of Dissent Rights received by Whistler and any written communications sent by or on behalf of Whistler to any Whistler Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement;

(i)	not make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of Vail;

(j)	not change the record date for the Whistler Shareholders entitled to vote at the Shareholder Meeting in connection with any adjournment or postponement of the Shareholder Meeting unless required by Law; and

(k)

at the reasonable request of Vail from time to time, promptly provide Vail with a list (in both written and electronic form) of: (i) the registered Whistler Shareholders, together with their addresses and respective holdings of Whistler Shares; (ii) the names and addresses and holdings of all Persons having rights issued by Whistler to acquire Whistler Shares (including Whistler Equity Award Holders); and (iii) participants in book-based systems and non-objecting beneficial owners of Whistler Shares, together with their addresses and respective holdings of Whistler Shares. Whistler shall from time to time require that its registrar and transfer agent furnish Vail with such additional information, including updated or additional lists of Whistler Shareholders and lists of holdings and other assistance as Vail may reasonably request.

(a)

(i) As promptly as reasonably practicable following execution of this Agreement, Whistler shall prepare the Whistler Circular together with any other documents required by applicable Laws in connection with the Shareholder Meeting; and (ii) as promptly as reasonably practicable after obtaining the Interim Order, file the Whistler Circular in all jurisdictions where the same is required to be filed and mail the Whistler Circular to each Whistler Shareholder and any other Person as required under applicable Laws and by the Interim Order, in each case, so as to permit the Shareholder Meeting to be held by the date specified in Section 2.5(a).

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(b)

On the date of mailing thereof, Whistler shall ensure that the Whistler Circular complies in all material respects with all applicable Laws and the Interim Order and shall contain sufficient detail to permit Whistler Shareholders to form a reasoned judgment concerning the matters to be placed before them at the Shareholder Meeting, and, without limiting the generality of the foregoing, shall ensure that the Whistler Circular will not contain any misrepresentation (except that Whistler shall not be responsible for any information included in the Whistler Circular relating to Vail and its affiliates and the Consideration Shares that was provided by Vail expressly for inclusion in the Whistler Circular pursuant to Section 2.6(d)). The Whistler Circular shall also contain such information as may be required to allow Vail and Exchangeco to rely upon the exemption from registration provided under Section 3(a)(10) of the U.S. Securities Act with respect to the offer and sale of the Consideration Shares pursuant to the Arrangement.

(c)

The Whistler Circular shall: (i) include a copy of the Fairness Opinion; (ii) state that the Whistler Board has received the Fairness Opinion, and has unanimously determined, after receiving legal and financial advice, that the Arrangement is fair to Whistler Shareholders and that the Arrangement and entry into this Agreement are in the best interests of Whistler; (iii) contain the unanimous recommendation of the Whistler Board to Whistler Shareholders that they vote in favour of the Arrangement Resolution (the “Whistler Board Recommendation”); and (iv) include statements that each of the Locked-Up Shareholders has signed a Voting Agreement, pursuant to which, and subject to the terms thereof, they have agreed to, among other things, vote their Whistler Shares in favour of the Arrangement Resolution.

(d)

Vail shall provide Whistler with all information regarding Vail, its affiliates and the Consideration Shares, including any pro forma financial statements, as required by applicable Laws for inclusion in the Whistler Circular or in any amendments or supplements to such Whistler Circular, including all details relevant to the tax elections contemplated by Section 5.13. Vail shall ensure that such information does not include any misrepresentation concerning Vail, its affiliates and the Consideration Shares, and will indemnify Whistler for all claims, losses, costs and expenses incurred by Whistler in respect of any such misrepresentation or alleged misrepresentation contained in any information regarding Vail, its affiliates and the Consideration Shares included in the Whistler Circular that was provided by Vail expressly for inclusion in the Whistler Circular pursuant to this Section 2.6(d). Vail and Whistler shall also use their commercially reasonable efforts to obtain any necessary consents from any of their respective auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Whistler Circular and to the identification in the Whistler Circular of each such advisor.

(e)

Vail and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Whistler Circular and related documents prior to the Whistler Circular being printed and filed with any Governmental Entity, and reasonable consideration shall be given to any comments made by Vail and its legal counsel, provided that all information relating solely to Vail and its affiliates included in the Whistler Circular shall be in form and content approved in writing by Vail, acting reasonably. Whistler shall provide Vail with final copies of the Whistler Circular prior to the mailing to Whistler Shareholders.

(f)

Whistler and Vail shall each promptly notify the other if at any time before the Effective Date either becomes aware that the Whistler Circular contains a misrepresentation, or otherwise requires an amendment or supplement and the Parties shall co-operate in the preparation of any amendment or supplement to the Whistler Circular as required or appropriate, and Whistler shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Whistler Circular to Whistler Shareholders and, if required by the Court or applicable Laws, file the same with any Governmental Entity and as otherwise required.

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(a)	the Court will be asked to approve the procedural and substantive fairness of the terms and conditions of the Arrangement;

(b)	in accordance with Section 2.4(c), prior to the issuance of the Interim Order, the Court will be advised of the intention of Vail and Exchangeco to rely on the exemption provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of Consideration Shares pursuant to the Arrangement, based on the Court’s approval of the Arrangement;

(c)	prior to the issuance of the Interim Order, Whistler will file with the Court a draft copy of the proposed text of the Whistler Circular together with any other documents required by Law in connection with the Shareholder Meeting;

(d)	the Court will be advised that its approval of the Arrangement will be relied upon as a determination that the Court has satisfied itself as to the procedural and substantive fairness of the terms and conditions of the Arrangement to all Persons who are entitled to receive Consideration Shares pursuant to the Arrangement;

(e)

Whistler will ensure that each Whistler Shareholder and other Person entitled to receive Consideration Shares pursuant to the Arrangement will be given adequate and appropriate notice advising them of their right to attend the hearing of the Court to approve the procedural and substantive fairness of the terms and conditions of the Arrangement and providing them with sufficient information necessary for them to exercise that right;

(f)	the Final Order will expressly state that the Arrangement is approved by the Court as being procedurally and substantively fair to all Persons entitled to receive Consideration Shares pursuant to the Arrangement;

(g)	the Interim Order will specify that each Person entitled to receive Consideration Shares pursuant to the Arrangement will have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement;

(h)	the Court will hold a hearing before approving the fairness of the terms and conditions of the Arrangement and issuing the Final Order; and

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(i)

all Consideration Shares issued to Persons in the United States will be registered or qualified under the securities laws of each state, territory or possession of the United States in which any Person receiving Consideration Shares is located, unless an exemption from such state securities law registration or qualification requirements is available. In addition, the issuer or any Consideration Shares issued to a Person in any state, territory or possession of the United States shall comply with any issuer broker-dealer registration requirement applicable in that state, territory or possession, unless an exemption from such issuer broker-dealer registration requirement is available.

(a)

The Arrangement shall become effective on the date upon which Whistler and Vail agree in writing as the Effective Date or, in the absence of such agreement, five (5) Business Days following the satisfaction or waiver of all conditions to completion of the Arrangement set out in Article 6 (excluding any conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, waiver of those conditions as of the Effective Date by the applicable Party or Parties for whose benefit such conditions exist) and the Arrangement shall be effective at the Effective Time on the Effective Date and will have all of the effects provided by applicable Law.

(b)	The closing of the Arrangement will take place at the offices of Osler, Hoskin & Harcourt LLP, 1055 West Hastings Street, Suite 1700, The Guinness Tower, Vancouver, British Columbia V6E 2E9 at 10:00 a.m. (Pacific time) on the Effective Date, or at such other time and place as may be agreed to by the Parties.

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(a)

Whistler shall and shall cause each of its Subsidiaries to: (i) conduct its and their respective businesses only in, and not take any action except in, the ordinary course of business consistent with past practice; and (ii) use commercially reasonable efforts to preserve intact its and their present business organization, goodwill, business relationships and assets and to keep available the services of its and their officers and employees as a group;

(b)	without limiting the generality of Section 5.1(a), Whistler shall not, and shall cause each of its Subsidiaries not to, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, directly or indirectly:

(i)	amend or propose to amend its articles, notice of articles or other constating documents, including partnership agreements of its Subsidiaries;

(ii)	declare, set aside or pay any dividend or other distribution (whether in cash, securities or property or any combination thereof) in respect of any Whistler Shares, except for regular quarterly dividends to Whistler Shareholders in the ordinary course consistent with past practice (for greater certainty, this Section 5.1(b)(ii) shall not restrict distributions by the Partnerships);

(iii)

issue, sell, grant, award, pledge, dispose of or otherwise encumber or agree to issue, sell, grant, award, pledge, dispose of or otherwise encumber any Whistler Shares or other equity or voting interests or any options, stock appreciation rights, warrants, calls, conversion or exchange privileges or rights of any kind to acquire (whether on exchange, exercise, conversion or otherwise) any Whistler Shares or other equity or voting interests or other securities or any shares of its Subsidiaries (including, for greater certainty, Whistler Options, Whistler Performance Awards, Whistler RSUs or any other equity based awards), other than pursuant to the exercise of existing Whistler Options, Whistler Performance Awards and Whistler RSUs in accordance with their terms (as such terms are disclosed in the Data Room);

(iv)	split, combine or reclassify any outstanding Whistler Shares or the securities of any of its Subsidiaries;

(v)	redeem, purchase or otherwise acquire or offer to purchase or otherwise acquire Whistler Shares or other securities of Whistler or any securities of its Subsidiaries;

(vi)	amend the terms of any securities of Whistler or any of its Subsidiaries;

(vii)	adopt or propose a plan of liquidation or resolutions providing for the liquidation or dissolution of Whistler or any of its Subsidiaries;

(viii)	reorganize, amalgamate or merge Whistler or its Subsidiaries with any other Person;

(ix)	sell, pledge, lease, dispose of, mortgage, licence, encumber or otherwise transfer or agree to sell, pledge, lease, dispose of, mortgage, licence, encumber or otherwise transfer any assets of Whistler or any of

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(x)

acquire (by merger, consolidation, acquisition of stock or assets or otherwise) or agree to acquire, directly or indirectly, in one transaction or in a series of related transactions, any Person, or make any investment or agree to make any investment, directly or indirectly, in one transaction or in a series of related transactions, either by purchase of shares or securities, contributions of capital (other than to wholly-owned Subsidiaries and other than to Subsidiaries in relation to capital expenditures of the Partnerships as referred to in Section 5.1(b)(xi) below), property transfer or purchase of any property or assets of any other Person, other than pursuant to acquisitions in the ordinary course of business consistent with past practice that do not have a purchase or subscription price greater than $15,000,000 in the aggregate (including any assumed indebtedness);

(xi)	incur any capital expenditures or enter into any agreement obligating Whistler or its Subsidiaries to provide for future capital expenditures other than budgeted capital expenditures that both (A) have been approved by the Whistler Board prior to the date of this Agreement; and (B) do not exceed $20,000,000 in the aggregate;

(xii)	make any changes in financial accounting methods, principles, policies or practices, except as required, in each case, by IFRS or by applicable Law;

(xiii)	reduce the stated capital of the shares of Whistler or any of its Subsidiaries;

(xiv)

other than pursuant to a Contract in existence on the date hereof and disclosed in the Data Room, pre-existing indebtedness of any Person acquired by Whistler in acquisitions permitted by Section 5.1(b)(x) or capital expenditures permitted by Section 5.1(b)(xi), incur, create, assume or otherwise become liable for any indebtedness for borrowed money or any other material liability or obligation or issue any debt securities, or guarantee, endorse or otherwise become responsible for, the obligations of any other Person or make any loans or advances;

(xv)	pay, discharge, settle, satisfy, compromise, waive, assign or release any claims, rights, liabilities or obligations (including any litigation, proceeding or investigation by any Governmental Entity) other than:

(A)	the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in Whistler’s financial statements (or in those of any of its Subsidiaries) or incurred in the ordinary course of business; or

(B)	payment of any fees related to the Arrangement;

(xvi)	enter into any agreement that, if entered into prior to the date hereof, would have been a Whistler Material Contract, or modify, amend in any material respect, transfer or terminate any Whistler Material Contract, or waive, release, or assign any material rights or claims thereto or thereunder;

(xvii)	enter into or terminate any interest rate, currency, equity or commodity swaps, hedges, derivatives, forward sales contracts or other financial instruments or like transaction, other than in the ordinary course of business consistent with past practice;

(xviii)	materially change the business carried on by Whistler and its Subsidiaries, as a whole;

(xix)

except as required by the terms of the Whistler Benefit Plans or any written employment Contracts in effect on the date of this Agreement and disclosed in the Data Room, (A) grant, accelerate, or increase any severance, change of control or termination pay to (or amend any existing arrangement relating to the foregoing with) any director, officer or employee of Whistler or any of its Subsidiaries; (B) grant, accelerate, or increase any payment, award (equity or otherwise) or other benefits payable to, or for the benefit of, any director, officer or employee of Whistler or any of its Subsidiaries; (C) increase the coverage, contributions, funding requirements or benefits available under any Whistler Benefit Plan or create any new plan which would be considered to be a Whistler Benefit Plan once created; (D)

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(xx)	make any bonus or profit sharing distribution or similar payment of any kind;

(xxi)	terminate the employment of any officer or Senior Employee, except for cause; or

(xxii)	take any action or fail to take any action which action or failure to act would reasonably be expected to cause any Governmental Entities to institute proceedings for the suspension of, or the revocation or limitation of rights under, any material Authorizations necessary to conduct its businesses as now conducted, and use its commercially reasonable efforts to maintain such Authorizations;

(c)

Whistler shall use all commercially reasonable efforts to cause its current insurance (or re-insurance) policies maintained by Whistler or any of its Subsidiaries not to be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and reinsurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect; provided that, subject to Section 5.12(a), neither Whistler nor any of its Subsidiaries shall obtain or renew any insurance (or re-insurance) policy for a term exceeding 12 months;

(d)	Whistler and each of its Subsidiaries shall:

(i)	not take any action inconsistent with past practice relating to the filing of any Tax Return or the withholding, collecting, remitting and payment of any Tax;

(ii)	not amend any Tax Return or change any of its methods of reporting income, deductions or accounting for income Tax purposes from those employed in the preparation of its income tax return for the taxation year ended September 30, 2015, except as may be required by applicable Laws;

(iii)	not make or revoke any material election relating to Taxes, other than any election that has yet to be made in respect of any event or circumstance occurring prior to the date of the Agreement;

(iv)	not enter into any Tax sharing, Tax allocation, Tax related waiver or Tax indemnification agreement;

(v)	not settle (or offer to settle) any Tax claim, audit, proceeding or re-assessment that would reasonably be expected to be material to Whistler and its Subsidiaries, taken as a whole; and

(vi)	keep Vail reasonably informed, on a current basis, of any events, discussions, notices or changes with respect to any Tax investigation (other than ordinary course communications which could not reasonably be expected to be material to Whistler and its Subsidiaries, taken as a whole); and

(e)	Whistler shall not authorize, agree to, propose, enter into or modify any contract, agreement, commitment or arrangement, to do any of the matters prohibited by the other subsections of this Section 5.1 or resolve to do so.

(a)	Vail shall and shall cause each of its Subsidiaries to: (i) in all material respects conduct the business of Vail and its Subsidiaries (taken as a whole) only in, and not take any action except in, the ordinary course of business consistent with past practice; and (ii) use commercially reasonable efforts to preserve intact the present business

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(b)	without limiting the generality of Section 5.2(a), Vail shall not, directly or indirectly:

(i)	amend or propose to amend its articles, by-laws or other constating documents in a manner that would impact the value of the Consideration (other than to effect a split or consolidation of the issued and outstanding Vail Shares (which split or consolidation shall be subject to Section 2.14));

(ii)	declare, set aside or pay any dividend or other distribution (whether in cash, securities or property or any combination thereof) in respect of any Vail Shares, except for regular quarterly dividends to Vail Shareholders in the ordinary course consistent with past practice;

(iii)	redeem, purchase or otherwise acquire or offer to purchase or otherwise acquire Vail Shares or other securities of Vail, other than ordinary course purchases of Vail Shares made in the public markets and at then prevailing market price;

(iv)	adopt or propose a plan of liquidation or resolutions providing for the liquidation or dissolution of Vail;

(v)	merge Vail with any other Person, other than a wholly-owned Subsidiary of Vail;

(vi)	reduce the stated capital of the shares of Vail;

(vii)	materially change the business carried on by Vail and its Subsidiaries, taken as a whole;

(viii)	issue or agree to issue in any single transaction or series of related transactions that number of Vail Shares that would exceed 20% of the Vail Shares outstanding as at the date of this Agreement (not including the Consideration Shares or any Vail Shares issuable upon the exercise of Vail convertible securities outstanding as at the date of this Agreement); or

(ix)	take any action that would result in the need for Vail stockholder approval of the transactions contemplated by this Agreement; and

(c)	Vail shall not authorize, agree to, propose, enter into or modify any contract, agreement, commitment or arrangement, to do any of the matters prohibited by the other subsections of this Section 5.2 or resolve to do so.

(a)	at least five (5) Business Days prior to the Effective Date, incorporate and organize Callco under the laws of the Province of British Columbia;

(b)	create the Exchangeable Shares prior to the Effective Time in a manner reasonably acceptable to Whistler;

(c)	at the Effective Time, execute and deliver and cause Exchangeco and Callco to execute and deliver each of the Exchangeable Share Support Agreement and the Voting and Exchange Trust Agreement, as applicable;

(d)	apply for and use commercially reasonable efforts to obtain conditional approval of the listing and posting for trading on the TSX by the Effective Time of the Exchangeable Shares issuable pursuant to the Arrangement;

(e)	apply for and use commercially reasonable efforts to obtain conditional approval of the listing and posting for trading on the NYSE by the Effective Time of the Vail Shares issuable pursuant to the Arrangement;

(f)	apply for and use commercially reasonable efforts to obtain conditional approval of the listing and posting for trading on the NYSE of the Vail Shares issuable pursuant to the exchange or exercise of the Exchangeable Shares; and

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(g)

not take any action which could reasonably be expected to prevent the exchange of Whistler Shares for consideration that includes Exchangeable Shares under the Arrangement by Eligible Holders who make and file a valid tax election under subsection 85(1) or (2) of the Tax Act as described and on the terms set forth in the Plan of Arrangement from being treated as a tax-deferred transaction for purposes of the Tax Act if such holders are otherwise eligible for such treatment.

(a)

other than in connection with obtaining the Regulatory Approvals, which approvals shall be governed by the provisions of Section 5.8, it shall use its commercially reasonable efforts to, and shall cause its Subsidiaries to use all commercially reasonable efforts to, satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the Arrangement, including using its commercially reasonable efforts to promptly: (i) obtain all necessary waivers, consents and approvals required to be obtained by it from parties to Whistler Material Contracts or Vail Material Contracts, as the case may be; (ii) obtain all necessary and material Authorizations as are required to be obtained by it or any of its Subsidiaries under applicable Laws; (iii) fulfill all conditions and satisfy all provisions of this Agreement and the Arrangement, including delivery of the certificates of their respective officers contemplated by Sections 6.2(a), 6.2(b), 6.2(c), 6.3(a), 6.3(b) and 6.3(c); and (iv) co-operate with the other Party in connection with the performance by it and its Subsidiaries of their obligations hereunder;

(b)	it shall not take any action, shall refrain from taking any action, and shall not permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to, individually or in the aggregate, materially impede or materially delay the consummation of the Arrangement or the other transactions contemplated herein;

(c)

it shall use commercially reasonable efforts to: (A) defend all lawsuits or other legal, regulatory or other Proceedings against itself or any of its Subsidiaries challenging or affecting this Agreement or the consummation of the transactions contemplated hereby; (B) appeal, overturn or have lifted or rescinded any injunction or restraining order or other order, including Orders, relating to itself or any of its Subsidiaries which may materially adversely affect the ability of the Parties to consummate the Arrangement; and (C) appeal or overturn or otherwise have lifted or rendered non-applicable in respect of the Arrangement, any Law that makes consummation of the Arrangement illegal or otherwise prohibits or enjoins Whistler or Vail from consummating the Arrangement; and

(d)	it shall carry out the terms of the Interim Order and Final Order applicable to it and use commercially reasonable efforts to comply promptly with all requirements which applicable Laws may impose on it or its Subsidiaries or affiliates with respect to the transactions contemplated hereby.

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(a)	Each of Vail and Whistler shall, within fifteen (15) Business Days after the date of this Agreement, file their respective Part IX notification under the Competition Act in respect of the transactions contemplated by this Agreement.

(b)	Vail shall, as soon as reasonably possible, file an application for an Advance Ruling Certificate or No-Action Letter under the Competition Act in respect of the transactions contemplated by this Agreement.

(c)	Vail shall, within fifteen (15) Business Days after the date of this Agreement, file an application for review under the Investment Canada Act with the Investment Review Division of Innovation, Science and Economic Development Canada and the Cultural Sector Investment Review Division of Department of Canadian Heritage.

(d)	Each of Vail and Whistler shall file, as promptly as practicable after the date of this Agreement, any other filings or notifications under any other applicable federal, provincial, state or foreign Law required to obtain any Regulatory Approvals.

(e)	All filing fees (including any Taxes thereon) in respect of any filing made to any Governmental Entity in respect of any Regulatory Approvals shall be the sole responsibility of Vail.

(f)	With respect to obtaining the Regulatory Approvals, each of Vail and Whistler shall:

(i)	not extend or consent to any extension of any applicable waiting or review period or enter into any agreement with a Governmental Entity to not consummate the transactions contemplated by this Agreement, except upon the prior consent of the other Party;

(ii)

promptly notify the other Party of written or oral communications of any nature from a Governmental Entity relating to any Regulatory Approval and provide the other Party with copies thereof, except to the extent of competitively or commercially sensitive information in respect of any Regulatory Approval, which competitively sensitive and/or commercially sensitive information will be provided only to the external legal counsel or external expert of the other and shall not be shared by such counsel or expert with any other Person;

(iii)	subject to Sections 5.8(f)(ii), 5.8(f)(iv) and 5.8(f)(v), respond as promptly as reasonably possible to any inquiries or requests received from a Governmental Entity in respect of any Regulatory Approval;

(iv)

permit the other Party to review in advance any proposed written communications of any nature with a Governmental Entity in respect of any Regulatory Approval, and provide the other Party with final copies thereof except in respect of competitively or commercially sensitive information, which competitively and/or commercially sensitive information will be redacted from the draft written communications to be shared with the other Party pursuant to this Section 5.8(f)(iv) and will be provided (on an unredacted basis) only to the external legal counsel or external expert of the other and shall not be shared by such counsel or expert with any other Person; and

(v)	not participate in any meeting or discussion (whether in person, by phone or otherwise) with a Governmental Entity in respect of any Regulatory Approval unless it consults with the other Party in advance and gives the other Party the reasonable opportunity to attend and participate thereat (subject to Section 5.8(h)).

(g)	In order to permit and cause the Effective Time to occur as soon as possible and prior to the Outside Date, each of Vail and Whistler shall use its commercially reasonable efforts to, or cause to be done, all commercially

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(h)	Notwithstanding any other provision of this Agreement, Vail will use its commercially reasonable efforts to secure Investment Canada Act Approval. To the extent that Whistler attends or participates in any meeting or discussion in connection with obtaining the Investment Canada Act Approval, Whistler will co-operate with, and be supportive of, Vail in such meeting or discussion.

(i)

Notwithstanding any other provision of this Agreement, each of Vail and Whistler shall not, and shall cause their respective Subsidiaries not to, enter into, or agree to enter into, any agreement to acquire any Canadian ski resort (or any interest therein) (other than the acquisition of Whistler pursuant to this Agreement), whether directly or indirectly, after the date of this Agreement until the earlier of the termination of this Agreement or the Effective Date, that would be reasonably likely to (i) materially delay the obtaining of, or result in not obtaining, any Regulatory Approval necessary to be obtained prior to the Effective Date, (ii) materially increase the risk of any Governmental Entity undertaking a materially more significant or longer review of the transactions contemplated by this Agreement or entering an order prohibiting the consummation of the transactions contemplated by this Agreement, including the Arrangement, (iii) materially increase the risk of not being able to have vacated, lifted, reversed or overturned any such order on appeal or otherwise, or (iv) otherwise prevent or materially delay the consummation of the transactions contemplated by this Agreement, including the Arrangement; provided that, the foregoing shall not require any Party to waive any of the conditions set forth in Article 6.

(a)	Except as otherwise expressly provided in this Section 5.9, Whistler shall not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent of Whistler or any of its Subsidiaries (collectively, the “Representatives”):

(i)	solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing confidential information or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal;

(ii)

enter into, engage in, continue or otherwise participate in any discussions or negotiations with any Person (other than Vail and its Subsidiaries or affiliates) in respect of any inquiry, proposal or offer that constitutes or may reasonably be expected to lead to an Acquisition Proposal, it being acknowledged and agreed that, provided Whistler is then in compliance with its obligations under this Section 5.9, Whistler may (a) advise a Person who has submitted a written Acquisition Proposal of the restrictions in this Agreement, or (b) advise a Person who has submitted a written Acquisition Proposal that their Acquisition Proposal does not constitute a Superior Proposal;

(iii)

approve or recommend, or publicly propose to approve or recommend, or take no position or remain neutral with respect to, any publicly announced Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal for a period of no more than seven (7) Business Days following the public announcement of such Acquisition Proposal will not be considered to be in violation of this Section 5.9(a)(iii) provided the Whistler Board has rejected such Acquisition Proposal and affirmed the Whistler Board Recommendation by press release before the end of such seven (7) Business Day period (or in the event that the Shareholder Meeting is scheduled to occur within such seven (7) Business Day period, prior to the third (3rd) Business Day prior to the date of the Shareholder Meeting) and further provided that Whistler shall provide Vail and its outside legal counsel with a reasonable opportunity to review the form and content of any such press release and shall make all reasonable amendments to such press release as requested by Vail and its counsel;

(iv)	accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking relating to any Acquisition Proposal (other than a confidentiality agreement pursuant to Section 5.9(e)); or

(v)	make a Whistler Change in Recommendation.

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(b)

Whistler shall, and shall cause its Subsidiaries and Representatives to, immediately cease any existing solicitation, discussions, negotiations or other activities commenced prior to the date of this Agreement with any Person (other than Vail and its Subsidiaries or affiliates) conducted by Whistler or any of its Subsidiaries or Representatives with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, and, in connection therewith, Whistler will discontinue access to and disclosure of its and its Subsidiaries’ confidential information (and not allow access to or disclosure of any such confidential information, or any data room, virtual or otherwise) and shall as soon as possible request, and exercise all rights it has (or cause its Subsidiaries to exercise any rights that they have) to require the return or destruction of all confidential information regarding Whistler and its Subsidiaries previously provided in connection therewith to any Person other than Vail to the extent such information has not already been returned or destroyed.

(c)

Whistler represents and warrants as of the date of this Agreement that neither Whistler nor any of its Subsidiaries has waived any standstill, confidentiality, non-disclosure, business purpose, use or similar agreement or restriction to which Whistler or any of its Subsidiaries is a Party, except to permit submissions of expressions of interest prior to the date of this Agreement. Subject to Section 5.9(e), Whistler covenants and agrees that (i) Whistler shall use commercially reasonable efforts to enforce each standstill, confidentiality, non-disclosure, business purpose, use or similar agreement or restriction to which Whistler or any of its Subsidiaries is a party, and (ii) neither Whistler nor any of its Subsidiaries nor any of their respective Representatives have released or will, without the prior written consent of Vail (which may be withheld or delayed in Vail’s sole and absolute discretion), release any Person from, or waive, amend, suspend or otherwise modify such Person’s obligations respecting Whistler, or any of its Subsidiaries, under any standstill, confidentiality, non-disclosure, business purpose, use or similar agreement or restriction to which Whistler or any of its Subsidiary is a party; provided, however, that the Parties acknowledge and agree that the automatic termination or release of any such standstill, confidentiality, non-disclosure, business purpose, use or similar agreement or restriction in accordance with its terms shall not be a breach of this Section 5.9(c).

(d)

Whistler shall as soon as practicable, and in any event, within 24 hours, notify Vail (orally at first and then in writing) if it receives or otherwise becomes aware of any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, of such Acquisition Proposal, inquiry, proposal or offer, including the identity of the Person making such Acquisition Proposal, inquiry, proposal or offer and the material terms and conditions thereof and copies of all material or substantive documents received in respect of, from or on behalf of any such Person. Whistler shall keep Vail promptly and fully informed of the status of developments and discussions and negotiations with respect to such Acquisition Proposal, inquiry, proposal or offer, including any material changes, modifications or other amendments thereto.

(e)

Notwithstanding any other provision of this Agreement or any standstill, confidentiality, non-disclosure, business purpose, use or similar agreement or restriction between Whistler and any other Person, if at any time following the date of this Agreement and prior to the Whistler Shareholder Approval having been obtained, Whistler receives a request for material non-public information, or to enter into discussions, from a Person that proposes to Whistler an unsolicited bona fide written Acquisition Proposal that did not result from a breach of this Section 5.9 (and which has not been withdrawn) and the Whistler Board determines, in good faith after consultation with its outside financial and legal advisors, that such Acquisition Proposal constitutes or could reasonably be expected to constitute or lead to a Superior Proposal (disregarding, for the purposes of such determination, any due diligence access condition to which such Acquisition Proposal is subject), then, and only in such case, Whistler may:

(i)	provide the Person making such Acquisition Proposal with, or access to, information regarding Whistler and its Subsidiaries, but only to the extent that Vail had previously been, or is concurrently, provided with, or access to, the same information; and/or

(ii)

enter into, participate in, facilitate and maintain discussions or negotiations with, and otherwise cooperate with or assist, the Person making such Acquisition Proposal, regardless of whether such Person was restricted from making such Acquisition Proposal pursuant to an existing standstill, confidentiality, non-disclosure, business purpose, use or similar restriction and regardless of the covenants in Section 5.9(c),

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(iii)	Whistler has entered into a confidentiality agreement on terms no less favourable in aggregate to Whistler than the Confidentiality Agreement; and

(iv)	Whistler has been, and continues to be, in compliance in all material respects with this Section 5.9.

(f)	Whistler shall not accept, approve or enter into any agreement, understanding or arrangement with respect to an Acquisition Proposal (a “Proposed Agreement”), other than a confidentiality agreement as contemplated by Section 5.9(e)(iii), unless:

(i)	the Whistler Board determines that the Acquisition Proposal constitutes a Superior Proposal;

(ii)	the Whistler Shareholder Approval has not been obtained;

(iii)	Whistler has been, and continues to be, in compliance in all material respects with this Section 5.9;

(iv)	Whistler has provided Vail with a notice in writing that there is a Superior Proposal together with all documentation related to and detailing the Superior Proposal, including a copy of any Proposed Agreement relating to such Superior Proposal;

(v)

five (5) Business Days (the “Response Period”) shall have elapsed from the date Vail received the notice and documentation referred to in Section 5.9(f)(iv) from Whistler and, if Vail has proposed to amend the terms of the Arrangement in accordance with Section 5.9(g), the Whistler Board shall have determined, in good faith, after consultation with its outside financial and legal advisors, that the Acquisition Proposal is a Superior Proposal compared to the proposed amendment to the terms of the Arrangement by Vail;

(vi)	prior to entering into such definitive agreement, understanding or arrangement Whistler terminates this Agreement in accordance with Section 7.2(a)(iv)(B) and concurrently pays to Vail the amount required to be paid pursuant to Section 7.3; and

(vii)	Whistler enters into a definitive agreement, understanding or arrangement with respect to such Acquisition Proposal within five (5) Business Days after the expiry of the Response Period.

(g)

Whistler acknowledges and agrees that, during the Response Period or such longer period as Whistler may approve for such purpose, Vail shall have the opportunity, but not the obligation, to propose to amend the terms of this Agreement, including an increase in, or modification of, the Consideration. The Whistler Board will review any such proposal to determine in good faith whether Vail’s proposal to amend the Agreement would result in the Acquisition Proposal ceasing to be a Superior Proposal. If the Whistler Board determines that the Acquisition Proposal is not a Superior Proposal as compared to the proposed amendments to the terms of the Agreement, it will promptly advise Vail and enter into an amended agreement with Vail reflecting such proposed amendments. Each successive modification of any Acquisition Proposal shall constitute a new Acquisition Proposal for the purposes of this Section 5.9 and Vail shall be afforded a new Response Period in respect of each such Acquisition Proposal from the date on which Vail received the notice and documentation referred to in Section 5.9(f)(iv) in respect of such new Superior Proposal from Whistler.

(h)

In circumstances where Whistler provides Vail with notice of a Superior Proposal and all documentation contemplated by Section 5.9(f)(iv) on a date that is less than seven (7) Business Days prior to the Shareholder Meeting, Whistler may, or if and as requested by Vail, Whistler shall, either proceed with or postpone the Shareholder Meeting to a date that is not more than seven (7) Business Days after the scheduled date of such Shareholder Meeting, as directed by Vail, provided, however, that the Shareholder Meeting shall not be adjourned or postponed to a date later than the seventh (7th) Business Day prior to the Outside Date.

(i)

Nothing in this Agreement shall prohibit the Whistler Board from making a Whistler Change in Recommendation or from making any other disclosure to any securityholders prior to the Whistler Shareholder Approval having been obtained, if, in the good faith judgment of the Whistler Board, after consultation with outside legal counsel, failure to take such action would be inconsistent with the Whistler Board’s exercise of its fiduciary duties or such action is otherwise required under applicable Law (including by responding to an Acquisition Proposal under a directors’ circular or otherwise as required under applicable Securities Laws); provided that:

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(i)	no Whistler Change in Recommendation may be made in relation to an Acquisition Proposal unless the requirements of Section 5.9(f)(i)- 5.9(f)(v), inclusive, have been satisfied; and

(ii)	prior to making a Whistler Change in Recommendation, Whistler shall give to Vail not less than 48 hours’ notice of its intention to make such a Whistler Change in Recommendation.

(j)	Without limiting the generality of the foregoing, Whistler shall advise its Subsidiaries and its Representatives of the prohibitions set out in this Section 5.9 and any violation of the restrictions set forth in this Section 5.9 by Whistler, its Subsidiaries or Representatives is deemed to be a breach of this Section 5.9 by Whistler.

(a)

From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, subject to compliance with applicable Laws, Whistler shall, and shall cause its Representatives to, afford to Vail and its representatives such access as Vail may reasonably require at all reasonable times, including, for the purpose of facilitating integration business planning, to its officers, employees, agents, properties, books, records and contracts, and shall furnish Vail with all data and information as Vail may reasonably request.

(b)	Vail and Whistler acknowledge and agree that information furnished pursuant to this Section 5.10 shall be subject to the terms and conditions of the Confidentiality Agreement. Any such investigation by Vail and its representatives shall not mitigate, diminish or affect the representations and warranties of Whistler contained in this Agreement or any document or certificate given pursuant hereto.

(a)

Vail covenants and agrees that, from and after the Effective Time, Vail will cause Whistler, and any successor to Whistler, to agree to honour, perform or cause to be performed all existing employment, indemnification, retention and change of control agreements and other compensation and employment and severance obligations of Whistler and all arrangements for the benefit of the officers or employees of Whistler party thereto, to the extent disclosed in the Data Room, and will cause Whistler to make payment of amounts payable under any employment and retention agreements and incentive and deferred compensation plans or arrangements (including, without limitation, Whistler’s short term incentive plan), to the extent disclosed in the Data Room, that are not paid out at the Effective Time pursuant to the Plan of Arrangement or otherwise, provided that nothing in this Section 5.11(a) shall give any employee or officer any right to continued employment or impair in any way the right of Whistler to terminate the employment of any employee or officer.

(a)

Prior to the Effective Time, Whistler shall purchase customary “tail” policies of directors’ and officers’ liability insurance from a reputable and financially sound insurance carrier and containing terms and conditions no less favourable in the aggregate to the protection provided by the policies maintained by Whistler and its Subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Time and Whistler will, and will cause its Subsidiaries to, maintain such tail policies in effect without any reduction in scope or coverage for six years from the Effective Time; provided, that Whistler and its Subsidiaries shall not be required to pay any amounts in respect of such coverage prior to the Effective Time and provided further that the cost of such policies shall not exceed 300% of Whistler’s current annual aggregate premium for policies currently maintained by Whistler or its Subsidiaries.

(b)

Whistler will, and will cause its Subsidiaries to, honour all rights to indemnification or exculpation now existing in favour of present and former employees, officers and directors of Whistler and its Subsidiaries under Law and, to the extent that they are disclosed in the Whistler Disclosure Letter, under the articles or other constating documents of Whistler and/or its Subsidiaries or under any agreement or contract of any indemnified person with Whistler or with any of its Subsidiaries, and acknowledges that such rights shall survive the completion of the Plan of Arrangement, and, to the extent within the control of Whistler, Whistler shall ensure that the same shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right

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(c)	From and following the Effective Time, Vail will cause Whistler to comply with its obligations under Section 5.12(a) and Section 5.12(b).

(d)

If Whistler or Vail or any of their successors or assigns shall (i) amalgamate, consolidate with or merge or wind-up into any other person and shall not be the continuing or surviving corporation or entity; or (ii) transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns and transferees of Whistler or Vail, as the case may be, shall assume all of the obligations of Whistler or Vail, as applicable, set forth in this Section 5.12.

(e)

The provisions of this Section 5.12 are intended for the benefit of, and shall be enforceable by, each insured or indemnified Person, his or her heirs and his or her legal representatives and, for such purpose, Whistler hereby confirms that it is acting as trustee on their behalf, and agrees to enforce the provisions of this Section 5.12 on their behalf. Furthermore, this Section 5.12 shall survive the termination of this Agreement as a result of the occurrence of the Effective Date for a period of six years.

(a)

Subject to Section 5.14(b), Whistler agrees that, upon request of Vail, Whistler shall (i) perform such reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as Vail may request prior to the Effective Date, acting reasonably (each a “Pre-Acquisition Reorganization”), and the Plan of Arrangement, if required, shall be modified accordingly and (ii) cooperate with Vail and its advisors to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken.

(b)	Whistler and its Subsidiaries will not be obligated to participate in any Pre-Acquisition Reorganization under Section 5.12(a) unless such Pre-Acquisition Reorganization in the opinion of Whistler acting reasonably:

(i)	can be completed immediately prior to the Effective Date, and can be unwound in the event the Arrangement is not consummated without adversely affecting Whistler in any material manner;

(ii)

is not prejudicial to Whistler or to Whistler Shareholders, as a whole, in any material respect and cannot reasonably be expected to result in any taxes being imposed on, or any adverse tax or other consequences to any Whistler Shareholders incrementally greater than the taxes or other consequences to such party in connection with the consummation of the Arrangement in the absence of any Pre-Acquisition Reorganization;

(iii)	does not require Whistler to contravene any applicable Laws, or its organization documents; and

(iv)	does not impair the ability of Whistler to consummate, and will not materially delay the consummation of, the Arrangement or the making of any Superior Proposal by any other person.

(c)

Vail must provide written notice to Whistler of any proposed Pre-Acquisition Reorganization in reasonable written detail at least ten (10) Business Days prior to the Effective Date. Upon receipt of such notice, Whistler and Vail shall work cooperatively and use their best efforts to prepare prior to the Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement and shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior

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(d)

Vail agrees that it will be responsible for all reasonable costs and expenses associated with any Pre-Acquisition Reorganization to be carried out at its request and shall indemnify and save harmless Whistler and its Subsidiaries and their respective Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of any such Pre-Acquisition Reorganization (including in respect of any reversal, modification or termination of a Pre-Acquisition Reorganization) and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation or warranty of Whistler under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract). If the Arrangement is not completed, Vail shall reimburse Whistler forthwith for all reasonable fees and expenses (including any professional fees and expenses and taxes) incurred by Whistler in considering or effecting all or any part of the Pre-Acquisition Reorganization and shall be responsible for any fees, expenses and costs (including professional fees and expenses and taxes) of Whistler in reversing or unwinding any Pre-Acquisition Reorganization that was effected prior to the Effective Date.

(a)

furnishing Vail and the proposed lenders, as promptly as reasonably practicable, with such financial and other reasonably required information regarding Whistler and its Subsidiaries (information required to be delivered under this clause (a) being referred to as the “Required Information”), provided that competitively sensitive information may be provided only to external counsel of Vail or the proposed lender;

(b)	using its commercially reasonable efforts to facilitate the pledging of collateral in connection with the Financing (subject to the occurrence of the Effective Time) including facilitating the execution and delivery of any customary collateral documents and other customary certificates and documents as may reasonably be requested by Vail;

(c)	assisting Vail and the proposed lenders in the preparation of bank information memoranda and other marketing and rating agency materials for the Financing;

(d)	cooperating with Vail to obtain customary corporate and facilities ratings including for Whistler and the Financing; and

(e)	obtaining customary payoff letters, redemption notices, releases of Liens and instruments of termination or discharge,

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(a)	the Arrangement Resolution shall have been approved and adopted by Whistler Shareholders at the Shareholder Meeting in accordance with the Interim Order;

(b)	the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement and in form and substance acceptable to each of Vail and Whistler, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to either Whistler or Vail, each acting reasonably, on appeal or otherwise;

(c)	no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Order or Law which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement;

(d)	the receipt of all Regulatory Approvals;

(e)	the Vail Shares to be issued pursuant to the Arrangement or upon the exchange of Exchangeable Shares shall, subject to customary conditions, have been approved for listing on the NYSE;

(f)	the Exchangeable Shares to be issued pursuant to the Agreement shall, subject to customary conditions, have been approved for listing on the TSX; and

(g)	the Vail Shares and the Exchangeable Shares to be issued pursuant to the Arrangement shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof.

(a)

the representations and warranties of Whistler set forth in: (i) sections (a) [Organization and Qualification] and (b) [Authority Relative to this Agreement] of Schedule 3.1 shall be true and correct in all respects as of the Effective Time as if made as at and as of such time; (ii) the representations and warranties of Whistler set forth in section (d)(i) [Subsidiaries] and (g) [Capitalization and Listing] of Schedule 3.1 shall be true and correct in all respects (except for de minimis inaccuracies) as of the date of this Agreement; and (iii) all other representations and warranties of Whistler set forth in this Agreement shall be true and correct in all respects (disregarding for purposes of this Section 6.2(a) any materiality or Whistler Material Adverse Effect qualification contained in any such representation or warranty) as of the Effective Time as if made at and as of such time (except that any such representation and warranty that by its terms speaks specifically as of the date of this Agreement or another date shall be true and correct in all respects as of such date), except in the case of this clause (iii) where the failure to be so true and correct in all respects, individually and in the aggregate, has not had a Whistler Material Adverse Effect, and Whistler shall have provided to Vail and Exchangeco a certificate of two senior officers of Whistler certifying (on Whistler’s behalf and without personal liability) the foregoing dated the Effective Date;

(b)	Whistler shall have complied in all material respects with its covenants herein and Whistler shall have provided to Vail and Exchangeco a certificate of two senior officers of Whistler certifying (on Whistler’s behalf and without personal liability) compliance with such covenants dated the Effective Date;

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(c)	since the date of this Agreement, there shall not have occurred, or have been disclosed to the public (if previously undisclosed to the public), a Whistler Material Adverse Effect and Whistler shall have provided to Vail and Exchangeco a certificate of two senior officers of Whistler to that effect (on Whistler’s behalf and without personal liability); and

(e)	Dissent Rights have not been exercised (or, if exercised, remain unwithdrawn) with respect to more than 10% of the issued and outstanding Whistler Shares.

(a)

the representations and warranties of Vail set forth in (i) sections (a) [Organization and Qualification] and (b) [Authority Relative to this Agreement] of Schedule 4.1, shall be true and correct in all respects as of the Effective Time as if made as at and as of such time; (ii) the representations and warranties of Vail set forth in section (f) of Schedule 4.1 [Capitalization and Listing] shall be true and correct in all respects (except for de minimis inaccuracies) as of the date of this Agreement; and (iii) all other representations and warranties of Vail set forth in this Agreement shall be true and correct in all respects (disregarding for purposes of this Section 6.3(a) any materiality or Vail Material Adverse Effect qualification contained in any such representation or warranty) as of the Effective Time as if made at and as of such time (except that any such representation and warranty that by its terms speaks specifically as of the date of this Agreement or another date shall be true and correct in all respects as of such date), except in the case of this clause (iii) where the failure to be so true and correct in all respects, individually and in the aggregate, has not had a Vail Material Adverse Effect, and Vail shall have provided to Whistler a certificate of two senior officers of Vail certifying (on Vail’s behalf and without personal liability) the foregoing dated the Effective Date;

(b)	each of Vail and Exchangeco shall have complied in all respects with its covenants in Section 2.11 [Payment of Consideration] and in all material respects with its other covenants herein and Vail shall have provided to Whistler a certificate of two senior officers of Vail certifying (on Vail’s behalf and without personal liability) compliance with such covenants dated the Effective Date; and

(c)	since the date of this Agreement, there shall not have occurred, or have been disclosed to the public (if previously undisclosed to the public) any Vail Material Adverse Effect, and Vail shall have provided to Whistler a certificate of two senior officers of Vail to that effect (on Vail’s behalf and without personal liability).

(a)	cause any of the representations or warranties of either Party contained herein to be untrue, misleading or inaccurate in any material respect on the date hereof or at the Effective Date; or

(b)	result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either Party prior to or at the Effective Date.

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(a)	This Agreement may be terminated at any time prior to the Effective Time:

(i)	by mutual written agreement of Whistler and Vail;

(ii)	by either Whistler or Vail, if:

(A)

the Effective Time shall not have occurred on or before the Outside Date, except that the right to terminate this Agreement under this Section 7.2(a)(ii)(A) shall not be available to any Party whose failure to fulfill any of its obligations or breach of any of its representations and warranties under this Agreement has been the cause of, or resulted in, the failure of the Effective Time to occur by such Outside Date;

(B)

after the date hereof, there shall be enacted or made any applicable Law or Order that makes consummation of the Arrangement illegal or otherwise prohibits or enjoins Whistler or Vail from consummating the Arrangement and such Law, Order or enjoinment shall have become final and non-appealable provided the Party seeking to terminate this Agreement under this Section 7.2(a)(ii)(B) has complied with Section 5.5(c); or

(C)	the Whistler Shareholder Approval shall not have been obtained at the Shareholder Meeting.

(iii)	by Vail, if:

(A)

prior to the Effective Time: (1) the Whistler Board or any committee thereof: (i) fails to recommend or withdraws, amends, modifies or qualifies, in a manner adverse to Vail or fails to publicly reaffirm (without qualification) the Whistler Board Recommendation, or its recommendation of the Arrangement within five (5) Business Days (and in any case prior to the Shareholder Meeting) after having been requested in writing by Vail to do so (acting reasonably), or (ii) accepts, approves, endorses or recommends an Acquisition Proposal (or publicly proposes to do so), or (iii) takes no position or a neutral position with respect to an Acquisition Proposal for more than seven (7) Business Days after the public announcement of such Acquisition Proposal; or (2) the Whistler Board or a committee thereof shall have resolved or proposed to take any of the foregoing actions ((1) or (2) each a “Whistler Change in Recommendation”) or (3) Whistler shall have breached Section 5.9 in any material respect;

(B)	a breach of any representation or warranty or failure to perform any covenant or agreement on the part of Whistler set forth in this Agreement shall have occurred that would cause the conditions set forth in Section 6.2(a) or Section 6.2(b) not to be satisfied, and such conditions are incapable of being satisfied by the Outside Date, as reasonably determined by Vail and

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(C)	any event occurs as a result of which the condition set forth in Section 6.2(c) is not capable of being satisfied by the Outside Date.

(iv)	by Whistler, if

(A)

a breach of any representation or warranty or failure to perform any covenant or agreement on the part of Vail or Exchangeco set forth in this Agreement shall have occurred that would cause the conditions set forth in Section 6.3(a) or Section 6.3(b) not to be satisfied, and such conditions are incapable of being satisfied by the Outside Date as reasonably determined by Whistler and provided that Whistler is not then in breach of this Agreement so as to cause any condition in Section 6.2(a) or Section 6.2(b) not to be satisfied;

(B)

prior to obtaining the Whistler Shareholder Approval, it wishes to enter into a binding written agreement with respect to a Superior Proposal (other than a confidentiality agreement permitted by Section 5.9(e)), subject to compliance with Section 5.9 in all material respects and provided that no termination under this Section 7.2(a)(iv)(B) shall be effective unless and until Whistler shall have paid to Vail the amount required to be paid pursuant to Section 7.3; or

(C)	any event occurs as a result of which the condition set forth in Section 6.3(c) is not capable of being satisfied by the Outside Date.

(b)

The Party desiring to terminate this Agreement pursuant to this Section 7.2 (other than pursuant to Section 7.2(a)(i) and other than pursuant to Section 7.2(a)(ii)(B), Section 7.2(a)(iii)(B), Section 7.2(a)(iii)(C), Section 7.2(a)(iv)(A) or Section 7.2(a)(iv)(C), in respect of which the notice provisions of Section 6.5 shall apply) shall give written notice of such termination to the other Party, specifying in reasonable detail the basis for such Party’s exercise of its termination right.

(c)

If this Agreement is terminated pursuant to Section 7.1 or Section 7.2, this Agreement shall become void and be of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party hereto, except that: (i) in the event of termination under Section 7.1 as a result of the Effective Time occurring, the provisions of this Section 7.2(c) and Sections 5.11, 5.12, 5.13, 8.2 and 8.9 and all related definitions set forth in Section 1.1 shall survive for a period of six years thereafter; (ii) in the event of termination under Section 7.2, the provisions of this Section 7.2(c) and Sections 5.10(b), 7.3, and 8.2, 8.3, 8.5, 8.6 and 8.8 and all related definitions set forth in Section 1.1 and the provisions of the Confidentiality Agreement shall survive any termination hereof pursuant to Section 7.2; and (iii) neither Party shall be relieved or released from any liabilities or damages arising out of its wilful or material breach of any provision of this Agreement.

(a)	Except as otherwise provided herein, all fees, costs and expenses incurred in connection with this Agreement and the Plan of Arrangement shall be paid by the Party incurring such fees, costs or expenses.

(b)	For the purposes of this Agreement:

(i)	“Fee” means either a Vail Termination Fee or Whistler Termination Fee;

(ii)	“Vail Termination Fee” means $60,000,000;

(iii)	“Whistler Termination Fee” means an amount equal to $45,000,000.

(c)	For the purposes of this Agreement, “Whistler Termination Fee Event” means the termination of this Agreement:

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(i)	by Vail pursuant to Section 7.2(a)(iii)(A) (1) or (2) [Whistler Change in Recommendation] (but not including a termination by Vail pursuant to Section 7.2(a)(iii)(A) in circumstances where the Whistler Change in Recommendation resulted from the occurrence of a Vail Material Adverse Effect); or

(ii)	by Whistler pursuant to Section 7.2(a)(iv)(B) [Superior Proposal]; or

(iii)

by either Party pursuant to Section 7.2(a)(ii)(A) [Effective Time Not Occurring Prior to Outside Date] or 7.2(a)(ii)(C) [Failure to Obtain the Whistler Shareholder Approval] or by Vail pursuant to Section 7.2(a)(iii)(A)(3) [Breach of Non-solicitation] or Section 7.2(a)(iii)(B) [Breach of Representations, Warranties or Covenants], but only if, in these termination events, (x) prior to such termination, a bona fide Acquisition Proposal for Whistler shall have been made or publicly announced by any Person other than Vail and (y) within twelve (12) months following the date of such termination, (A) Whistler or one or more of its Subsidiaries enters into a definitive agreement in respect of an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in paragraph (x) above) and such Acquisition Proposal is later consummated (whether or not within twelve months after such termination) or (B) an Acquisition Proposal shall have been consummated (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in paragraph (x) above), provided that for purposes of this Section 7.3(c)(iii), the term “Acquisition Proposal” shall have the meaning ascribed to such term in Section 1.1 except that a reference to “20 per cent” therein shall be deemed to be a reference to “50 per cent”.

(A)	if the Whistler Termination Fee is payable pursuant to Section 7.3(c)(i), the Whistler Termination Fee shall be payable within two (2) Business Days following such termination;

(B)	if the Whistler Termination Fee is payable pursuant to Section 7.3(c)(ii), the Whistler Termination Fee shall be payable concurrently with such termination; or

(C)	if the Whistler Termination Fee is payable pursuant to Section 7.3(c)(iii), the Whistler Termination Fee shall be payable concurrently upon the consummation of the Acquisition Proposal referred to therein.

(d)	For the purposes of this Agreement, “Vail Termination Fee Event” means the termination of this Agreement by:

(i)

either Party pursuant to Section 7.2(a)(ii)(A) [Effective Time Not Occurring Prior to Outside Date] if all of the conditions set forth in Sections 6.1 and 6.2 have been satisfied or waived by Vail, other than the condition in Section 6.1(c), only if the applicable Law or Order, as the case may be, is pursuant to or related to the Investment Canada Act, or the condition in Section 6.1(d), due to the failure to obtain Investment Canada Act Approval, and other than those conditions that by their terms are to be satisfied at the Effective Time and that are capable of being satisfied;

(ii)	Vail pursuant to Section 7.2(a)(ii)(B) [Law or Order Prohibiting Arrangement], only if the applicable Law or Order, as the case may be, is pursuant to or related to the Investment Canada Act; or

(iii)

Whistler pursuant to Section 7.2(a)(ii)(B) [Law or Order Prohibiting Arrangement] if all of the conditions set forth in Sections 6.1 and 6.2 have been satisfied or waived by Vail, other than the condition in Section 6.1(c), only if the applicable Law or Order, as the case may be, is pursuant to or related to the Investment Canada Act, or the condition in Section 6.1(d) due to the failure to obtain Investment Canada Act Approval, and other than those conditions that by their terms are to be satisfied at the Effective Time and that are capable of being satisfied.

(e)

Each Party acknowledges that all of the payment amounts set out in this Section 7.3 are payments of liquidated damages which are a genuine pre-estimate of the damages, which the Party entitled to such damages will suffer or incur as a result of the event giving rise to such payment and the resultant termination of this Agreement and are not penalties. Each of Whistler and Vail irrevocably waives any right it may have to raise as a defence that

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(a)	change the time for performance of any of the obligations or acts of the Parties;

(b)	waive any inaccuracies or modify any representation or warranty contained herein or in any document delivered pursuant hereto;

(c)	waive compliance with or modify any of the covenants herein contained and waive or modify performance of any of the obligations of the Parties; and/or

(d)	waive compliance with or modify any mutual conditions precedent herein contained.

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(a)

The provisions of Section 5.12 are: (i) intended for the benefit of all present and former directors and officers of Whistler and its Subsidiaries, as and to the extent applicable in accordance with their terms, and shall be enforceable by each of such Persons and his or her heirs, executors administrators and other legal representatives (collectively, the “Third Party Beneficiaries”) and Whistler shall hold the rights and benefits of Section 5.12 in trust for and on behalf of the Third Party Beneficiaries and Whistler hereby accepts such trust and agrees to hold the benefit of and enforce performance of such covenants on behalf of the Third Party Beneficiaries; and (ii) in addition to, and not in substitution for, any other rights that the Third Party Beneficiaries may have by contract or otherwise. Except as provided in this Section 8.9, this Agreement shall not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns.

(b)

Notwithstanding anything to the contrary set forth herein, Whistler, its equityholders and their respective subsidiaries, affiliates, directors, officers, employees, agents, partners, managers, members or stockholders shall not have any rights or claims against any of the commercial banks, investment banks or other financial institutions providing financing to Vail in connection with the transactions contemplated by this Agreement (each a “Debt Financing Party”) in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the performance of any financing commitments of such Debt Financing Party with respect to the transactions contemplated hereby, whether at law or equity, in contract, in tort or otherwise. No Debt Financing Party shall have any liability (whether in contract, in tort or otherwise) to Whistler, its equityholders and their respective subsidiaries, affiliates, directors, officers, employees, agents, partners, managers, members or stockholders for any obligations or liabilities of any party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby, including any dispute arising out of or relating in any way to the performance of any financing commitments. Without limiting the foregoing, it is agreed that any claims or causes of action brought against any Debt Financing Party in its capacity as such will not be brought in any forum other than the federal and New York State courts located in the Borough of Manhattan within the City of New York and shall be governed by the law of the State of New York. It is further agreed that the Debt Financing Parties are intended third-party beneficiaries of, and shall be entitled to the protections of this provision and Section 8.8. Whistler acknowledges and agrees that none of Whistler, its equityholders and their respective subsidiaries, affiliates, directors, officers, employees, agents, partners, managers, members or stockholders are third-party beneficiaries of the financing commitment papers provided by the Debt Financing Parties to Vail. No Debt Financing Party shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature in any way relating to this Agreement or any of the transactions contemplated by this Agreement.

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(a)

at the Effective Time, each Whistler RSU having a grant date of January 31, 2013 outstanding immediately prior to the Effective Time shall, and shall be deemed to, vest with respect to such number of Whistler Shares as is equal to one half of the number of Retention Shares (as defined in the agreement for such Whistler RSU) that would have vested if "Target" (as defined in the agreement for such Whistler RSU) was achieved in the Retention Fiscal Year (as defined in the relevant agreement for such Whistler RSU), and Whistler shall issue to the holder of such Whistler RSU such number of Whistler Shares in settlement of such Whistler RSU, the holder of such Whistler RSU shall be and shall be deemed to be the holder of such number of Whistler Shares, and the central securities register of Whistler shall be, and shall be deemed to be, revised accordingly, but the holder of such Whistler RSU shall not be entitled to a certificate or other document representing the Whistler Shares so issued (for greater certainty, for the purposes of this Section 3.1(a), a Whistler RSU is only outstanding after September 30, 2016 to the extent that the Retention Shares vested under the terms of such Whistler RSU on September 30, 2016 but the Whistler Shares in respect thereof have not been issued prior to the Effective Time);

(b)

concurrently with the preceding step, each Whistler Performance Award outstanding immediately prior to the Effective Time shall, and shall be deemed to, vest with respect to such number of Whistler Shares as is equal to its Whistler Performance Award Vesting Number, and Whistler shall issue to the holder of such Whistler Performance Award in settlement of such Whistler Performance Award such number of Whistler Shares, the holder of such Whistler Performance Award shall be and shall be deemed to be the holder of such number of Whistler Shares, and the central securities register of Whistler shall be, and shall be deemed to be, revised accordingly, but the holder of such Whistler Performance Award shall not be entitled to a certificate or other document representing the Whistler Shares so issued;

(c)

concurrently with the preceding step, each Whistler Option outstanding immediately prior to the Effective Time shall be, and shall be deemed to be, fully vested and surrendered and transferred to Whistler in consideration for the issuance by Whistler of that number of Whistler Shares ("Net Surrender Shares") equal to, rounded down to the nearest whole share, (i) the number of Whistler Shares subject to such Whistler Option immediately prior to the Effective Time minus (ii) the number of whole and partial (computed to the nearest four decimal places) Whistler Shares that, when multiplied by the Fair Market Value of a Whistler Share is equal to the aggregate exercise price of such Whistler Option, and the holder of such Whistler Option shall be and shall be deemed to be the holder of such number of Net Surrender Shares and the central securities register of Whistler shall be, and shall be deemed to be, revised accordingly, but the holder of such Whistler Option shall not be entitled to a certificate or other document representing the Net Surrender Shares so issued;

(d)	immediately following the preceding step, all outstanding Whistler Options, Whistler RSUs and Whistler Performance Awards shall, and shall be deemed to be, terminated (and all rights thereunder shall expire) and be of no further force or effect;

(e)	immediately following the preceding step, each Dissent Share shall be deemed to be transferred and assigned by such Dissenting Shareholder, without any further act of formality on its part, to Exchangeco (free and clear of any Liens) in accordance with, and for the consideration contemplated in, Article 4 and:

(i)	the registered holder thereof shall cease to be, and shall be deemed to cease to be, the registered holder of each such Dissent Share and the name of such registered holder shall be, and shall be deemed to be, removed from the register of Whistler Shareholders in respect of each such Dissent Share, and at such time each Dissenting Shareholder will have the rights set out in Section 4.1;

(ii)	the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign each such Dissent Share; and

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(iii)	Exchangeco shall be and shall be deemed to be the holder of all of the outstanding Dissent Shares and the central securities register of Whistler shall be, and shall be deemed to be, revised accordingly;

(f)

immediately following the preceding step, each Whistler Share (other than any Whistler Share held by Vail, Exchangeco or any of their respective Affiliates and any Dissent Share) shall be transferred and assigned, without any further act or formality on its part, to Exchangeco (free and clear of any liens, charges and encumbrances of any nature whatsoever) in exchange for the Consideration, in each case in accordance with the election or deemed election of such Whistler Shareholder pursuant to Section 3.2, subject to Section 3.4 and Section 3.5, and

(i)	the registered holder thereof shall cease to be, and shall be deemed to cease to be, the registered holder of each such Whistler Share and the name of such registered holder shall be, and shall be deemed to be, removed from the register of Whistler Shareholders;

(ii)	the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign each such Whistler Share; and

(iii)	Exchangeco shall be and shall be deemed to be the holder of all of the outstanding Whistler Shares and the central securities register of Whistler shall be, and shall be deemed to be, revised accordingly;

(g)	concurrently with the preceding step, (i) Vail, Callco and Exchangeco shall execute the Exchangeable Share Support Agreement, and (ii) Vail, Exchangeco and the Trustee shall execute the Voting and Exchange Trust Agreement; and

(h)	at any time after the completion of the share exchange set out in Section 3.1(f), as promptly as possible after all conditions therefor have been met, Whistler shall file the prescribed form of election under the Tax Act with the Canada Revenue Agency electing to cease being a public corporation for the purposes of the Tax Act,

(a)	each Whistler Shareholder who is an Eligible Holder may elect to receive the Consideration Shares to which he, she or it is entitled in the form of Vail Shares or Exchangeable Shares;

(b)

the election provided for in Section 3.2(a) shall be made by a Whistler Shareholder by depositing with the Depositary, prior to the Election Deadline, a duly completed Letter of Transmittal and Election Form indicating such Whistler Shareholder's election, together with certificates (if any) representing such Whistler Shareholder's Whistler Shares. Whistler shall provide at least two Business Days' notice of the Election Deadline to Whistler Shareholders by means of a news release disseminated on a newswire; provided that, if the Effective Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Whistler shall promptly announce any such delay and, when determined, the rescheduled Election Deadline, which rescheduled deadline if necessary shall be as agreed by Vail and Whistler (acting reasonably), provided that at least one Business Day of advance notice thereof shall have been provided;

(c)	any Letter of Transmittal and Election Form, once deposited with the Depositary, shall be irrevocable and may not be withdrawn by a Whistler Shareholder; and

(d)	any Whistler Shareholder who does not deposit with the Depositary a duly completed Letter of Transmittal and Election Form prior to the Election Deadline, or otherwise fails to comply with the requirements of this Section 3.2 or of the Letter of Transmittal and Election Form, shall be deemed to have elected to receive Vail Shares.

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(a)

In connection with the Arrangement, each registered Whistler Shareholder may exercise rights of dissent ("Dissent Rights") with respect to the Whistler Shares held by such Whistler Shareholder pursuant to sections 237 to 247 of the BCBCA, as modified by the Interim Order and this Section 4.1(a); provided that, notwithstanding section 242(1)(a) of the BCBCA, the written objection to the Arrangement Resolution referred to in section 242(1)(a) of the BCBCA must be received by Whistler not later than 4:00 p.m. (Vancouver time) two Business Days immediately preceding the date of the Shareholder Meeting. Dissenting Shareholders who:

(i)

are ultimately entitled to be paid by Exchangeco fair value for their Dissent Shares (1) shall be deemed to not to have participated in the transactions in Article 3 (other than Section 3.1(e)); (2) shall be deemed to have transferred and assigned such Dissent Shares (free and clear of any Liens) to Exchangeco in accordance with Section 3.1(e); (3) will be entitled to be paid the fair value of such Dissent Shares by Exchangeco, which fair value, notwithstanding anything to the contrary contained in the BCBCA, shall be determined as of the close of business on the day before the Arrangement Resolution was adopted at the Shareholder Meeting; and (4) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Whistler Shares; or

(ii)	are ultimately not entitled, for any reason, to be paid by Exchangeco fair value for their Dissent Shares, shall be deemed to have participated in the Arrangement in respect of those Whistler Shares on the

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(b)

In no event shall Exchangeco, Vail or Whistler or any other Person be required to recognize a Dissenting Shareholder as a registered or beneficial owner of Whistler Shares or any interest therein (other than the rights set out in this Section 4.1) at or after the Effective Time, and at the Effective Time the names of such Dissenting Shareholders shall be deleted from the central securities register of Whistler as at the Effective Time.

(c)	For greater certainty, in addition to any other restrictions in the Interim Order, no Person shall be entitled to exercise Dissent Rights with respect to Whistler Shares in respect of which a Person has voted or has instructed a proxyholder to vote in favour of the Arrangement Resolution.

(a)

Following receipt of the Final Order and prior to the Effective Time, Vail or Exchangeco shall deliver or cause to be delivered to the Depositary sufficient funds and certificates representing Vail Shares and Exchangeable Shares to satisfy the aggregate Consideration payable to the Whistler Shareholders in accordance with Section 3.1 plus sufficient funds to satisfy any aggregate cash payment in lieu of fractional Vail Shares or Exchangeable Shares, which cash, Vail Share certificates and Exchangeable Share certificates shall be held by the Depositary as agent and nominee for such former Whistler Shareholders for distribution to such former Whistler Shareholders in accordance with the provisions of this Article 5.

(b)

Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Whistler Shares that were transferred pursuant to Section 3.1(f), together with a duly completed and executed Letter of Transmittal and Election Form and any such additional documents and instruments as the Depositary may reasonably require, the registered holder of the Whistler Shares represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Whistler Shareholder, the Consideration that such Whistler Shareholder has the right to receive under the Arrangement for such Whistler Shares, less any amounts withheld pursuant to Section 5.3, and any certificate so surrendered shall forthwith be cancelled.

(c)

After the Effective Time and until surrendered for cancellation as contemplated by Section 5.1(b), each certificate that immediately prior to the Effective Time represented one or more Whistler Shares (other than Whistler Shares held by Vail, Exchangeco or any of their respective Affiliates) shall be deemed at all times to represent only the right to receive in exchange therefor the Consideration that the holder of such certificate is entitled to receive in accordance with Section 3.1, less any amounts withheld pursuant to Section 5.3.

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(a)	withhold and sell, or direct Vail, Whistler, Exchangeco, Callco or the Depositary to deduct and withhold and sell on their behalf, on their own account or through a broker (the "Broker"), and on behalf of any Affected Person; or

(b)	require the Affected Person to irrevocably direct the sale through a Broker and irrevocably direct the Broker pay the proceeds of such sale to Vail, Exchangeco, Callco, Whistler, the Depositary or the Trustee as appropriate (and, in the absence of such irrevocable direction, the Affected Person shall be deemed to have provided such irrevocable direction),

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(a)

Subject to the proviso in Section 6.1(b) that Callco shall only be entitled to exercise the Liquidation Call Right with respect to those Exchangeable Shares, if any, in respect of which Vail has not exercised the Liquidation Call Right, Vail and Callco shall each have the overriding right (the "Liquidation Call Right"), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of Exchangeco or any other distribution of the assets of Exchangeco among its shareholders for the purpose of winding up its affairs, pursuant to Section 5 of the Exchangeable Share Provisions, and subject to the sale and purchase contemplated by the Automatic Exchange Right, to purchase from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is Vail or any of its Affiliates) on the Liquidation Date all but not less than all of the Exchangeable Shares held by each such holder upon payment by Vail or Callco, as the case may be, to each such holder of the Exchangeable Share Price (payable in the form of the Exchangeable Share Consideration) applicable on the last Business Day prior to the Liquidation Date (the "Liquidation Call Purchase Price") in accordance with Section 6.1(c). In the event of the exercise of the Liquidation Call Right by Vail or Callco, as the case may be, each such holder of Exchangeable Shares (other than Vail and its Affiliates) shall be obligated to sell all of the Exchangeable Shares held by the holder to Vail or Callco, as the case may be, on the Liquidation Date upon payment by Vail or Callco, as the case may be, to such holder of the Liquidation Call Purchase Price (payable in the form of Exchangeable Share Consideration) for each such share, and Exchangeco shall have no obligation to pay any Liquidation Amount to the holders of such shares so purchased.

(b)

Callco shall only be entitled to exercise the Liquidation Call Right with respect to those Exchangeable Shares, if any, in respect of which Vail has not exercised the Liquidation Call Right. To exercise the Liquidation Call Right, Vail or Callco must notify the Transfer Agent, as agent for the holders of the Exchangeable Shares, and Exchangeco of its intention to exercise such right (i) in the case of a voluntary liquidation, dissolution or winding-up of Exchangeco or any other voluntary distribution of the assets of Exchangeco among its shareholders for the purpose of winding up its affairs, at least 30 days before the Liquidation Date, or (ii) in the case of an involuntary liquidation, dissolution or winding-up of Exchangeco or any other involuntary distribution of the assets of Exchangeco among its shareholders for the purpose of winding up its affairs, at least five Business Days before the Liquidation Date. The Transfer Agent will notify the holders of the Exchangeable Shares as to whether or not Vail and/or Callco has exercised the Liquidation Call Right forthwith after the expiry of the period during which Vail or Callco may exercise the Liquidation Call Right. If Vail and/or Callco exercises the Liquidation Call Right, then on the Liquidation Date, Vail and/or Callco, as the case may be, will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is Vail or any of its Affiliates) will sell, all of the Exchangeable Shares held by such holders on such date for a price per share equal to the Liquidation Call Purchase Price (payable in the form of Exchangeable Share Consideration).

(c)

For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to the exercise of the Liquidation Call Right, Vail and/or Callco, as the case may be, shall deposit or cause to be deposited with the Transfer Agent, on or before the Liquidation Date, the Exchangeable Share Consideration representing the aggregate Liquidation Call Purchase Price for all holders of the Exchangeable Shares (other than Vail and its Affiliates), less any amounts withheld pursuant to Section 5.3. Provided that such Exchangeable Share Consideration has been so deposited with the Transfer Agent, the holders of the Exchangeable Shares (other than Vail and its Affiliates) shall cease to be holders of the Exchangeable Shares on and after the Liquidation

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(a)

Subject to the proviso in Section 6.2(b) that Callco shall only be entitled to exercise the Redemption Call Right with respect to those Exchangeable Shares, if any, in respect of which Vail has not exercised the Redemption Call Right, and notwithstanding the proposed redemption of the Exchangeable Shares by Exchangeco pursuant to Section 7 of the Exchangeable Share Provisions, Vail and Callco shall each have the overriding right (the "Redemption Call Right") to purchase from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is Vail or any of its Affiliates) on the Redemption Date all but not less than all of the Exchangeable Shares held by each such holder upon payment by Vail or Callco, as the case may be, to each such holder of the Exchangeable Share Price (payable in the form of the Exchangeable Share Consideration) applicable on the last Business Day prior to the Redemption Date (the "Redemption Call Purchase Price") in accordance with Section 6.2(c). In the event of the exercise of the Redemption Call Right by Vail or Callco, as the case may be, each such holder of Exchangeable Shares shall be obligated to sell all of the Exchangeable Shares held by the holder to Vail or Callco, as the case may be, on the Redemption Date upon payment by Vail or Callco, as the case may be, to such holder of the Redemption Call Purchase Price (payable in the form of Exchangeable Share Consideration), and Exchangeco shall have no obligation to redeem, or to pay the Redemption Price (as defined in the Exchangeable Share Provisions) in respect of, such shares so purchased.

(b)

Callco shall only be entitled to exercise the Redemption Call Right with respect to those Exchangeable Shares, if any, in respect of which Vail has not exercised the Redemption Call Right. To exercise the Redemption Call Right, Vail or Callco must notify the Transfer Agent, as agent for the holders of the Exchangeable Shares, and Exchangeco of its intention to exercise such right (i) in the case of a redemption occurring as a result of a Vail Control Transaction, an Exchangeable Share Voting Event or an Exempt Exchangeable Share Voting Event, on or before the Redemption Date, and (ii) in any other case, at least 30 days before the Redemption Date. The Transfer Agent will notify the holders of the Exchangeable Shares as to whether or not Vail and/or Callco has exercised the Redemption Call Right forthwith after the expiry of the period during which Vail or Callco may exercise the Redemption Call Right. If Vail and/or Callco exercises the Redemption Call Right, Vail and/or Callco, as the case may be, will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is Vail or any of its Affiliates) will sell, on the Redemption Date, all of the Exchangeable Shares held by such holders on such date for a price per share equal to the Redemption Call Purchase Price (payable in the form of Exchangeable Share Consideration).

(c)

For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to the exercise of the Redemption Call Right, Vail and/or Callco, as the case may be, shall deposit or cause to be deposited with the Transfer Agent, on or before the Redemption Date, the Exchangeable Share Consideration representing the aggregate Redemption Call Purchase Price less any amounts withheld pursuant to Section 5.3. Provided that such Exchangeable Share Consideration has been so deposited with the Transfer Agent, the holders of the

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(a)

Subject to the proviso in Section 6.3(b) that Callco shall only be entitled to exercise the Change of Law Call Right with respect to those Exchangeable Shares, if any, in respect of which Vail has not exercised the Change of Law Call Right, Vail and Callco shall each have the overriding right (the "Change of Law Call Right"), in the event of a Change of Law, to purchase from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is Vail or any of its Affiliates) on the Change of Law Call Date all but not less than all of the Exchangeable Shares held by each such holder upon payment by Vail or Callco, as the case may be, to each such holder of the Exchangeable Share Price (payable in the form of the Exchangeable Share Consideration) applicable on the last Business Day prior to the Change of Law Call Date (the "Change of Law Call Purchase Price") in accordance with Section 6.3(c). In the event of the exercise of the Change of Law Call Right by Vail or Callco, as the case may be, each such holder of Exchangeable Shares shall be obligated to sell all of the Exchangeable Shares held by the holder to Vail or Callco, as the case may be, on the Change of Law Call Date upon payment by Vail or Callco, as the case may be, to such holder of the Change of Law Call Purchase Price (payable in the form of Exchangeable Share Consideration).

(b)

Callco shall only be entitled to exercise the Change of Law Call Right with respect to those Exchangeable Shares, if any, in respect of which Vail has not exercised the Change of Law Call Right. To exercise the Change of Law Call Right, Vail or Callco must notify the Transfer Agent, as agent for the holders of the Exchangeable Shares, and Exchangeco of its intention to exercise such right at least 30 days before the date (the "Change of Law Call Date") on which Vail or Callco, as the case may be, shall acquire the Exchangeable Shares pursuant to the exercise of the Change of Law Call Right. The Transfer Agent will notify the holders of the Exchangeable Shares as to whether or not Vail and/or Callco has exercised the Change of Law Call Right forthwith after receiving notice of such exercise from Vail and/or Callco. If Vail and/or Callco exercises the Change of Law Call Right, Vail and/or Callco, as the case may be, will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is Vail or any of its Affiliates) will sell, on the Change of Law Call Date, all of the Exchangeable Shares held by such holders on such date for a price per share equal to the Change of Law Call Purchase Price (payable in the form of Exchangeable Share Consideration).

(c)

For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to the exercise of the Change of Law Call Right, Vail and/or Callco, as the case may be, shall deposit or cause to be deposited with the Transfer Agent, on or before the Change of Law Call Date, the Exchangeable Share Consideration representing the aggregate Change of Law Call Purchase Price less any amounts withheld pursuant to Section 5.3. Provided that such Exchangeable Share Consideration has been so deposited with the Transfer Agent, the holders of the Exchangeable Shares (other than Vail and its Affiliates) shall cease to be holders of the Exchangeable Shares on and after the Change of Law Call Date and, from and after such date, shall not be entitled to exercise any of the rights of holders in respect thereof (including, without limitation, any rights under the Voting and Exchange Trust Agreement) other than the right to receive their proportionate part of the aggregate

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(a)

Vail and Whistler reserve the right to amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that any such amendment, modification or supplement must be agreed to in writing by each of Whistler and Vail and filed with the Court, and, if made following the Shareholder Meeting, then: (i) approved by the Court, and (ii) if the Court directs, approved by the Whistler Shareholders and communicated to the Whistler Shareholders if and as required by the Court, and in either case in the manner required by the Court.

(b)

Subject to the provisions of the Interim Order, any amendment, modification or supplement to this Plan of Arrangement, if agreed to by Whistler and Vail, may be proposed by Whistler and Vail at any time prior to or at the Shareholder Meeting, with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Shareholder Meeting shall become part of this Plan of Arrangement for all purposes.

(c)	Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Shareholder Meeting will be effective only if it is agreed to in writing by each of Whistler and Vail and, if required by the Court, by some or all of the Whistler Shareholders voting in the manner directed by the Court.

(d)

Any amendment, modification or supplement to this Plan of Arrangement may be made by Whistler and Vail without the approval of or communication to the Court or the Whistler Shareholders, provided that it concerns a matter which, in the reasonable opinion of Whistler and Vail is of an administrative or ministerial nature required to better give effect to the implementation of this Plan of Arrangement and is not materially adverse to the financial or economic interests of any of the Whistler Shareholders.

(e)	This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the Arrangement Agreement.

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1.	Interpretation

(a)	Definitions. For the purposes of these Exchangeable Share Provisions:

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(i)	the Current Market Price of one Vail Share deliverable in connection with such action; plus

(ii)	a cheque or cheques payable at par at any branch of the bankers of the payor in the amount of all declared, payable and unpaid, and all undeclared but payable, cash dividends deliverable in connection with such action; plus

(iii)	such stock or other property constituting any declared, payable and unpaid non-cash dividends deliverable in connection with such action;

(i)	the Current Market Price of one Vail Share at such time;

(ii)	the full amount of all cash dividends declared, payable and unpaid, at such time, on such Exchangeable Share;

(iii)	the full amount of all non-cash dividends declared, payable and unpaid, at such time, on such Exchangeable Share; and

(iv)	the full amount of all dividends declared and payable or paid in respect of each Vail Share which have not, at such time, been declared or paid on such Exchangeable Share in accordance herewith;

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(i)

the aggregate number of Exchangeable Shares issued and outstanding (other than Exchangeable Shares held by Vail and its subsidiaries) is less than 5% of the number of Exchangeable Shares issued on the Effective Date (as such number of shares may be adjusted as deemed appropriate by the Board of Directors to give effect to any subdivision, combination or consolidation of or stock or share dividend on the Exchangeable Shares, any issue or distribution of rights to acquire Exchangeable Shares or securities exchangeable for or convertible into Exchangeable Shares, any issue or distribution of other securities or rights or evidences of indebtedness or assets, or any other capital reorganization or other transaction affecting the Exchangeable Shares), in which case the Board of Directors may accelerate such redemption date to such date prior to the seventh anniversary of the Effective Date as it may determine, upon at least 30 days’ prior written notice to the holders of the Exchangeable Shares and the Trustee;

(ii)

a Vail Control Transaction is proposed, in which case, provided the Board of Directors determines in good faith that it is not practicable to substantially replicate the terms and conditions of the Exchangeable Shares in connection with such Vail Control Transaction or that the redemption of all but not less than all of the outstanding Exchangeable Shares (other than Exchangeable Shares held by Vail and its affiliates) is necessary to enable the completion of such Vail Control Transaction in accordance with its terms, the Board of Directors may accelerate such redemption date to such date as it may determine, upon such number of days prior written notice to the holders of the Exchangeable Shares and the Trustee as the Board of Directors may determine to be reasonably practicable in such circumstances;

(iii)

an Exchangeable Share Voting Event is proposed and (A) the holders of the Exchangeable Shares fail to take the necessary action at a meeting or other vote of holders of Exchangeable Shares to approve or disapprove, as applicable, the Exchangeable Share Voting Event, and (B) the Board of Directors has determined, in good faith and in its sole discretion, that it is not reasonably practicable to accomplish the business purpose (which business purpose must be bona fide and not for the primary purpose of causing the occurrence of the Redemption Date) intended by the Exchangeable Share Voting Event in a commercially reasonable manner that does not result in an Exchangeable Share Voting Event, in which case the Redemption Date shall be the Business Day following the day on which the later of the events described in (A) and (B) above occurs; or

(iv)

an Exempt Exchangeable Share Voting Event is proposed and the holders of the Exchangeable Shares fail to take the necessary action at a meeting or other vote of holders of Exchangeable Shares to approve or disapprove, as applicable, the Exempt Exchangeable Share Voting Event, in which case the Redemption Date shall be the Business Day following the day on which the holders of the Exchangeable Shares fail to take such action;

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(i)	any person acquires, directly or indirectly, any voting security of Vail and, immediately after such acquisition, directly or indirectly owns, or exercises control and direction over, voting securities representing more than 50% of the total voting power of all of the then outstanding voting securities of Vail;

(ii)

the shareholders of Vail approve a merger, consolidation, recapitalization or reorganization of Vail, other than any such transaction which would result in the holders of outstanding voting securities of Vail immediately prior to such transaction directly or indirectly owning, or exercising control and direction over, voting securities representing more than 50% of the total voting power of all of the voting securities of the surviving entity outstanding immediately after such transaction;

(iii)	the shareholders of Vail approve a liquidation of Vail; or

(iv)	Vail sells or disposes of all or substantially all of its assets;

(b)

Interpretation Not Affected by Headings. The division of these Exchangeable Share Provisions into sections and other portions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation hereof. Unless otherwise indicated, all references to a “Section” followed by a number and/or a letter refer to the specified section of these Exchangeable Share Provisions.

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(c)	Number and Gender. In these Exchangeable Share Provision, unless the context otherwise clearly requires, words used herein importing the singular include the plural and vice versa and words imparting any gender shall include all genders.

(d)	Date of Any Action. If any date on which any action is required to be taken hereunder by any person is not a Business Day, then such action shall be required to be taken on the next succeeding day which is a Business Day.

(e)	Currency. In these Exchangeable Share Provision, unless stated otherwise, all cash payments provided for herein shall be made in Canadian dollars.

2.	Ranking of Exchangeable Shares

3.	Dividends and Distributions

(a)	Dividends and Distributions. A holder of an Exchangeable Share shall be entitled to receive and the Board of Directors shall, subject to applicable law, on each Vail Dividend Declaration Date, declare a dividend or other distribution on each Exchangeable Share:

(i)	in the case of a cash dividend or other distribution declared on the Vail Shares, in an amount in cash for each Exchangeable Share equal to the Canadian Dollar Equivalent of the cash dividend or other distribution declared on each Vail Share on the Vail Dividend Declaration Date;

(ii)

in the case of a stock or share dividend or other distribution declared on the Vail Shares to be paid in Vail Shares, by the issue or transfer by the Company of such number of Exchangeable Shares for each Exchangeable Share as is equal to the number of Vail Shares to be paid on each Vail Share; provided, however, that the Company may, in lieu of such stock or share dividend or other distribution, elect to effect a corresponding, contemporaneous and economically equivalent (as determined by the Board of Directors in accordance with Sections 3(e) and 3(f)) subdivision of the outstanding Exchangeable Shares; or

(iii)

in the case of a dividend or other distribution declared on the Vail Shares in property other than cash or Vail Shares, in such type and amount of property for each Exchangeable Share as is the same as or economically equivalent (as determined by the Board of Directors in accordance with Section 3(e)) to the type and amount of property declared as a dividend or other distribution on each Vail Share; and

(b)

Payments of Dividends and Distributions. Cheques of the Company payable at par at any branch of the bankers of the Company shall be issued in respect of any cash dividends or other distributions contemplated by Section 3(a)(i) and the sending of such cheque to each holder of an Exchangeable Share shall satisfy the cash dividend or other distribution represented thereby unless the cheque is not paid on presentation. Certificates registered in the name of the registered holder of Exchangeable Shares or written evidence of the book entry issuance or transfer to the registered holder of Exchangeable Shares shall be delivered in respect of any stock or share dividends or other distributions contemplated by Section 3(a)(ii) or any subdivision of the Exchangeable Shares under Sections 3(a)(ii) and 3(f), and the sending of such certificates or written evidence to each holder of an Exchangeable Share shall satisfy the stock or share dividend or other distribution represented thereby. Such other type and amount of property in respect of any dividends or other distributions contemplated by Section 3(a)(iii) shall be issued, distributed or transferred by the Company in such manner as it shall determine, and the

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(c)

Record and Payment Dates. The record date for the determination of the holders of Exchangeable Shares entitled to receive payment of, and the payment date for, any dividend or other distribution declared on the Exchangeable Shares under Section 3(a) shall be the same dates as the record date and payment date, respectively, for the corresponding dividend or other distribution declared on the Vail Shares. The record date for the determination of the holders of Exchangeable Shares entitled to receive Exchangeable Shares in connection with any subdivision of the Exchangeable Shares under Sections 3(a)(ii) and 3(f), and the effective date of such subdivision, shall be the same dates as the record and payment date, respectively, for the corresponding stock or share dividend or other distribution declared on the Vail Shares.

(d)

Partial Payment. If on any payment date for any dividends or other distributions declared on the Exchangeable Shares under Section 3(a) the dividends or other distributions are not paid in full on all of the Exchangeable Shares then outstanding, any such dividends or other distributions that remain unpaid shall be paid on a subsequent date or dates determined by the Board of Directors on which the Company shall have sufficient moneys, assets or property properly applicable to the payment of such dividends or other distributions.

(e)

Economic Equivalence. The Board of Directors shall determine, in good faith and in its sole discretion (with the assistance of such financial or other advisors as the Board of Directors may determine), “economic equivalence” for the purposes of the Exchangeable Share Provisions and each such determination shall be conclusive and binding on the Company and its shareholders. In making each such determination, the following factors shall, without excluding other factors determined by the Board of Directors to be relevant, be considered by the Board of Directors:

(i)	in the case of any stock or share dividend or other distribution payable in Vail Shares, the number of such shares issued as a result of such stock or share dividend or other distribution in proportion to the number of Vail Shares previously outstanding;

(ii)

in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase Vail Shares (or securities exchangeable for or convertible into or carrying rights to acquire Vail Shares), the relationship between the exercise price of each such right, option or warrant, the number of such rights, options or warrants to be issued or distributed in respect of each Vail Share and the Current Market Price of a Vail Share, the price volatility of the Vail Shares and the terms of any such instrument;

(iii)

in the case of the issuance or distribution of any other form of property (including without limitation any shares or securities of Vail of any class other than Vail Shares, any rights, options or warrants other than those referred to in Section 3(e)(ii), any evidences of indebtedness of Vail or any assets of Vail), the relationship between the fair market value (as determined by the Board of Directors in the manner above contemplated) of such property to be issued or distributed with respect to each outstanding Vail Share and the Current Market Price of a Vail Share;

(iv)

in the case of any subdivision, redivision or change of the then outstanding Vail Shares into a greater number of Vail Shares or the reduction, combination, consolidation or change of the then outstanding Vail Shares into a lesser number of Vail Shares or any amalgamation, merger, arrangement, reorganization or other transaction affecting the Vail Shares, the effect thereof upon the then outstanding Vail Shares; and

(v)

in all such cases, the general taxation consequences of the relevant event to holders of Exchangeable Shares to the extent that such consequences may differ from the taxation consequences to holders of Vail Shares as a result of differences between taxation laws of Canada and the United States (except for any differing consequences arising as a result of differing marginal taxation rates and without regard to the individual circumstances of holders of Exchangeable Shares).

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(f)

Subdivision on Stock or Share Dividend. In the case of a stock or share dividend declared on Vail Shares to be paid in Vail Shares, in lieu of declaring the stock or share dividend contemplated by Section 3(a)(ii) on the Exchangeable Shares, the Board of Directors may, in good faith and in its discretion and subject to applicable Law and to obtaining all required regulatory approvals, subdivide, redivide or change each issued and unissued Exchangeable Share on the basis that each Exchangeable Share before such subdivision becomes a number of Exchangeable Shares equal to the sum of (i) one Vail Share, and (ii) the number of Vail Shares to be paid as a share dividend on each Vail Share. In such instance, and notwithstanding any other provision hereof, such subdivision, shall become effective on the effective date specified in Section 3(c) without any further act or formality on the part of the Board of Directors or of the holders of Exchangeable Shares. For greater certainty, subject to applicable Law, no approval of the holders of Exchangeable Shares to an amendment to the articles of the Company shall be required to give effect to such subdivision.

4.	Certain Restrictions

(a)	pay any dividends or other distributions on the Common Shares or any other shares ranking junior to the Exchangeable Shares with respect to the payment of dividends or other distributions, other than stock or share dividends payable in Common Shares or any such other shares ranking junior to the Exchangeable Shares, as the case may be;

(b)

redeem or purchase or make any capital distribution in respect of Common Shares or any other shares ranking junior to the Exchangeable Shares with respect to the payment of dividends or the distribution of the assets in the event of the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or any other distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs;

(c)

redeem or purchase or make any capital distribution in respect of any other shares of the Company ranking equally with the Exchangeable Shares with respect to the payment of dividends or the distribution of assets in the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or any other distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs; or

(d)	issue any Exchangeable Share or any other shares ranking equally with, or superior to, the Exchangeable Shares, other than, in each case, by way of stock or share dividends to the holders of such Exchangeable Shares or pursuant to a shareholders rights plan adopted by the Company;

5.	Liquidation

(a)

Liquidation Amount. Subject to applicable laws and the due exercise by Vail or Callco of the Liquidation Call Right (which shall itself be subject to the sale and purchase contemplated by the Automatic Exchange Right), in the event of the liquidation, dissolution or winding-up of the Company or any other distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs, a holder of Exchangeable Shares shall be entitled to receive from the assets of the Company in respect of each Exchangeable Share held by such holder on the effective date of such liquidation, dissolution, winding-up or other distribution (the “Liquidation Date”), before any distribution of any part of the assets of the Company among the holders of the Common Shares or any other shares ranking junior to the Exchangeable Shares with respect to dividends or other distributions an amount per share (the “Liquidation Amount”) equal to the Exchangeable Share Price applicable on the last Business Day prior to the Liquidation Date, which price shall be satisfied in full by the Company delivering or causing to be delivered to such holder the Exchangeable Share Consideration representing the Liquidation Amount.

(b)	Payment of Liquidation Amount. In the case of a distribution pursuant to Section 5(a), and provided that the sale and purchase contemplated by the Automatic Exchange Right has not occurred and that the Liquidation Call Right has not been exercised by Vail or Callco, on or promptly after the Liquidation Date, the Company

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(c)	No Right to Participate in Further Distributions. After the Company has satisfied its obligations to pay the holders of the Exchangeable Shares the aggregate Liquidation Amount per Exchangeable Share pursuant to this Section 5, such holders shall not be entitled to share in any further distribution of the assets of the Company.

6.	Retraction of Exchangeable Shares

(a)	Retraction at Option of Holder

(i)

Subject to applicable laws and the due exercise by Vail or Callco of the Retraction Call Right, a holder of Exchangeable Shares shall be entitled at any time to require the Company to redeem any or all of the Exchangeable Shares registered in the name of such holder for an amount per share equal to the Exchangeable Share Price applicable on the last Business Day prior to the Retraction Date (the “Retraction Price”), which price shall be satisfied in full by the Company delivering or causing to be delivered to such holder the Exchangeable Share Consideration representing the Retraction Price. A holder of Exchangeable Shares must give notice of a request to redeem by presenting and surrendering to the Company, at the registered office of the Company or at any office of the Transfer Agent as may be specified by the Company by notice to the holders of the Exchangeable Shares, the certificate or certificates representing the Exchangeable Shares that such holder desires to have the Company redeem, together with (A) such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the BCBCA and the articles of the Company, as applicable, together with such additional documents, instruments and payments as the Transfer Agent and the Company may reasonably require and (B) a duly executed request (the ‘‘Retraction Request’’) in the form of Appendix I hereto or in such other form as may be acceptable to the Company:

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(A)	specifying that such holder desires to have all or any number specified therein of the Exchangeable Shares represented by such certificate or certificates (the “Retracted Shares”) redeemed by the Company;

(B)

stating the Business Day on which the holder desires to have the Company redeem the Retracted Shares (the “Retraction Date”), provided that the Retraction Date shall not be less than 10 Business Days nor more than 15 Business Days after the date on which the Retraction Request is received by the Company and further provided that, in the event that no such Business Day is specified by the holder in the Retraction Request, the Retraction Date shall be deemed to be the 15th Business Day after the date on which the Retraction Request is received by the Company, subject to Section 6(a)(v); and

(C)

acknowledging the overriding right (the “Retraction Call Right”) of Vail and Callco to purchase all but not less than all the Retracted Shares directly from the holder and that the Retraction Request shall be deemed to be a revocable offer by the holder to sell the Retracted Shares to Vail or Callco in accordance with the Retraction Call Right on the Retraction Date for the Retraction Call Right Purchase Price and on the other terms and conditions set out in Section 6(b).

(ii)

In the case of a redemption of Exchangeable Shares pursuant to this Section 6(a), upon receipt by the Company or the Transfer Agent in the manner specified in Section 6(a)(i) of a certificate or certificates representing the number of Exchangeable Shares which the holder desires to have the Company redeem, together with a duly executed Retraction Request and such additional documents and instruments specified in Section 6(a)(i) or that the Company may reasonably require, and provided that (A) the Retraction Request has not been revoked by the holder of such Retracted Shares in the manner specified in Section 6(a)(iv), and (B) neither Vail nor Callco has exercised the Retraction Call Right, the Company shall redeem the Retracted Shares effective at the close of business on the Retraction Date. On the Retraction Date, the Company shall deliver or cause to be delivered to such holder, at the address of the holder recorded in the securities register of the Company for the Exchangeable Shares or at the address specified in the Retraction Request or by holding for pick-up by the holder at the registered office of the Company or at any office of the Transfer Agent as may be specified by the Company by notice to the holders of the Exchangeable Shares, the Exchangeable Share Consideration representing the Retraction Price and such delivery of such Exchangeable Share Consideration by or on behalf of the Company by the Transfer Agent shall be deemed to be payment of and shall satisfy and discharge all liability for the Retraction Price to the extent that the same is represented by such Exchangeable Share Consideration, unless any cheque comprising part of such Exchangeable Share Consideration is not paid on due presentation. If only a part of the Exchangeable Shares represented by any certificate is redeemed, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of the Company. On and after the close of business on the Retraction Date, the holder of the Retracted Shares shall cease to be a holder of such Retracted Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof (including, without limitation, any rights under the Voting and Exchange Trust Agreement), other than the right to receive the aggregate Retraction Price in respect thereof, unless payment of the aggregate Retraction Price payable to such holder shall not be made upon presentation and surrender of share certificates and other required documents in accordance with the foregoing provisions, in which case the rights of such holder shall remain unaffected until such aggregate Retraction Price has been paid in the manner hereinbefore provided. On and after the close of business on the Retraction Date, provided that presentation and surrender of the certificates and payment of such aggregate Retraction Price has been made in accordance with the foregoing provisions, the holder of the Retracted Shares so redeemed by the Company shall thereafter be considered and deemed for all purposes to be a holder of the Vail Shares delivered to such holder.

(iii)

Notwithstanding any other provision of this Section 6, the Company shall not be obligated to redeem Retracted Shares specified by a holder in a Retraction Request if and to the extent that such redemption of Retracted Shares would be contrary to solvency requirements or other provisions of applicable laws. If the Company believes, after due enquiry, that on any Retraction Date it would not be permitted by any of such provisions to redeem the Retracted Shares tendered for redemption on such date, and provided that neither Vail nor Callco has exercised the Retraction Call Right with respect to such Retracted Shares, the Company shall only be obligated to redeem Retracted Shares specified by a holder in a Retraction Request to the extent of the maximum number that may be so redeemed (rounded down

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(iv)

A holder of Retracted Shares may, by notice in writing given by the holder to the Company before the close of business on the Business Day immediately preceding the Retraction Date, withdraw its Retraction Request, in which event such Retraction Request shall be null and void and, for greater certainty, the revocable offer constituted by the Retraction Request to sell the Retracted Shares to Vail or Callco shall be deemed to have been revoked.

(v)	Notwithstanding any other provision of this Section 6(a), if:

(A)

exercise of the rights of the holders of the Exchangeable Shares, or any of them, to require the Company to redeem any Exchangeable Shares pursuant to this Section 6(a) on any Retraction Date would require listing particulars or any similar document to be issued in order to obtain the approval of the NYSE to the listing and trading (subject to official notice of issuance) of the Vail Shares that would be required to be delivered to such holders of Exchangeable Shares in connection with the exercise of such rights; and

(B)

as a result of (A) above, it would not be practicable (notwithstanding the reasonable endeavours of Vail) to obtain such approvals in time to enable all or any of such Vail Shares to be admitted to listing and trading by the NYSE (subject to official notice of issuance) when so delivered; the Retraction Date shall, notwithstanding any other date specified or otherwise deemed to be specified in any relevant Retraction Request, be deemed for all purposes to be the earlier of (i) the second Business Day immediately following the date the approvals referred to in Section 6(a)(v)(A) are obtained and (ii) the date which is 30 Business Days after the date on which the relevant Retraction Request is received by the Company, and references in these Exchangeable Share Provisions to such Retraction Date shall be construed accordingly.

(b)	Retraction Call Rights

(i)

In the event that a holder of Exchangeable Shares delivers a Retraction Request pursuant to Section 6(a), and subject to the limitations set forth in Section 6(a)(ii) (including that Callco shall only be entitled to exercise its Retraction Call Right with respect to those holders of Exchangeable Shares, if any, in respect of which Vail has not exercised its Retraction Call Right), the Retraction Call Right will be available to each of Vail and Callco, notwithstanding the proposed redemption of the Exchangeable Shares by the Company pursuant to Section 6(a), to purchase from such holder on the Retraction Date all but not less than all of the Retracted Shares held by such holder on payment by Vail or Callco, as the case may be, of an amount per share equal to the Exchangeable Share Price applicable on the last Business Day prior to the Retraction Date (the “Retraction Call Right Purchase Price”), which price shall be satisfied in full by Vail or Callco, as the case may, delivering or causing to be delivered to such holder the Exchangeable Share Consideration representing the Retraction Call Right Purchase Price. Upon the exercise of the Retraction Call Right in respect of Retracted Shares, the holder of such Retracted Shares shall be obligated to sell all of such Retracted Shares to Vail or Callco, as the case may be, on the Retraction Date on payment by Vail or Callco, as the case may be, of the aggregate

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(ii)

Upon receipt by the Company of a Retraction Request, the Company shall immediately notify Vail and Callco thereof and shall provide Vail and Callco with a copy of the Retraction Request. Callco shall only be entitled to exercise its Retraction Call Right with respect to those holders of Retracted Shares, if any, in respect of which Vail has not exercised its Retraction Call Right. In order to exercise its Retraction Call Right, Vail or Callco, as the case may be, must notify the Company in writing of its determination to do so (a “Retraction Call Notice”) within five Business Days after the Company notifies Vail and Callco of the Retraction Request. If neither Vail nor Callco so notifies the Company within such five Business Day period, the Company shall notify the holder as soon as possible thereafter that neither Vail nor Callco will exercise the Retraction Call Right. If one or both of Vail and Callco delivers a Retraction Call Notice within such five Business Day period and duly exercises its Retraction Call Right in accordance with this Section 6(b)(ii), the obligation of the Company to redeem the Retracted Shares shall terminate and, provided that the Retraction Request is not revoked by the holder of such Retracted Shares in the manner specified in Section 6(a)(iv), Vail or Callco, as the case may be, shall purchase from such holder and such holder shall sell to Vail or Callco, as the case may be, on the Retraction Date the Retracted Shares for an amount per share equal to the Retraction Call Right Purchase Price. Provided that the aggregate Retraction Call Right Purchase Price has been so deposited with the Transfer Agent as provided in Section 6(b)(iii), the closing of the purchase and sale of the Retracted Shares pursuant to the Retraction Call Right shall be deemed to have occurred as at the close of business on the Retraction Date and, for greater certainty, no redemption by the Company of such Retracted Shares shall take place on the Retraction Date.

(iii)

For the purpose of completing a purchase of Retracted Shares pursuant to the exercise of the Retraction Call Right, Vail or Callco, as the case may be, shall deliver or cause to be delivered to the holder of such Retracted Shares, at the address of the holder recorded in the securities register of the Company for the Exchangeable Shares or at the address specified in the holder’s Retraction Request or by holding for pick-up by the holder at the registered office of the Company or at any office of the Transfer Agent as may be specified by the Company by notice to the holders of Exchangeable Shares, the Exchangeable Share Consideration representing the Retraction Call Right Purchase Price to which such holder is entitled and such delivery of Exchangeable Share Consideration on behalf of Vail or Callco, as the case may be, shall be deemed to be payment of and shall satisfy and discharge all liability for the Retraction Call Right Purchase Price to the extent that the same is represented by such Exchangeable Share Consideration, unless any cheque comprising part of such Exchangeable Share Consideration is not paid on due presentation.

(iv)

On and after the close of business on the Retraction Date, the holder of the Retracted Shares shall cease to be a holder of such Retracted Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof (including, without limitation, any rights under the Voting and Exchange Trust Agreement), other than the right to receive the aggregate Retraction Call Right Purchase Price in respect thereof, unless payment of the aggregate Retraction Call Right Purchase Price payable to such holder shall not be made upon presentation and surrender of share certificates and other required documents in accordance with the foregoing provisions, in which case the rights of such holder shall remain unaffected until such aggregate Retraction Call Right Purchase Price has been paid in the manner hereinbefore provided. On and after the close of business on the Retraction Date, provided that presentation and surrender of certificates and payment of such aggregate Retraction Call Right Purchase Price has been made in accordance with the foregoing provisions, the holder of the Retracted Shares so purchased by Vail or Callco, as the case may be, shall thereafter be considered and deemed for all purposes to be a holder of the Vail Shares delivered to such holder.

7.	Redemption of Exchangeable Shares by the Company

(a)

Redemption Amount. Subject to applicable laws and the due exercise by Vail or Callco of the Redemption Call Right, the Company shall on the Redemption Date redeem all but not less than all of the then outstanding Exchangeable Shares (other than Exchangeable Shares held by Vail and its affiliates) for an amount per share (the “Redemption Price”) equal to the Exchangeable Share Price on the last Business Day prior to the Redemption Date, which price shall be satisfied in full by the Company delivering or causing to be delivered

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(b)

Notice of Redemption. In the case of a redemption of Exchangeable Shares pursuant to Section 7(a), the Company shall, at least 30 days before the Redemption Date (other than a Redemption Date established in connection with a Vail Control Transaction, an Exchangeable Share Voting Event or an Exempt Exchangeable Share Voting Event), send or cause to be sent to each holder of Exchangeable Shares a notice in writing of the redemption by the Company or the purchase by Vail or Callco under the Redemption Call Right, as the case may be, of the Exchangeable Shares held by such holder. In the case of a Redemption Date established in connection with a Vail Control Transaction, an Exchangeable Share Voting Event or an Exempt Exchangeable Share Voting Event, the written notice of the redemption by the Company or the purchase by Vail or Callco, as the case may be, of the Exchangeable Shares under the Redemption Call Right will be sent on or before the Redemption Date, on as many days’ prior written notice as may be determined by the Board of Directors to be reasonably practicable in the circumstances. In any such case, such notice shall set out the formula for determining the Redemption Price or the Redemption Call Purchase Price, as the case may be, the Redemption Date and, if applicable, particulars of the Redemption Call Right. In the case of any notice given in connection with a possible Redemption Date, such notice will be given contingently and will be withdrawn if the contingency does not occur.

(c)

Payment of Redemption Price. On or promptly after the Redemption Date, and provided that the Redemption Call Right has not been exercised by Vail or Callco, the Company shall deliver or cause to be delivered to the holders of the Exchangeable Shares to be redeemed the Redemption Price for each such Exchangeable Share, upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the BCBCA and the articles of the Company, as applicable, together with such additional documents, instruments and payments as the Transfer Agent and the Company may reasonably require, at the registered office of the Company or at any office of the Transfer Agent as may be specified by notice to the holders of the Exchangeable Shares. Payment of the Redemption Price for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Company for the Exchangeable Shares or by holding for pick-up by the holder at the registered office of the Transfer Agent as may be specified by the Company by notice to the holders of Exchangeable Shares, the Exchangeable Share Consideration representing the Redemption Price. On and after the Redemption Date, the holders of the Exchangeable Shares called for redemption shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof (including, without limitation, any rights under the Voting and Exchange Trust Agreement) other than the right to receive, without interest, their proportionate part of the aggregate Redemption Price, unless payment of the aggregate Redemption Price for such Exchangeable Shares shall not be made upon presentation and surrender of certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the Redemption Price has been paid in the manner hereinbefore provided. The Company shall have the right at any time after the sending of notice of its intention to redeem the Exchangeable Shares as aforesaid to deposit or cause to be deposited the aggregate Redemption Price (in the form of Exchangeable Share Consideration) of the Exchangeable Shares so called for redemption, or of such of the said Exchangeable Shares represented by certificates that have not at the date of such deposit been surrendered by the holders thereof in connection with such redemption, in a custodial account with any chartered bank or trust company in Canada named in such notice and any interest earned on such deposit shall belong to the Company. Provided that such aggregate Redemption Price has been so deposited prior to the Redemption Date, on and after the Redemption Date, the Exchangeable Shares in respect of which such deposit shall have been made shall be redeemed and the rights of the holders thereof after the Redemption Date shall be limited to receiving, without interest, their proportionate part of the aggregate Redemption Price for such Exchangeable Shares so deposited, against presentation and surrender of the certificates for the Exchangeable Shares held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the Redemption Price, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the Vail Shares delivered to them or the custodian on their behalf.

8.	Purchase for Cancellation

(a)	Private Agreement. Subject to applicable laws and the articles of the Company, and notwithstanding Section 8(b), the Company may at any time and from time to time purchase for cancellation all or any part of the Exchangeable Shares by private agreement with the holder thereof.

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(b)

Tender Offer. Subject to applicable laws and the articles of the Company, the Company may at any time and from time to time purchase for cancellation all or any part of the outstanding Exchangeable Shares at any price per share by tender to all the holders of Exchangeable Shares then outstanding or through the facilities of any stock exchange on which the Exchangeable Shares are listed or quoted together with an amount equal to all declared and unpaid dividends thereon for which the record date has occurred prior to the date of purchase. If in response to an invitation for tenders under the provisions of this Section 8(b) more Exchangeable Shares are tendered at a price or prices acceptable to the Company than the Company is prepared to purchase, the Exchangeable Shares to be purchased by the Company shall be purchased as nearly as may be pro rata according to the number of shares tendered by each holder who submits a tender to the Company, provided that when shares are tendered at different prices the pro rating shall be effected (disregarding fractions) only with respect to the shares tendered at the price at which more shares were tendered than the Company is prepared to purchase after the Company has purchased all the shares tendered at lower prices. If only part of the Exchangeable Shares represented by any certificate are purchased pursuant to this Section 8(b), a new certificate for the balance of such shares shall be issued at the expense of the Company.

9.	Voting Rights

10.	Specified Amount

11.	Amendment and Approval

(a)	Amendment. The rights, privileges, restrictions and conditions attaching to the Exchangeable Shares may be added to, changed or removed only with the approval of the holders of the Exchangeable Shares given as hereinafter specified.

(b)

Approval. Any approval given by the holders of the Exchangeable Shares to add to, change or remove any right, privilege, restriction or condition attaching to the Exchangeable Shares or any other matter requiring the approval or consent of the holders of the Exchangeable Shares in accordance with applicable laws shall be deemed to have been sufficiently given if it shall have been given in accordance with applicable laws, subject to a minimum requirement that such approval be evidenced by resolution passed by not less than two-thirds of the votes cast on such resolution at a meeting of holders of Exchangeable Shares duly called and held at which the holders of at least 10% of the outstanding Exchangeable Shares at that time are present or represented by proxy; provided, however, that if at any such meeting the holders of at least 10% of the outstanding Exchangeable Shares at that time are not present or represented by proxy within one-half hour after the time appointed for such meeting, then the meeting shall be adjourned to such date not less than five days thereafter and to such time and place as may be designated by the Chairman of such meeting. At such adjourned meeting, the holders of Exchangeable Shares present or represented by proxy thereat may transact the business for which the meeting was originally called and a resolution passed thereat by the affirmative vote of not less than two-thirds of the votes cast on such resolution at such meeting shall constitute the approval or consent of the holders of the Exchangeable Shares.

12.	Reciprocal Changes, etc. in Respect of Vail Shares

(a)	Acknowledgement in Respect of Issuances or Distributions. Each holder of an Exchangeable Share acknowledges that the Support Agreement provides, in part, that Vail will not, except as provided in the Support Agreement, without the prior approval of the Company and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 11(b):

(i)

issue or distribute Vail Shares (or securities exchangeable for or convertible into or carrying rights to acquire Vail Shares) to the holders of all or substantially all of the then outstanding Vail Shares by way of stock or share dividend or other distribution, other than an issue of Vail Shares (or securities exchangeable for or convertible into or carrying rights to acquire Vail Shares) to holders of Vail Shares

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(ii)	issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding Vail Shares entitling them to subscribe for or to purchase Vail Shares (or securities exchangeable for or convertible into or carrying rights to acquire Vail Shares); or

(iii)	issue or distribute to the holders of all or substantially all of the then outstanding Vail Shares:

(A)	shares or securities of Vail of any class other than Vail Shares (or securities convertible into or exchangeable for or carrying rights to acquire Vail Shares);

(B)	rights, options or warrants other than those referred to in Section 12(a)(ii) above;

(C)	evidence of indebtedness of Vail; or

(D)	assets of Vail;

(b)

Acknowledgement in Respect of Corporate Changes. Each holder of an Exchangeable Share acknowledges that the Support Agreement further provides, in part, that for so long as any Exchangeable Shares not owned by Vail or its affiliates are outstanding, Vail will not without the prior approval of the Company and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 11(b):

(i)	subdivide, redivide or change the then outstanding Vail Shares into a greater number of Vail Shares;

(ii)	reduce, combine, consolidate or change the then outstanding Vail Shares into a lesser number of Vail Shares; or

(iii)	reclassify or otherwise change the Vail Shares or effect an amalgamation, merger, reorganization or other transaction affecting the Vail Shares;

(c)	Successorship Transaction. Notwithstanding the foregoing provisions of this Section 12, in the event of a Vail Control Transaction:

(i)	in which Vail merges or amalgamates with, or in which all or substantially all of the then outstanding Vail Shares are acquired by one or more other corporations to which Vail is, immediately before such merger, amalgamation or acquisition, related within the meaning of the Income Tax Act (Canada) (otherwise than virtue of a right referred to in paragraph 251(5)(b) thereof);

(ii)	which does not result in an acceleration of the Redemption Date in accordance with paragraph (ii) of the definition of such term in Section 1(a); and

(iii)	in which all or substantially all of the then outstanding Vail Shares are converted into or exchanged for shares or rights to receive such shares (the “Other Shares”) of another corporation (the “Other

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13.	Actions by the Company under Support Agreement

(a)

Actions by the Company. The Company will take all such actions and do all such things as shall be necessary or advisable to perform and comply with and to ensure performance and compliance by Vail, Callco and the Company with all provisions of the Support Agreement applicable to Vail, Callco and the Company, respectively, in accordance with the terms thereof including taking all such actions and doing all such things as shall be necessary or advisable to enforce to the fullest extent possible for the direct benefit of the Company all rights and benefits in favour of the Company under or pursuant to such agreement.

(b)

Changes to the Support Agreement. The Company shall not propose, agree to or otherwise give effect to any amendment to, or waiver or forgiveness of its rights or obligations under, the Support Agreement without the approval of the holders of the Exchangeable Shares given in accordance with Section 11(b) other than such amendments, waivers and/or forgiveness as may be necessary or advisable for the purposes of:

(i)	adding to the covenants of any or all of the other parties to the Support Agreement if the board of directors of each of Vail, Callco and the Company shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares;

(ii)	evidencing the succession of successors to Vail either by operation of law or agreement to the liabilities and covenants of Vail under the Support Agreement (“Vail Successors”) and the covenants of and obligations assumed by each such Vail Successor in accordance with the provisions of Article 3 of the Support Agreement;

(iii)

making such amendments or modifications not inconsistent with the Support Agreement as may be necessary or desirable with respect to matters or questions arising thereunder which, in the good faith opinion of the board of directors of each of Vail, Callco and the Company, it may be expedient to make, provided that each such board of directors shall be of the good faith opinion, after consultation with counsel, that such amendments and modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; or

(iv)

making such changes in or corrections to the Support Agreement which, on the advice of counsel to Vail, Callco and the Company, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error contained therein, provided that the board of directors of each of Vail, Callco and the Company shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.

14.	Legend; Call Rights; Withholding Rights

(a)	Legend. The certificates evidencing the Exchangeable Shares shall contain or have affixed thereto a legend in form and on terms approved by the Board of Directors with respect to the Support Agreement, the provisions of the Plan of Arrangement relating to the Liquidation Call Right, the Redemption Call Right and the Change

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(b)

Call Rights. Each holder of an Exchangeable Share, whether of record or beneficial, by virtue of becoming and being such a holder shall be deemed to acknowledge each of the Liquidation Call Right, the Redemption Call Right, the Change of Law Call Right and the Retraction Call Right, in each case, in favour of Vail and Callco, and the overriding nature thereof in connection with the liquidation, dissolution or winding-up of the Company or any other distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs, or the retraction or redemption of Exchangeable Shares, as the case may be, and to be bound thereby in favour of Vail and Callco as provided herein and in the Plan of Arrangement.

(c)

Withholding Rights. Vail, Callco, the Company and the Transfer Agent shall be entitled to deduct and withhold from any dividend, distribution or other consideration otherwise payable to any holder of Exchangeable Shares such amounts as Vail, Callco, the Company or the Transfer Agent, as the case may be, is required to deduct and withhold with respect to such payment under the Income Tax Act (Canada) or United States tax laws or any provision of provincial, territorial, state, local or foreign tax law, in each case, as amended. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the Exchangeable Shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing agency. To the extent that the amount so required to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, Vail, Callco, the Company and the Transfer Agent are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to Vail, Callco, the Company or the Transfer Agent, as the case may be, to enable it to comply with such deduction or withholding requirement and Vail, Callco, the Company or the Transfer Agent, as the case may be, shall notify the holder thereof and remit any unapplied balance of the net proceeds of such sale.

15.	Notices

(a)

Notices. Subject to applicable laws, any notice, request or other communication to be given to the Company by a holder of Exchangeable Shares shall be in writing and shall be valid and effective if given by first class mail (postage prepaid) or by telecopy or by delivery to the registered office of the Company and addressed to the attention of the Secretary of the Company. Any such notice, request or other communication, if given by mail, telecopy or delivery, shall only be deemed to have been given and received upon actual receipt thereof by the Company.

(b)

Certificates. Any presentation and surrender by a holder of Exchangeable Shares to the Company or the Transfer Agent of certificates representing Exchangeable Shares in connection with the liquidation, dissolution or winding-up of the Company or the retraction or redemption of Exchangeable Shares shall be made by first class mail (postage prepaid) or by delivery to the registered office of the Company or to such office of the Transfer Agent as may be specified by the Company, in each case, addressed to the attention of the Secretary of the Company. Any such presentation and surrender of certificates shall only be deemed to have been made and to be effective upon actual receipt thereof by the Company or the Transfer Agent, as the case may be. Any such presentation and surrender of certificates made by first class mail (postage prepaid) shall be at the sole risk of the holder mailing the same.

(c)	Notice to Shareholders.

(i)

Subject to applicable laws, any notice, request or other communication to be given to a holder of Exchangeable Shares by or on behalf of the Company shall be in writing and shall be valid and effective if given by first class mail (postage prepaid) or by delivery to the address of the holder recorded in the register of shareholders of the Company or, in the event of the address of any such holder not being so recorded, then at the last known address of such holder. Any such notice, request or other communication, if given by mail, shall be deemed to have been given and received on the third Business Day following the date of mailing and, if given by delivery, shall be deemed to have been given and received on the date of delivery. Accidental failure or omission to give any notice, request or other communication to one or more holders of Exchangeable Shares shall not invalidate or otherwise alter or affect any action or proceeding to be taken by the Company pursuant thereto.

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(ii)

In the event of any interruption of mail service immediately prior to a scheduled mailing or in the period following a mailing during which delivery normally would be expected to occur, the Company shall make reasonable efforts to disseminate any notice by other means, such as publication. Except as otherwise required or permitted by law, if post offices in Canada are not open for the deposit of mail, any notice which the Company or the Transfer Agent may give or cause to be given hereunder will be deemed to have been properly given and to have been received by holders of Exchangeable Shares if (i) it is given to the Toronto Stock Exchange for dissemination, or (ii) it is published once in the national edition of The Globe and Mail and in a daily newspaper of general circulation in the French language in the City of Montreal, provided that if the national edition of The Globe and Mail is not being generally circulated, publication thereof will be made in the National Post or any other daily newspaper of general circulation published in the City of Toronto.

(iii)

Notwithstanding any other provisions of these Exchangeable Share Provisions, notices, other communications and deliveries need not be mailed if the Company determines that delivery thereof by mail may be delayed. Persons entitled to any deliveries (including certificates and cheques) which are not mailed for the foregoing reason may take delivery thereof at the office of the Transfer Agent to which the deliveries were made, upon application to the Transfer Agent, until such time as the Company has determined that delivery by mail will no longer be delayed. The Company will provide notice of any such determination not to mail made hereunder as soon as reasonably practicable after the making of such determination and in accordance with this Section 15(c). Such deliveries in such circumstances will constitute delivery to the persons entitled thereto.

16.	Disclosure of Interests in Exchangeable Shares

17.	Fractional Shares

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To:	Vail Resorts, Inc. (“Vail”)

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1.

The arrangement (the “Arrangement”) under Division 5 of Part 9 of the Business Corporations Act (British Columbia) involving Whistler Blackcomb Holdings Inc. (“Whistler”), pursuant to the arrangement agreement between Whistler, 1068877 B.C. Ltd. and Vail Resorts, Inc. dated August 5, 2016, as it may be modified, supplemented or amended from time to time in accordance with its terms (the “Arrangement Agreement”), as more particularly described and set forth in the management information circular of Whistler dated , 2016 (the “Circular”), and all transactions contemplated thereby, are hereby authorized, approved and adopted.

2.	The plan of arrangement of Whistler, as it has been or may be modified, supplemented or amended in accordance with the Arrangement Agreement and its terms (the “Plan of Arrangement”), the full text of which is set out as Appendix to the Circular, is hereby authorized, approved and adopted.

3.

The: (i) Arrangement Agreement and all the transactions contemplated therein; (ii) actions of the directors of Whistler in approving the Arrangement and the Arrangement Agreement; and (iii) actions of the directors and officers of Whistler in executing and delivering the Arrangement Agreement and any modifications, supplements or amendments thereto, and causing the performance by Whistler of its obligations thereunder, are hereby ratified and approved.

4.	Whistler is hereby authorized to apply for a final order from the Supreme Court of British Columbia (the “Court”) to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be, or may have been, modified, supplemented or amended).

5.

Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the holders of common shares of Whistler (the “Whistler Shareholders”) entitled to vote thereon or that the Arrangement has been approved by the Court, the directors of Whistler are hereby authorized and empowered, without further notice to or approval of the Whistler Shareholders: (i) to amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by their terms; and (ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and any related transactions.

6.

Any officer or director of Whistler is hereby authorized and directed, for and on behalf of Whistler, to execute or cause to be executed and to deliver or cause to be delivered, whether under the corporate seal of Whistler or otherwise, all such other documents and instruments and to perform or cause to be performed all such other acts and things as, in such person’s opinion, may be necessary or desirable to give full force and effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of any such other document or instrument or the doing of any such other act or thing.

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A.

In connection with an arrangement agreement (the “Arrangement Agreement”) dated August 5, 2016 among Vail, Exchangeco and Whistler Blackcomb Holdings Inc. (“Whistler”), Exchangeco is to issue exchangeable shares (the “Exchangeable Shares”) to certain holders of common shares of Whistler pursuant to an arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the “Arrangement”) on the terms and conditions set out in the Plan of Arrangement (as defined in the Arrangement Agreement).

B.	Pursuant to the Arrangement Agreement, Vail, Callco and Exchangeco are required to enter into an exchangeable share support agreement (the “Agreement”) substantially in the form of this Agreement.

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(a)	not take any action that will result in the declaration or payment of any dividend or make any other distribution on the Vail Shares unless:

(i)

Exchangeco shall (A) simultaneously declare or pay, as the case may be, an equivalent dividend or other distribution economically equivalent thereto (as determined in accordance with the Exchangeable Share Provisions) on the Exchangeable Shares (an “Equivalent Dividend”), and (B) have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable law and the Exchangeable Share Provisions, of any such Equivalent Dividend; or

(ii)	if the dividend or other distribution is a stock or share dividend or distribution of stock or shares, and if Exchangeco so chooses as an alternative to taking the action described in (i), in lieu of such dividend or other distribution on the Vail Shares, Exchangeco shall:

(A)	effect a corresponding, contemporaneous and economically equivalent subdivision of the outstanding Exchangeable Shares (as determined in accordance with the Exchangeable Share Provisions) (an “Equivalent Stock Subdivision”), and

(B)	have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivision;

(b)	advise Exchangeco sufficiently in advance of the declaration by Vail of any dividend or other distribution on the Vail Shares and take all such other actions as are reasonably necessary or desirable, in co-operation with Exchangeco, to ensure that:

(i)	the respective declaration date, record date and payment date for an Equivalent Dividend shall be the same as the declaration date, record date and payment date for the corresponding dividend or other distribution on the Vail Shares; or

(ii)

the record date and effective date for an Equivalent Stock Subdivision shall be the same as the record date and payment date for the corresponding stock or share dividend or distribution of stock or shares, in lieu of such a dividend or other distribution on the Vail Shares and that such Equivalent Stock Subdivision shall comply with the requirements of the stock exchange on which the Exchangeable Shares are then listed;

(c)

take all such actions and do all such things as are reasonably necessary or desirable to enable and permit Exchangeco, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share upon the liquidation, dissolution or winding-up of Exchangeco or any other distribution of the assets of Exchangeco among its shareholders for the purpose of winding up its affairs, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by Exchangeco, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit Exchangeco to deliver or cause to be delivered Vail Shares or other property to the holders of Exchangeable Shares in accordance with the provisions of Sections 5, 6 or 7, as the case may be, of the Exchangeable Share Provisions;

(d)

take all such actions and do all such things as are reasonably necessary or desirable to enable and permit the Trustee in accordance with applicable law to perform its obligations under the Voting and Exchange Trust Agreement, including, without limitation, all such actions and all such things as are reasonably necessary or desirable to enable and permit the Trustee in its capacity as trustee under the Voting and Exchange Trust Agreement to exercise such number of votes in respect of a Vail Meeting or a Vail Consent (as such terms are defined in the Voting and Exchange Trust Agreement) as is equal to the aggregate number of Exchangeable Shares outstanding at the relevant time other than those held by Vail and its affiliates;

(e)

take all such actions and do all such things as are reasonably necessary or desirable to enable and permit Vail or Callco, as the case may be, in accordance with applicable law, to perform its obligations arising upon the exercise by it of the Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right (as defined in the Plan of Arrangement) or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit Vail or Callco, as the case may be, to deliver or

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(f)

not exercise its vote as a shareholder of Exchangeco to initiate the voluntary liquidation, dissolution or winding up of Exchangeco or any other distribution of the assets of Exchangeco among its shareholders for the purpose of winding up its affairs, nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding up of Exchangeco or any other distribution of the assets of Exchangeco among its shareholders for the purpose of winding up its affairs.

(a)	as is equal to the sum of (i) the number of Exchangeable Shares issued and outstanding from time to time and (ii) the number of Exchangeable Shares issuable upon the exercise of all rights to acquire Exchangeable Shares outstanding from time to time; and

(b)	as are now and may hereafter be required to enable and permit each of Vail, Callco and Exchangeco to meet its obligations under the Voting and Exchange Trust Agreement, the Exchangeable Share Provisions and any other security or commitment relating to the Arrangement pursuant to which Vail may now or hereafter be required to issue or cause to be issued Vail Shares.

(a)

in the event of any determination by the board of directors of Exchangeco to institute voluntary liquidation, dissolution or winding-up proceedings with respect to Exchangeco or to effect any other distribution of the assets of Exchangeco among its shareholders for the purpose of winding up its affairs, at least 60 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution;

(b)

promptly upon the earlier of (i) receipt by Exchangeco of notice of, and (ii) Exchangeco otherwise becoming aware of, any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of Exchangeco or to effect any other distribution of the assets of Exchangeco among its shareholders for the purpose of winding up its affairs;

(c)	immediately, upon receipt by Exchangeco of a Retraction Request;

(d)	on the same date on which notice of redemption is given to holders of Exchangeable Shares, upon the determination of a Redemption Date in accordance with the Exchangeable Share Provisions;

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(e)	as soon as practicable upon the issuance by Exchangeco of any Exchangeable Shares or rights to acquire Exchangeable Shares (other than the issuance of Exchangeable Shares and rights to acquire Exchangeable Shares pursuant to the Arrangement); and

(f)	promptly, upon receiving notice of a Change of Law (as such term is defined in the Plan of Arrangement).

(1)

Vail covenants and agrees that it shall use its commercially reasonably efforts to (a) file a registration statement (the “Registration Statement”) on Form S-3 (or any successor form) under the U.S. Securities Act of 1933, as amended (the “1933 Act”) to register any and all of the Vail Shares to be issued or delivered to holders of the Exchangeable Shares by Vail or Callco (including, for greater certainty, pursuant to the Exchange Right or the Automatic Exchange Right), (b) cause the Registration Statement to become effective prior to the time that any Exchangeable Shares are first issued, and (c) cause the Registration Statement (or a successor registration statement) to remain effective at all times that any Exchangeable Shares remain outstanding. Without limiting the generality of the foregoing, Vail and Callco each covenant and agree that it will take all such actions and do all such things as are reasonably necessary or desirable to make such filings and seek such regulatory consents and approvals as are necessary so that the Vail Shares to be issued or delivered to holders of Exchangeable Shares by Vail or Callco pursuant to the terms of the Exchangeable Share Provisions, the Voting and Exchange Trust Agreement and this Agreement will be offered, sold, issued and delivered in compliance with the 1933 Act and all applicable state securities laws, and applicable securities laws in Canada and will use commercially reasonably efforts to ensure that the Vail Shares will not be “restricted securities” within the meaning of Rule 144 under the 1933 Act or subject to any “hold period” resale restriction under National Instrument 45-102 Resale of Securities. Vail will in good faith expeditiously take all such actions and do all such things as are reasonably necessary or desirable to cause all Vail Shares to be delivered to holders of Exchangeable Shares pursuant to the terms of the Exchangeable Share Provisions, the Voting and Exchange Trust Agreement and this Agreement to be listed, quoted and posted for trading on all stock exchanges and quotation systems on which outstanding Vail Shares have been listed by Vail and remain listed and are quoted or posted for trading at such time.

(2)

Notwithstanding any other provision of the Exchangeable Share Provisions, or any term of this Agreement, the Voting and Exchange Trust Agreement or the Plan of Arrangement, no Vail Shares shall be issued (and Vail will not be required to issue any Vail Shares) in connection with any liquidation, dissolution or winding-up of Exchangeco, or any retraction, redemption or any other exchange, direct or indirect, of Exchangeable Shares, if such issuance of Vail Shares would not be permitted by applicable laws.

(a)	Vail shall not without the prior approval of Exchangeco and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 11(b) of the Exchangeable Share Provisions:

(i)

issue or distribute Vail Shares (or securities exchangeable for or convertible into or carrying rights to acquire Vail Shares) to the holders of all or substantially all of the then outstanding Vail Shares by way of stock or share dividend or other distribution, other than an issue of Vail Shares (or securities exchangeable for or convertible into or carrying rights to acquire Vail Shares) to holders of Vail Shares (A) who exercise an option to receive dividends in Vail Shares (or securities exchangeable for or convertible into or carrying rights to acquire Vail Shares) in lieu of receiving cash dividends, or (B) pursuant to any dividend reinvestment plan or scrip dividend or similar arrangement; or

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(ii)	issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding Vail Shares entitling them to subscribe for or to purchase Vail Shares (or securities exchangeable for or convertible into or carrying rights to acquire Vail Shares); or

(iii)

issue or distribute to the holders of all or substantially all of the then outstanding Vail Shares (A) shares or securities of Vail of any class other than Vail Shares (or securities convertible into or exchangeable for or carrying rights to acquire Vail Shares), (B) rights, options, warrants or other assets other than those referred to in Section 2.6(1)(a)(ii), (C) evidence of indebtedness of Vail or (D) assets of Vail;

(b)	Vail shall not without the prior approval of Exchangeco and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 11(b) of the Exchangeable Share Provisions:

(i)	subdivide, redivide or change the then outstanding Vail Shares into a greater number of Vail Shares; or

(ii)	reduce, combine, consolidate or change the then outstanding Vail Shares into a lesser number of Vail Shares; or

(iii)	reclassify or otherwise change the Vail Shares or effect an amalgamation, merger, reorganization or other transaction affecting the Vail Shares;

(2)

The board of directors of Exchangeco shall determine, in good faith and in its sole discretion (with the assistance of such financial or other advisors as the board of may determine), “economic equivalence” for the purposes of any event referred to in Section 2.6(1)(a) or Section 2.6(1)(b) and each such determination shall be conclusive and binding on Vail. In making each such determination, the following factors shall, without excluding other factors determined by the board of directors of Exchangeco to be relevant, be considered by the board of directors of Exchangeco:

(a)	in the case of any stock or share dividend or other distribution payable in Vail Shares, the number of such shares issued as a result of such stock or share dividend or other distribution in proportion to the number of Vail Shares previously outstanding;

(b)

in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase Vail Shares (or securities exchangeable for or convertible into or carrying rights to acquire Vail Shares), the relationship between the exercise price of each such right, option or warrant, the number of such rights, options or warrants to be issued or distributed in respect of each Vail Share and the Current Market Price of a Vail Share, the price volatility of the Vail Shares and the terms of any such instrument;

(c)

in the case of the issuance or distribution of any other form of property (including without limitation any shares or securities of Vail of any class other than Vail Shares, any rights, options or warrants other than those referred to in Section 2.6(2)(b), any evidences of indebtedness of Vail or any assets of Vail), the relationship between the fair market value (as determined by the board of directors of Exchangeco in the manner above contemplated) of such property to be issued or distributed with respect to each outstanding Vail Share and the Current Market Price of a Vail Share;

(d)

in the case of any subdivision, redivision or change of the then outstanding Vail Shares into a greater number of Vail Shares or the reduction, combination, consolidation or change of the then outstanding Vail Shares into a lesser number of Vail Shares or any amalgamation, merger, arrangement, reorganization or other transaction affecting Vail Shares, the effect thereof upon the then outstanding Vail Shares; and

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(e)

in all such cases, the general taxation consequences of the relevant event to holders of Exchangeable Shares to the extent that such consequences may differ from the taxation consequences to holders of Vail Shares as a result of differences between taxation laws of Canada and the United States (except for any differing consequences arising as a result of differing marginal taxation rates and without regard to the individual circumstances of holders of Exchangeable Shares).

(3)

Exchangeco agrees that, to the extent required, upon due notice from Vail, Exchangeco shall use its best efforts to take or cause to be taken such steps as may be necessary for the purposes of ensuring that appropriate dividends are paid or other distributions are made by Exchangeco, or subdivisions, redivisions or changes are made to the Exchangeable Shares, in order to implement the required economic equivalence with respect to the Vail Shares and Exchangeable Shares as provided for in this Section 2.6.

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(a)

such other person or continuing corporation (the “Vail Successor”) by operation of law, becomes, without more, bound by the terms and provisions of this Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are necessary or advisable to evidence the assumption by the Vail Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such Vail Successor to pay and deliver or cause to be paid and delivered the same and its agreement to observe and perform all the covenants and obligations of Vail under this Agreement; and

(b)	such transaction shall be upon such terms and conditions as to preserve and not to impair any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shares.

(a)	in which Vail merges or amalgamates with, or in which all or substantially all of the then outstanding Vail Shares are acquired by, one or more other corporations to which Vail is, immediately before such merger, amalgamation or acquisition, “related” within the meaning of the Income Tax Act (Canada) (otherwise than by virtue of a right referred to in paragraph 251(5)(b) thereof);

(b)	which does not result in an acceleration of the Redemption Date in accordance with paragraph (ii) of the definition of Redemption Date in the Exchangeable Share Provisions; and

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(c)	in which all or substantially all of the then outstanding Vail Shares are converted into or exchanged for shares or rights to receive such shares (the “Other Shares”) or another corporation (the “Other Corporation”) that, immediately after such Vail Control Transaction, owns or controls, directly or indirectly, Vail;

(a)	adding to the covenants of any or all of the parties hereto if the board of directors of each of Vail, Callco and Exchangeco shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares;

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(b)	evidencing the succession of Vail Successors and the covenants of and obligations assumed by each such Vail Successor in accordance with the provisions of Article 3;

(c)

making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder which, in the good faith opinion of the board of directors of each of Vail, Callco and Exchangeco, it may be expedient to make, provided that each such board of directors shall be of the good faith opinion, after consultation with counsel, that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; or

(d)

making such changes or corrections hereto which, on the advice of counsel to Vail, Callco and Exchangeco, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error contained herein, provided that the boards of directors of each of Vail, Callco and Exchangeco shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.

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A.

In connection with an arrangement agreement (the “Arrangement Agreement”) dated August 5, 2016 among Vail, Exchangeco and Whistler Blackcomb Holdings Inc. (“Whistler”), Exchangeco is to issue exchangeable shares (the “Exchangeable Shares”) to certain holders of common shares of Whistler pursuant to an arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia) on the terms and conditions set out in the Plan of Arrangement (as defined in the Arrangement Agreement).

B.	Pursuant to the Arrangement Agreement, Vail, Callco and Exchangeco are required to enter into a voting and exchange trust agreement (the “Agreement”) substantially in the form of this Agreement.

C.	These recitals and any statements of fact in this Agreement are made by Vail, Callco and Exchangeco and not by the Trustee.

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(a)	the Trustee shall hold the Special Voting Share and the legal title thereto as trustee solely for the use and benefit of the Beneficiaries in accordance with the provisions of this Agreement; and

(b)

except as specifically authorized by this Agreement, the Trustee shall have no power or authority to sell, transfer, vote or otherwise deal in or with the Special Voting Share and the Special Voting Share shall not be used or disposed of by the Trustee for any purpose (including for exercising dissent or appraisal rights relating to the Special Voting Share) other than the purposes for which this Trust is created pursuant to this Agreement.

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(a)	the Trustee shall exercise the Voting Rights only on the basis of instructions received pursuant to this Article 4 from Beneficiaries on the record date established by Vail or by applicable law for such Vail Meeting or Vail Consent who are entitled to instruct the Trustee as to the voting thereof;

(b)	to the extent that no instructions are received from a Beneficiary with respect to the Voting Rights in respect of which such Beneficiary is entitled to instruct the Trustee, the Trustee shall not exercise or permit the exercise of such Voting Rights; and

(c)	without prejudice to paragraph (b) above, under no circumstances shall the Trustee exercise or permit the exercise of a number of Voting Rights which is greater than the number of Exchangeable Shares outstanding at the relevant time.

(1)

With respect to each Vail Meeting or Vail Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as Vail utilizes in communications to holders of Vail Shares, subject to applicable regulatory requirements and to the Trustee being advised in writing of such manner of communications and provided that such manner of communications is reasonably available to the Trustee) to each Beneficiary named in the applicable List on the same day as the mailing (or other communication) with respect thereto is commenced by Vail to its shareholders:

(a)	a copy of such mailing, together with any related materials, including, without limitation, any proxy circular or information statement or listing particulars, to be provided to shareholders of Vail;

(b)	a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Vail Meeting or Vail Consent or, pursuant to Section 4.7, to attend such Vail Meeting and to exercise personally the Beneficiary Votes thereat;

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(c)

a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give (A) a proxy to such Beneficiary or his, her or its designee to exercise personally such holder’s Beneficiary Votes, or (B) a proxy to a designated agent or other representative of Vail to exercise such holder’s Beneficiary Votes;

(d)	a statement that if no such instructions are received from such Beneficiary, the Beneficiary Votes to which the Beneficiary is entitled will not be exercised;

(e)	a form of direction such Beneficiary may use to direct and instruct the Trustee as contemplated herein; and

(f)

a statement of (A) the time and date by which such instructions must be received by the Trustee in order for such instructions to be binding upon the Trustee, which in the case of a Vail Meeting shall not be earlier than the close of business on the Business Day immediately prior to the date by which Vail has required proxies to be deposited for such meeting, and (B) of the method for revoking or amending such instructions.

(2)

The materials referred to in this Section 4.3 shall be provided to the Trustee by Vail, and the materials referred to in Sections 4.3(1)(b), 4.3(1)(c), 4.3(1)(d), 4.3(1)(e) and 4.3(1)(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, Vail shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Vail Shares. Vail agrees not to communicate with holders of Vail Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Vail may, at its option, exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as, in each case, Vail delivers a certificate to the Trustee stating that Vail has undertaken to perform the obligations of the Trustee set forth in this Section 4.3.

(3)

For the purpose of determining the number of Beneficiary Votes to which a Beneficiary is entitled in respect of any Vail Meeting or Vail Consent, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Vail or by applicable law for purposes of determining shareholders entitled to vote at such Vail Meeting or in respect of such Vail Consent. Vail shall notify the Trustee of any decision of the board of directors of Vail with respect to the calling of any Vail Meeting or any Vail Consent and shall provide all necessary information and materials to the Trustee in each case promptly and, in any event, in sufficient time to enable the Trustee to perform the obligations of the Trustee set forth in this Section 4.3.

(a)	received by the Trustee as the registered holder of the Special Voting Share and made available by Vail generally to the holders of Vail Shares; or

(b)	specifically directed to the Beneficiaries or to the Trustee for the benefit of the Beneficiaries by Vail.

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(1)

In connection with each Vail Meeting and Vail Consent, the Trustee shall exercise, either in person or by proxy, in accordance with the instructions received from a Beneficiary pursuant to Section 4.2, the Beneficiary Votes as to which such Beneficiary is entitled to direct the vote (or any lesser number thereof as may be set forth in the instructions) other than any Beneficiary Votes that are the subject of Section 4.8(2); provided, however, that such written instructions are received by the Trustee from the Beneficiary prior to the time and date fixed by the Trustee for receipt of such instruction in the notice given by the Trustee to the Beneficiary pursuant to Section 4.3.

(2)

To the extent so instructed in accordance with the terms of this Agreement, the Trustee shall cause a representative who is empowered by it to sign and deliver, on behalf of the Trustee, proxies for Voting Rights enabling a Beneficiary to attend a Vail Meeting. Upon submission by a Beneficiary (or its designee) named in the List prepared in connection with the relevant meeting of identification satisfactory to the Trustee’s representative, and at the Beneficiary’s request, such representative shall sign and deliver to such Beneficiary (or its designee) a proxy to exercise personally the Beneficiary Votes as to which such Beneficiary is otherwise entitled hereunder to direct the vote, if such Beneficiary either (i) has not previously given the Trustee instructions pursuant to Section 4.3 in respect of such meeting or (ii) submits to such representative written revocation of any such previous instructions. At such meeting, the Beneficiary (or its designee) exercising such Beneficiary Votes in accordance with such proxy shall have the same rights in respect of such Beneficiary

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(a)	the delivery by such holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right;

(b)	the occurrence of the automatic exchange of Exchangeable Shares for Vail Shares, as specified in Article 5 (unless Vail shall not have delivered the requisite Vail Shares deliverable in exchange therefor to the Trustee pending delivery to the Beneficiaries);

(c)	the retraction or redemption of Exchangeable Shares pursuant to Section 6 or 7 of the Exchangeable Share Provisions;

(d)	the effective date of the liquidation, dissolution or winding-up of Exchangeco or any other distribution of the assets of Exchangeco among its shareholders for the purpose of winding up its affairs pursuant to Section 5 of the Exchangeable Share Provisions; or

(e)

upon the purchase of Exchangeable Shares from the holder thereof by Vail or Callco, as the case may be, pursuant to the exercise by Vail or Callco of the Liquidation Call Right, the Redemption Call Right, the Change of Law Call Right or the Retraction Call Right (unless, in any case, Vail or Callco, as the case may be, shall not have delivered the requisite consideration deliverable in exchange therefor).

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(1)

Vail and, in the case of the Exchange Right, Callco hereby grant to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries (i) the right (the “Exchange Right”), upon the occurrence and during the continuance of an Insolvency Event, to require Vail or Callco to purchase from each or any Beneficiary all or any part of the Exchangeable Shares held by such Beneficiary, all in accordance with the provisions of this Agreement, and (ii) the Automatic Exchange Right. Each of Vail and Callco hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Beneficiaries of good and valuable consideration (and the adequacy thereof) for the grant of the Exchange Right and the Automatic Exchange Right by Vail or Callco, as the case may be, to the Trustee.

(2)	During the term of the Trust, and subject to the terms and conditions of this Agreement, the Trustee shall possess and be vested with full legal ownership of the Exchange Right and the Automatic Exchange Right and shall be entitled to exercise all of the rights and powers of an owner with respect to the Exchange Right and the Automatic Exchange Right, provided that the Trustee shall:

(a)	hold the Exchange Right and the Automatic Exchange Right and the legal title thereto as trustee solely for the use and benefit of the Beneficiaries in accordance with the provisions of this Agreement; and

(b)	except as specifically authorized by this Agreement, have no power or authority to exercise or otherwise deal in or with the Exchange Right or the Automatic Exchange Right, and the Trustee shall not exercise any such rights for any purpose other than the purposes for which the Trust is created pursuant to this Agreement.

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(a)

a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Vail or Callco to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Vail or Callco free and clear of all liens, claims, security interests and encumbrances, (iii) the names in which the certificates representing Vail Shares issuable in connection with the exercise of the Exchange Right are to be issued, and (iv) the names and addresses of the persons to whom such new certificates should be delivered; and

(b)	payment (or evidence satisfactory to Vail, Exchangeco and the Trustee of payment) of the taxes (if any) payable as contemplated by Section 5.8 of this Agreement;

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(1)	Vail shall give the Trustee written notice of each of the following events (each, a “Liquidation Event”) at the time set forth below:

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(a)

in the event of any determination by the board of directors of Vail to institute voluntary liquidation, dissolution or winding-up proceedings with respect to Vail or to effect any other distribution of assets of Vail among its shareholders for the purpose of winding up its affairs, at least 30 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution; and

(b)

as soon as practicable following the earlier of (A) receipt by Vail of notice of, and (B) Vail otherwise becoming aware of any instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of Vail or to effect any other distribution of assets of Vail among its shareholders for the purpose of winding up its affairs, in each case where Vail has failed to contest in good faith any such proceeding commenced in respect of Vail within 30 days of becoming aware thereof.

(2)	As soon as practicable following receipt by the Trustee from Vail of notice of a Liquidation Event, the Trustee shall give notice thereof to the Beneficiaries. Such notice shall be provided by Vail to the Trustee and shall include a brief description of the automatic exchange of Exchangeable Shares for Vail Shares provided for in Section 5.12(3) (the “Automatic Exchange Right”).

(3)

In order that the Beneficiaries will be able to participate on a pro rata basis with the holders of Vail Shares in the distribution of assets of Vail in connection with a Liquidation Event, immediately prior to the effective date (the “Liquidation Event Effective Date”) of a Liquidation Event, each of the then outstanding Exchangeable Shares (other than Exchangeable Shares held by Vail and its affiliates) shall be automatically exchanged for one Vail Share. To effect such automatic exchange, Vail shall purchase each such Exchangeable Share outstanding immediately prior to the Liquidation Event Effective Date, and each Beneficiary shall sell each Exchangeable Shares held by it at such time, free and clear of any lien, claim or encumbrance, for a purchase price per share equal to the Exchangeable Share Price immediately prior to the Liquidation Event Effective Date, which price shall be satisfied in full by Vail delivering to such holder the Exchangeable Share Consideration representing such Exchangeable Share Price. For greater certainty, the Beneficiary shall upon delivery of the Exchangeable Share Consideration cease to have any rights to be paid by Exchangeco any amount in respect of declared and unpaid dividends on the Exchangeable Shares.

(4)

The closing of the transaction of purchase and sale contemplated by any exercise of the Automatic Exchange Right shall be deemed to have occurred at the close of business on the Business Day immediately prior to the Liquidation Event Effective Date, and each Beneficiary shall be deemed to have transferred to Vail all of such Beneficiary’s right, title and interest in and to the Exchangeable Shares held by such Beneficiary free and clear of any lien, claim or encumbrance and the related interest in the Trust Estate, any right of each such Beneficiary to receive declared and unpaid dividends from Exchangeco shall be deemed to be satisfied and discharged, and each such Beneficiary shall cease to be a holder of such Exchangeable Shares and Vail shall deliver or cause to be delivered to the Trustee, for delivery to such Beneficiary, the Exchangeable Share Consideration deliverable to such Beneficiary upon such exercise of the Automatic Exchange Right. Concurrently with each such Beneficiary ceasing to be a holder of Exchangeable Shares, such Beneficiary shall be considered and deemed for all purposes to be the holder of the Vail Shares included in the Exchangeable Share Consideration to be delivered to such Beneficiary and the certificates held by such Beneficiary previously representing the Exchangeable Shares exchanged by the Beneficiary with Vail pursuant to the exercise of the Automatic Exchange Right shall thereafter be deemed to represent the Vail Shares issued to such Beneficiary by Vail pursuant to the exercise of the Automatic Exchange Right. Upon the request of any Beneficiary and the surrender by such Beneficiary of Exchangeable Share certificates deemed to represent Vail Shares, duly endorsed in blank and accompanied by such instruments of transfer as Vail may reasonably require, Vail shall deliver or cause to be delivered to such Beneficiary certificates representing the Vail Shares of which the Beneficiary is the holder.

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(1)	The rights, powers, duties and authorities of the Trustee under this Agreement, in its capacity as Trustee of the Trust, shall include:

(a)	receipt and deposit of the Special Voting Share from Vail as trustee for and on behalf of the Beneficiaries in accordance with the provisions of this Agreement;

(b)	granting proxies and distributing materials to Beneficiaries as provided in this Agreement;

(c)	voting the Beneficiary Votes on the direction and behalf of the Beneficiaries in accordance with the provisions of this Agreement;

(d)	receiving the grant of the Exchange Right from Vail and Callco, and the Automatic Exchange Right from Vail, as trustee for and on behalf of the Beneficiaries in accordance with the provisions of this Agreement;

(e)

exercising the Exchange Right and enforcing the benefit of the Automatic Exchange Right, in each case in accordance with the provisions of this Agreement, and in connection therewith receiving from Beneficiaries any requisite documents and distributing to such Beneficiaries the Exchangeable Share Consideration to which such Beneficiaries are entitled pursuant to the exercise of the Exchange Right or the Automatic Exchange Right, as the case may be;

(f)	holding title to the Trust Estate;

(g)	investing any moneys forming, from time to time, a part of the Trust Estate as provided in this Agreement;

(h)	taking action at the direction of a Beneficiary or Beneficiaries to enforce the obligations of Vail, Callco and Exchangeco under this Agreement; and

(i)	taking such other actions and doing such other things as are specifically provided in this Agreement to be carried out by the Trustee.

(2)

In the exercise of such rights, powers, duties and authorities, the Trustee shall have (and is granted) such incidental and additional rights, powers, duties and authority not in conflict with any of the provisions of this Agreement as the Trustee, acting in good faith and in the reasonable exercise of its discretion, may deem necessary, appropriate or desirable to effect the purpose of the Trust. Any exercise of such discretionary rights, powers, duties and authorities by the Trustee shall be final, conclusive and binding upon all persons. For greater certainty, the Trustee shall have only those duties as are set out specifically in this Agreement.

(3)	The Trustee, in exercising its rights, powers, duties and authorities hereunder, shall act honestly and in good faith and with a view to the best interests of the Beneficiaries and shall exercise the care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances.

(4)	The Trustee shall not be bound to give notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall be specifically required to do so under the terms hereof; nor shall the Trustee be required to take any notice of, or to do, or to take any act, action or proceeding as a result of any default or breach of any

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(b)	consult, communicate and otherwise deal with the respective registrars and transfer agents, and with any such subsequent registrar or transfer agent, of the Exchangeable Shares and Vail Shares; and

(c)	requisition, from time to time, from any such registrar or transfer agent, any information readily available from the records maintained by it which the Trustee may reasonably require for the discharge of its duties and responsibilities under this Agreement.

(2)

Each of Vail and Callco irrevocably authorizes its respective registrar and Transfer Agent to comply with all such requests and covenants that it shall supply the Trustee or its transfer agent, as the case may be, in a timely manner with duly executed share certificates for the purpose of completing the exercise from time to time of all rights to acquire Vail Shares hereunder, under the Exchangeable Share Provisions and under any other security or commitment given to the Beneficiaries pursuant thereto, in each case pursuant to the provisions hereof or of the Exchangeable Share Provisions or otherwise.

(a)	the property and funds comprising the Trust Estate as of that date;

(b)	the number of exercises of the Exchange Right, if any, and the aggregate number of Exchangeable Shares received by the Trustee on behalf of Beneficiaries in consideration of the issuance and delivery by Vail or Callco of Vail Shares in connection with the Exchange Right, during the calendar year ended on such [December 31]; and

(c)	any action taken by the Trustee in the performance of its duties under this Agreement which it had not previously reported.

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(1)

The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the request, order or direction of any Beneficiary upon such Beneficiary furnishing to the Trustee reasonable funding, security or indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, provided that no Beneficiary shall be obligated to furnish to the Trustee any such funding, security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Special Voting Share pursuant to Article 4, subject to Section 6.15, and with respect to the Exchange Right and the Automatic Exchange Right pursuant to Article 5.

(2)	None of the provisions contained in this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, or authorities unless funded, given security and indemnified as aforesaid.

(1)

Vail, Callco and/or Exchangeco shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by Vail, Callco and/or Exchangeco or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement, including in respect of the Voting Rights, the Exchange Right or the Automatic Exchange Right and the taking of any other action to be taken by the Trustee at the request of or on the application of Vail, Callco and/or Exchangeco promptly if and when:

(a)	such evidence is required by any other Section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 6.9; or

(b)	the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives Vail, Callco and/or Exchangeco written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice.

(2)	Such evidence shall consist of an Officer’s Certificate of Vail, Callco and/or Exchangeco or a statutory declaration or a certificate made by persons entitled to sign an Officer’s Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement.

(3)	Whenever such evidence relates to a matter other than the Voting Rights or the Exchange Right or the Automatic Exchange Right or the taking of any other action to be taken by the Trustee at the request or on the application of Vail, Callco and/

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(4)	Each statutory declaration, Officer’s Certificate, opinion or report furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence:

(a)	declaring that such person has read and understands the provisions of this Agreement relating to the condition in question;

(b)	describing the nature and scope of the examination or investigation upon which such person based the statutory declaration, certificate, statement or opinion; and

(c)	declaring that such person has made such examination or investigation as such person believes is necessary to enable such person to make the statements or give the opinions contained or expressed therein.

(a)

in relation to these presents act and rely on the opinion or advice of or information obtained from any solicitor, attorney, auditor, accountant, appraiser, valuer or other expert, whether retained by the Trustee or by Vail, Callco and/or Exchangeco or otherwise, and may retain or employ such assistants as may be necessary to the proper discharge of its powers and duties and determination of its rights hereunder and may pay proper and reasonable compensation for all such legal and other advice or assistance as aforesaid;

(b)	employ such agents and other assistants as it may reasonably require for the proper determination and discharge of its powers and duties hereunder; and

(c)	pay reasonable remuneration for all services performed for it (and shall be entitled to receive reasonable remuneration for all services performed by it) in the discharge of the trusts hereof and compensation for all reasonable disbursements, costs and expenses made or incurred by it in the discharge of its duties hereunder and in the management of the Trust.

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(1)

If conflicting claims or demands are made or asserted with respect to any interest of any Beneficiary in any Exchangeable Shares, including any disagreement between the heirs, representatives, successors or assigns succeeding to all or any part of the interest of any Beneficiary in any Exchangeable Shares, resulting in conflicting claims or demands being made in connection with such interest, then the Trustee shall be entitled, in its sole discretion, to refuse to recognize or to comply with any such claims or demands. In so refusing, the Trustee may elect not to exercise any Voting Rights, Exchange Right, Automatic Exchange Right or other rights subject to such conflicting claims or demands and, in so doing, the Trustee shall not be or become liable to any person on account of such election or its failure or refusal to comply with any such conflicting claims or demands. The Trustee shall be entitled to continue to refrain from acting and to refuse to act until:

(a)	the rights of all adverse claimants with respect to the Voting Rights, Exchange Right, Automatic Exchange Right or other rights subject to such conflicting claims or demands have been adjudicated by a final judgement of a court of competent jurisdiction and all rights of appeal have expired; or

(b)	all differences with respect to the Voting Rights, Exchange Right, Automatic Exchange Right or other rights subject to such conflicting claims or demands have been conclusively settled by a valid written agreement binding on all such adverse claimants, and the Trustee shall have been furnished with an executed copy of such agreement certified to be in full force and effect.

(2)	If the Trustee elects to recognize any claim or comply with any demand made by any such adverse claimant, it may in its discretion require such claimant to furnish such surety bond or other security satisfactory to the Trustee as it shall deem appropriate to fully indemnify it as between all conflicting claims or demands.

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(1)

Vail, Callco and Exchangeco jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without bad faith, fraud, gross negligence, recklessness or wilful misconduct on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Vail, Callco or Exchangeco pursuant hereto.

(2)

The Trustee shall promptly notify Vail, Callco and Exchangeco of a claim or of any action commenced against any Indemnified Parties promptly after the Trustee or any of the Indemnified Parties shall have received written assertion of such a claim or action or have been served with a summons or other first legal process giving information as to the nature and basis of the claim or action; provided, however, that the omission to so notify Vail, Callco or Exchangeco shall not relieve Vail, Callco or Exchangeco of any liability which any of them may have to any Indemnified Party except to the extent that any such delay prejudices the defence of any such claim or action or results in any increase in the liability which Vail, Callco or Exchangeco have under this indemnity. Subject to (ii) below, Vail, Callco and Exchangeco shall be entitled to participate at their own expense in the defence and, if Vail, Callco and Exchangeco so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless (i) the employment of such counsel has been authorized by Vail, Callco or Exchangeco, or (ii) the named parties to any such suit include both the Trustee and Vail, Callco or Exchangeco and the Trustee shall have been advised by counsel acceptable to Vail, Callco and Exchangeco that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Vail, Callco or Exchangeco and that, in the judgement of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Vail, Callco and Exchangeco shall not have the right to assume the defence

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(a)

such other person or continuing corporation (the “Vail Successor”), by operation of law, becomes, without more, bound by the terms and provisions of this Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, a trust agreement supplemental hereto and such other instruments (if any) as are necessary or advisable to evidence the assumption by the Vail Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such Vail Successor to pay and deliver or cause to be paid and delivered the same and its agreement to observe and perform all the covenants and obligations of Vail under this Agreement; and

(b)	such transaction shall be upon such terms and conditions as to substantially preserve and not impair any of the rights, duties, powers and authorities of the Trustee or the holders of the Exchangeable Shares.

(a)	in which Vail merges or amalgamates with, or in which all or substantially all of the then outstanding Vail Shares are acquired by, one or more other corporations to which Vail is, immediately before such merger, amalgamation or acquisition, “related” within the meaning of the Income Tax Act (Canada) (otherwise than by virtue of a right referred to in paragraph 251(5)(b) thereof);

(b)	which does not result in an acceleration of the Redemption Date in accordance with paragraph (ii) of the definition of Redemption Date in the Exchangeable Share Provisions; and

(c)	in which all or substantially all of the then outstanding Vail Shares are converted into or exchanged for shares or rights to receive such shares (the “Other Shares”) of another corporation (the “Other Corporation”) that, immediately after such Vail Control Transaction, owns or controls, directly or indirectly, Vail;

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(a)	adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board of directors of each of Vail, Callco and Exchangeco shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries;

(b)	evidencing the succession of Vail Successors and the covenants of and obligations assumed by each such Vail Successor in accordance with the provisions of Article 10;

(c)

making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder which, in the good faith opinion of the board of directors of each of Vail, Callco and Exchangeco and in the opinion of the Trustee it may be expedient to make, provided that each such board of directors and the Trustee shall be of the good faith opinion, after consultation with counsel, that such amendments or modifications will not be prejudicial to the rights or interests of the Beneficiaries; or

(d)

making such changes or corrections which, on the advice of counsel to Vail, Callco, Exchangeco and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that each such board of directors and the Trustee shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the Beneficiaries.

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(a)	evidencing the succession of Vail Successors and the covenants of and obligations assumed by each such Vail Successor in accordance with the provisions of Article 10 and the successors of the Trustee or any successor trustee in accordance with the provisions of Article 9;

(b)

making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Right which, in the opinion of the Trustee, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to Vail, Callco, Exchangeco, the Trustee or this Agreement; and

(c)	for any other purposes not inconsistent with the provisions of this Agreement, including without limitation to make or evidence any amendment or modification to this Agreement as contemplated hereby; provided that, in the opinion of the Trustee, the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

(a)	no outstanding Exchangeable Shares are held by a Beneficiary;

(b)	each of Vail, Callco and Exchangeco elects in writing to terminate the Trust and such termination is approved by the Beneficiaries in accordance with Section 11(b) of the Exchangeable Share Provisions; and

(c)	21 years after the death of the last survivor of the descendants of His Majesty King George VI of Canada and the United Kingdom of Great Britain and Northern Ireland living on the date of the creation of the Trust.

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(a)

Organization and Qualification. Whistler is duly continued and validly existing under the BCBCA and has the corporate power and authority to own its assets and conduct its business as now owned and conducted. Whistler is duly qualified to carry on business in each jurisdiction in which its assets and properties, owned, leased, licensed or otherwise held, or the nature of its activities makes such qualification necessary, except where the failure to be so qualified will not, individually or in the aggregate, have a Whistler Material Adverse Effect. True and complete copies of the constating documents of Whistler have been disclosed in the Data Room, and no action has been taken to amend or supersede such documents.

(b)

Authority Relative to this Agreement. Whistler has the requisite corporate power and authority to enter into this Agreement and the agreements and other documents to be entered into by it hereunder and, subject to obtaining the Whistler Shareholder Approval and the Final Order, to perform its obligations hereunder and thereunder. The execution and delivery and performance of this Agreement, the Arrangement and the agreements and other documents to be entered into by it hereunder and the consummation by Whistler of the transactions contemplated hereunder and thereunder have been duly authorized by the Whistler Board and no other corporate proceedings on the part of Whistler are necessary to authorize this Agreement and the agreements and other documents to be entered into by it hereunder or the consummation of the Arrangement, other than obtaining the Whistler Shareholder Approval and the Final Order. This Agreement has been duly executed and delivered by Whistler and constitutes a valid and binding obligation of Whistler, enforceable by Vail against Whistler in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency and other applicable Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.

(c)	No Conflict; Required Filings and Consent. The execution and delivery by Whistler of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):

(i)	violate, conflict with or result in a breach of:

(A)	any provision of the notice of articles, articles, by-laws or other constating documents of Whistler or any of its Subsidiaries;

(B)	any Contract or Authorization to which Whistler or any of its Subsidiaries is a party or by which Whistler or any of its Subsidiaries is bound, except as would not, individually or in the aggregate, have or reasonably be expected to have a Whistler Material Adverse Effect; or

(C)	any Law to which Whistler or any of its Subsidiaries is subject or by which Whistler or any of its Subsidiaries is bound, subject to receipt of the Regulatory Approvals and except as would not, individually or in the aggregate, have or reasonably be expected to have a Whistler Material Adverse Effect;

(ii)

give rise to any right of termination, allow any Person to exercise any rights, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Whistler is entitled, under any Contract or Authorization to which Whistler or any of its Subsidiaries is a party, except as would not, individually or in the aggregate, have or reasonably be expected to have a Whistler Material Adverse Effect; or

(iii)

give rise to any rights of first refusal or rights of first offer, trigger any change of control provision or any restriction or limitation, or require any consent or other action by any Person under, any Contract or Authorization, or result in the imposition of any Lien upon any of Whistler’s assets or the assets of any of its Subsidiaries, except as would not, individually or in the aggregate, have or reasonably be expected to have a Whistler Material Adverse Effect.

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(d)	Subsidiaries.

(i)

All of Whistler’s Subsidiaries or interests (whether registered or beneficial) in any Person are set forth in Section 3.1(d)(i) of the Whistler Disclosure Letter. Whistler is a general partner and holds 74.8% of the limited partnership interests in the Partnerships. The following information with respect to each Subsidiary of Whistler is accurately set out in Section 3.1(d)(i) the Whistler Disclosure Letter: (i) its name; (ii) the number, type and principal amount, as applicable, of its outstanding equity securities or other equity interests and a list of registered holders of capital stock or other equity interests; and (iii) its jurisdiction of incorporation, organization or formation.

(ii)

Each Subsidiary of Whistler that is a limited partnership has been duly created and is validly existing under the laws of the Province of British Columbia and each such limited partnership’s general partner has the corporate power and authority, in its capacity as general partner of the limited partnership, to own its assets and conduct its business as now being owned and conducted by it, for and on behalf of the limited partnership.

(iii)

Each Subsidiary of Whistler that is a corporation is duly incorporated and is validly existing under the Laws of its jurisdiction of incorporation, has the corporate power and authority to own its assets and conduct its business as now owned and conducted. Each Subsidiary of Whistler is duly qualified to carry on business in each jurisdiction in which its assets and properties, owned, leased, licensed or otherwise held, or the nature of its activities make such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, have a Whistler Material Adverse Effect.

(iv)

Whistler is, directly or indirectly, the registered and beneficial owner of all of the issued and outstanding securities of each Whistler Subsidiary, free and clear of all Liens, and all such securities have been duly and validly authorized and issued, are fully paid, and if the Subsidiary is a corporation, are non-assessable. No such securities have been have been issued in violation of any Law or pre-emptive or similar rights.

(v)	True and complete copies of the constating documents of each of Whistler’s Subsidiaries have been disclosed in the Data Room, and no action has been taken to amend or supersede such documents.

(e)	Compliance with Laws and Constating Documents.

(i)

The operations of Whistler and its Subsidiaries have been since January 1, 2014 and are now conducted in material compliance with all Laws of each jurisdiction, the Laws of which have been and are now applicable to the operations of Whistler or of any of its Subsidiaries and none of Whistler or any of its Subsidiaries has received any notice of any alleged violation of any such Laws, other than non-compliance or violations which, individually or in the aggregate, would not have a Whistler Material Adverse Effect.

(ii)	None of Whistler or any of its Subsidiaries is in conflict with, or in default under or in violation of its articles or by-laws or equivalent organizational documents.

(f)

Authorizations. Whistler and its Subsidiaries have obtained all Authorizations necessary for the ownership, operation and use of the assets of Whistler and its Subsidiaries or otherwise in connection with carrying on the business and operations of Whistler and its Subsidiaries in compliance with all applicable Laws, except where the failure to have any such Authorization, individually or in the aggregate, would not have a Whistler Material Adverse Effect. Such Authorizations are in full force and effect in accordance with their terms. Whistler and its Subsidiaries have fully complied with and are in compliance with all material Authorizations, except, in each case, for such non-compliance which, individually or in the aggregate, would not have a Whistler Material Adverse Effect. There is no action, investigation or proceeding pending or, to the knowledge of Whistler threatened, regarding any such Authorizations, which if successful, would, individually or in the aggregate,

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(g)	Capitalization and Listing.

(i)

The authorized share capital of Whistler consists of an unlimited number of Whistler Shares and an unlimited number of preferred shares. As of the date of this Agreement there are (A) 38,154,729 Whistler Shares validly issued and outstanding as fully-paid and non-assessable shares of Whistler; (B) no preferred shares issued or outstanding; (C) 733,047 outstanding Whistler Options providing for the issuance of up to 733,047 Whistler Shares upon the exercise thereof; (D) Whistler RSUs that will result in the issuance of up to 21,910 Whistler Shares upon the vesting thereof in accordance with the Whistler Omnibus Incentive Plan; and (E) Whistler Performance Awards that will result in the issuance of up to 148,132 Whistler Shares upon vesting in accordance with the Whistler Omnibus Incentive Plan. All outstanding Whistler Shares have been, and all Whistler Shares issuable upon the exercise or vesting of rights under the Whistler Options, the Whistler RSUs and the Whistler Performance Awards in accordance with their terms have been duly authorized and, upon issuance, will be, validly issued as fully paid and non-assessable and are not and will not be subject to or issued in violation of, any pre-emptive rights. Except for the Whistler Options, Whistler RSUs and Whistler Performance Awards referred to in this Section (g)(i), there are no issued, outstanding or authorized options, warrants, conversion privileges, calls, or pre-emptive, redemption, repurchase, stock appreciation or other rights, shareholder rights plans, agreements, arrangements, commitments or obligations of Whistler or any of its Subsidiaries to issue or sell any shares in the capital of Whistler or shares, partnership interests or other equity interests of any of its Subsidiaries or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire or subscribe for any shares in the capital of Whistler or shares, partnership interests or other equity interests of any of its Subsidiaries or the value of which is based on the value of the securities of Whistler or any of its Subsidiaries, and other than the Whistler Omnibus Incentive Plan, there are no equity or security based compensation arrangements maintained by Whistler. No Person is entitled to any pre-emptive or other similar right granted by Whistler or any of its Subsidiaries.

(ii)

The Whistler Disclosure Letter sets forth a schedule, as of the date hereof, aggregating all outstanding grants to holders of Whistler Options, Whistler RSUs and Whistler Performance Awards and the number, exercise price, date of grant, expiration dates, vesting schedules and, to the extent to which such securities are vested and exercisable, identifying whether such vesting or exercise may be accelerated as a result, either alone or together with another event or occurrence, of the Arrangement of such Whistler Option, Whistler RSU and Whistler Performance Award.

(iii)

As of the date hereof, there are no outstanding obligations of Whistler or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Whistler Shares or any shares of, or partnership interests or other equity interests in, any of its Subsidiaries or, except as disclosed in the Whistler Disclosure Letter, qualify securities for public distribution in Canada or elsewhere, or with respect to the voting or disposition of any securities of Whistler or any of its Subsidiaries. No Subsidiary of Whistler owns any Whistler Shares.

(iv)	All outstanding securities of Whistler have been issued in material compliance with all applicable Laws and any pre-emptive or similar rights applicable to them.

(v)	The Whistler Employee Share Plans and the issuance of Whistler Shares under such plans (including all outstanding Whistler Options, Whistler RSUs and Whistler Performance Awards) have been recorded on Whistler’s financial statements in accordance with GAAP, and no such grants involved any “back dating,” “forward dating,” “spring loading” or similar practices.

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(vi)

There are no issued, outstanding or authorized bonds, debentures or other evidences of indebtedness of Whistler or its Subsidiaries or any other agreements, arrangements, instruments or commitments of any kind outstanding giving any Person, directly or indirectly, the right to vote (or that are convertible or exercisable for securities having the right to vote) with Whistler Shareholders on any matter.

(vii)	As of the date hereof, all dividends or distributions on securities of Whistler that have been declared or authorized have been paid in full.

(viii)	The Whistler Shares are listed and posted for trading on the TSX.

(h)

Shareholder and Similar Agreements. Neither Whistler nor any of its Subsidiaries is party to any shareholder, pooling, voting trust or other similar agreement or arrangement relating to the issued and outstanding shares in the capital of Whistler or any of its Subsidiaries or pursuant to which any Person may have any right or claim in connection with any existing or past equity interest in Whistler or any of its Subsidiaries and Whistler has not adopted a shareholder rights plan or any other similar plan or agreement.

(i)	Reporting Issuer Status and Stock Exchange Compliance.

(i)

As of the date hereof, Whistler is a reporting issuer not in default (or the equivalent) under Canadian Securities Laws in each of the provinces and territories of Canada. There is no Order delisting, suspending or cease trading any securities of Whistler. The Whistler Shares are listed and posted for trading on the TSX, and are not listed on any market other than TSX, and Whistler is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the TSX.

(ii)

Whistler has not taken any action to cease to be a reporting issuer in any province or territory nor has Whistler received notification from the British Columbia Securities Commission or any other applicable securities commissions or securities regulatory authority of a province or territory of Canada seeking to revoke Whistler’s reporting issuer status. No delisting, suspension of trading or cease trade or other order or restriction with respect to any securities of Whistler is pending, in effect, has been threatened, or is expected to be implemented or undertaken, and Whistler is not subject to any formal or informal review, enquiry, investigation or other proceeding relating to any such order or restriction.

(j)	U.S. Securities Law Matters.

(i)

There is no class of securities of Whistler which is registered pursuant to Section 12 of the U.S. Exchange Act, nor is Whistler subject to any reporting obligation (whether active or suspended) pursuant to section 15(d) of the U.S. Exchange Act. Whistler is not, and has never been, subject to any requirement to register any class of its equity securities pursuant to Section 12(g) of the U.S. Exchange Act.

(ii)	Whistler is not an investment company registered or required to be registered under the U.S. Investment Company Act of 1940.

(iii)	Whistler is not, has not previously been and on the Effective Date will not be a “shell company” (as defined in Rule 405 under the U.S. Securities Act).

(k)

Reports. Since August 5, 2015, Whistler has timely filed true and correct copies of Whistler Public Documents that Whistler is required to file under Canadian Securities Laws (including “documents affecting the rights of securityholders” and “material contracts” required to be filed by Part 12 of National Instrument 51-102 - Continuous Disclosure Obligations). Whistler Public Documents at the time filed (A) did not contain any misrepresentation; and (B) complied in all material respects with the requirements of applicable Canadian Securities Laws. Any amendments to the Whistler Public Documents required to be made have been filed on a timely basis with the applicable Governmental Entity. Whistler has not filed any confidential material change report with any Governmental Entity which at the date hereof remains confidential or any other confidential filings (including redacted filings) filed under Canadian Securities Laws or with any Governmental Entity.

(l)	There are no outstanding or unresolved comments in comment letters from any Securities Authority with respect to any of the Whistler Public Documents and, to the knowledge of Whistler, neither Whistler nor any of the

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(m)	Financial Statements.

(i)

The audited consolidated financial statements for Whistler as of and for each of the fiscal years ended on September 30, 2015 and September 30, 2014 (including any notes or schedules thereto, the auditor’s report thereon and related management’s discussion and analysis) and the interim unaudited consolidated financial statements for Whistler for the three and six month period ended March 31, 2016 (including any notes or schedules thereto and related management’s discussion and analysis) have been, and all financial statements of Whistler (including any notes or schedules thereto and related management’s discussion and analysis) which are publicly disseminated by Whistler in respect of any subsequent periods prior to the Effective Date will be, prepared in accordance with IFRS applied on a basis consistent with prior periods and all applicable Laws and present fairly, in all material respects, the assets, liabilities (whether accrued, absolute, contingent or otherwise), consolidated financial position and results of operations of Whistler and its Subsidiaries as of the respective dates thereof and its results of operations and cash flows for the respective periods covered thereby (except as may be indicated expressly in the notes thereto).

(ii)	There are no off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships of Whistler or any of its Subsidiaries with unconsolidated entities or other Persons.

(iii)	The financial books, records and accounts of Whistler and each of its Subsidiaries: (i) have been maintained, in all material respects, in accordance with IFRS, and (ii) accurately and fairly reflect the basis for Whistler’s financial statements.

(iv)

The management of Whistler has established and maintains a system of disclosure controls and procedures (as such term is defined in National Instrument 52-109 - Certification of Disclosure in Issuers’ Annual and Interim Filings) designed to provide reasonable assurance that information required to be disclosed by Whistler in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws imposed by Governmental Entities is recorded, processed, summarized and reported within the time periods specified by such Laws imposed by such Governmental Entities. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Whistler in its annual filings, interim filings or other reports filed or submitted under the applicable Laws imposed by Governmental Entities is accumulated and communicated to Whistler’s management, including its chief executive officer and chief financial officer (or Persons performing similar functions), as appropriate to allow timely decisions regarding required disclosure.

(v)

Whistler maintains internal control over financial reporting (as such term is defined in National Instrument 52-109 - Certification of Disclosure in Issuers’ Annual and Interim Filings). Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS and includes policies and procedures that (A) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Whistler and its Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that receipts and expenditures of Whistler and its Subsidiaries are being made only with authorizations of management and directors of Whistler and its Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Whistler or its Subsidiaries that could have a material effect on its financial statements. To the knowledge of Whistler, as of the date of this Agreement (x) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Whistler that are reasonably likely to adversely affect the ability of Whistler to record, process, summarize and report financial information; and (y) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Whistler.

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(vi)

None of Whistler, any of its Subsidiaries or, to the knowledge of Whistler, any director, officer, employee, auditor, accountant or representative of Whistler or any of its Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Whistler or any of its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Whistler or any of its Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Whistler Board.

(n)	Undisclosed Liabilities.

(i)

Neither Whistler nor any of its Subsidiaries has any material liabilities or obligations of any nature, whether or not accrued, contingent, absolute, determined, determinable or otherwise, required to be disclosed in the liabilities column of a balance sheet prepared in accordance with IFRS, except for (a) liabilities and obligations that are specifically presented on the unaudited consolidated balance sheet of Whistler as of March 31, 2016 (the “Whistler Balance Sheet”) or disclosed in the notes thereto; (b) those incurred in the ordinary course of business since the date of the Whistler Balance Sheet and consistent with past practice; and (c) those incurred in connection with the execution of this Agreement.

(ii)	As of the date hereof, the principal amount of all indebtedness for borrowed money of Whistler and its Subsidiaries, including capital leases, is disclosed in Section 3.1(n)(ii) of the Whistler Disclosure Letter.

(o)	Real Property and Personal Property.

(i)

Whistler and its Subsidiaries have good and marketable title or valid leasehold title or valid licence tenure, as the case may be, to all real property (including fixtures thereto) owned, leased or licenced by Whistler and its Subsidiaries which is material to the Whistler business, free and clear of all Liens, except (A) for Permitted Liens or (B) as such real property may be subject to First Nations land claims in respect of aboriginal rights and title to Crown lands in British Columbia.

(ii)	Whistler and its Subsidiaries own, lease or licence all real property and own or lease all personal property as is necessary for them to conduct their business as presently conducted.

(iii)	Whistler and its Subsidiaries have good and valid title to, or a valid and enforceable interest (whether a leasehold interest or otherwise) in, all material personal or movable property owned or leased, or purported to be owned or leased or otherwise held or used by them, free and clear of all Liens, except Permitted Liens.

(iv)	There are no pending, or to the knowledge of Whistler, threatened condemnation or expropriation proceedings with respect to any real property owned, leased or licenced or otherwise held by Whistler or any of its Subsidiaries.

(v)	No Person has any right of first refusal, undertaking or commitment or any right or privilege capable of becoming such, to purchase any real property (or any portion thereof or interest therein) or any of the material assets owned or leased or otherwise held by Whistler or its Subsidiaries, or any part thereof or interest therein, except in connection with the Arrangement.

(vi)	No material breach of any covenant affecting the titles to real property owned, leased or licenced by Whistler and its Subsidiaries is outstanding.

(vii)	There are no disputes regarding boundaries, easements, covenants or other matters relating to any real property owned or leased by Whistler and its Subsidiaries, that could reasonably be expected to have, individually or in the aggregate, a Whistler Material Adverse Effect, except for First Nations land claims in respect of aboriginal rights and title to Crown lands in British Columbia.

(viii)	The current use of any real property owned, leased or licenced by Whistler and its Subsidiaries that is material to the business of Whistler and its Subsidiaries, taken as a whole, is the lawful use under the

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(ix)	All required consents and approvals have been obtained in respect of the development of any real property owned, leased or licenced by Whistler and its Subsidiaries and any alteration, extension or other improvement thereof, except as would not, individually or in the aggregate, reasonably be expected to have a Whistler Material Adverse Effect.

(p)	First Nations.

(i)	The Crown lands which are the subject matter of the Development Agreements are within the traditional territory of the Squamish and Lil'wat nations and are subject to aboriginal rights claims and title claims by such First Nations, and, to the knowledge of Whistler, no other aboriginal groups.

(ii)	Other than as set forth in the Whistler Disclosure Letter, none of Whistler nor any of its Subsidiaries has entered into any written or oral agreement with any First Nations.

(q)	Environmental Matters.

(i)	Whistler and its Subsidiaries have been and are in compliance with all Environmental Laws, except as would not reasonably be expected to have, individually or in the aggregate, a Whistler Material Adverse Effect.

(ii)

Except as would not reasonably be expected to have, individually or in the aggregate, a Whistler Material Adverse Effect, none of Whistler, its Subsidiaries or any other Person has Released any Hazardous Substances (in each case except in compliance with applicable Environmental Laws) on, at, in, under or from the real properties, currently owned or leased by Whistler or by any of its Subsidiaries.

(iii)	There are no pending claims, notices, complaints, penalties, prosecutions or any other judicial or administrative proceedings against Whistler, any of its Subsidiaries arising out of any Environmental Laws, except as would not reasonably be expected to have, individually or in the aggregate, a Whistler Material Adverse Effect.

(iv)

To the knowledge of Whistler, there has not been: (A) any written Order which relates to Environmental Laws that would reasonably be expected to have, individually or in the aggregate, a Whistler Material Adverse Effect; or (B) since January 1, 2014, any written demand or notice with respect to a material breach of any Environmental Law in each case applicable to Whistler or any of its Subsidiaries.

(r)

Intellectual Property. Whistler and its Subsidiaries have sufficient rights to use or otherwise exploit the Intellectual Property necessary to carry on the business now operated by them and there is no proceeding pending or, to the knowledge of the Whistler, threatened by any Person challenging Whistler’s or its Subsidiaries’ rights in or to such intellectual property which is used for the conduct of the business as currently carried on as set forth in the Whistler Public Documents. To the knowledge of Whistler, the conduct of the business as currently carried on as set forth in the Whistler Public Documents, including the use of Intellectual Property, does not infringe upon Intellectual Property of any Person in any material respect. To the knowledge of Whistler, no Person is currently infringing upon any of the Intellectual Property owned by Whistler or its Subsidiaries in any material respect.

(s)	Employment Matters.

(i)

No employee of Whistler has any agreement as to length of notice or severance payment required to terminate his or her employment other than such as results by Law from the employment of an employee without an agreement as to notice or severance and there are no (A) retention or change of control agreements or any other agreements providing for retention, severance, change of control or termination payments to any director or executive officer or employee of Whistler and its Subsidiaries, or (B) plans, programs, bonus pools or other arrangement that would entitle any Whistler employee to a payment in circumstances involving a change of control of Whistler.

(ii)	Except as provided in this Agreement, the execution, delivery and performance of this Agreement and the consummation of the Arrangement will not (A) result in any material payment (including bonus,

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(iii)

None of Whistler or any of its Subsidiaries (A) is a party to any collective bargaining agreement with respect to any Whistler employees or any contract with any employee association, or (B) is subject to any application for certification or, to the knowledge of Whistler, threatened or apparent union-organizing campaigns for employees not covered under a collective bargaining agreement and no trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent holds bargaining rights with respect to any employees of Whistler by way of certification, interim certification, voluntary recognition or succession rights. There is no labour strike, dispute, work slowdown or stoppage pending or involving, or to the knowledge of Whistler threatened against Whistler or any of its Subsidiaries and no such event has occurred within the last two (2) years.

(iv)	None of Whistler or any of its Subsidiaries are, or have been, engaged in any unfair labour practice and no unfair labour practice complaint, grievance or arbitration proceeding is pending or, to the knowledge of Whistler, threatened against Whistler or any of its Subsidiaries.

(v)	No trade union has applied to have Whistler or any of its Subsidiaries declared a common or related employer pursuant to the Labour Relations Code (British Columbia) or any similar legislation in any jurisdiction in which Whistler or any of its Subsidiaries carries on business.

(vi)

None of Whistler or any of its Subsidiaries is subject to any current, pending or, to the knowledge of Whistler, threatened claim, complaint or proceeding for wrongful dismissal, constructive dismissal or any other tort claim relating to employment or termination of employment of employees or independent contractors, or under any applicable Law with respect to employment and labour, except for such claims, complaints or proceedings which individually or in the aggregate would not be reasonably expected to have a Whistler Material Adverse Effect.

(vii)

Whistler and its Subsidiaries are in material compliance with all terms and conditions of employment and all applicable Laws with respect to employment and labour, including employment and labour standards, occupational health and safety, workers’ compensation, human rights, labour relations and privacy and there are no current, pending, or to the knowledge of Whistler, threatened proceedings before any court, board or tribunal with respect to any of the areas listed herein, except for such proceedings which individually or in the aggregate would not be reasonably expected to have a Whistler Material Adverse Effect.

(viii)	Vail has been provided with true and complete copies of all material Whistler Employee Share Plans and there are no Contracts between (A) Whistler or any of its Subsidiaries on the one hand and (B) any participant in a Whistler Employee Share Plan which would result in a Whistler Option vesting solely as a result of the transaction contemplated by this Agreement.

(t)	Absence of Certain Changes or Events. Since September 30, 2015, and except as otherwise permitted by Section 5.1:

(i)	Whistler and its Subsidiaries have conducted their respective businesses only in the ordinary course of business consistent with past practice, except as would not, individually or in the aggregate, have or reasonably be expected to have a Whistler Material Adverse Effect and since March 31, 2016 in the ordinary course of business consistent with past practice;

(ii)	there has not been any acquisition or disposition by Whistler or any of its Subsidiaries of any material property or assets;

(iii)	no liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) which has had, or is reasonably likely to have, individually or in the aggregate, a Whistler Material Adverse Effect has been incurred;

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(iv)	there has not been any event, circumstance or occurrence which has had, or is reasonably likely to give rise to, individually or in the aggregate, a Whistler Material Adverse Effect;

(v)	there has not been any material change in the accounting practices used by Whistler and its Subsidiaries except as disclosed in the interim financial statements for the three and six month period ending March 31, 2016;

(vi)

except for ordinary course adjustments (including as permitted under the Whistler Employee Share Plans) or as contemplated by this Agreement, there has not been any material increase in the salary, bonus, or other remuneration payable by Whistler or any of its Subsidiaries to any of their respective directors, officers, employees or consultants, and there has not been any amendment or modification to the vesting or exercisability schedule or criteria, including any acceleration, right to accelerate or acceleration event or other entitlement under any stock option, restricted stock, deferred compensation or other compensation award or any grant to such director, officer, employee or consultant of any increase in severance or termination pay or any increase or modification of any bonus, pension, insurance or benefit arrangement made to, for or with any of such directors, officers, employees or consultants;

(vii)	except as disclosed in the Whistler Public Documents, there has not been any redemption, repurchase or other acquisition of Whistler Shares by Whistler, or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, shares or property) with respect to the Whistler Shares;

(viii)	there has not been any entering into, or any amendment of, any Whistler Material Contract other than in the ordinary course of business consistent with past practice;

(ix)	there has not been any satisfaction or settlement of any material claims or material liabilities that were not reflected in Whistler’s audited financial statements, other than the settlement of claims or liabilities incurred in the ordinary course of business; and

(x)	there has not been a material change in the level of accounts receivable or payable, inventories or employees, other than those changes in the ordinary course of business consistent with past practice.

(u)

Litigation. There is no court, administrative, regulatory or similar proceeding (whether civil, quasi-criminal or criminal), arbitration or other dispute, settlement procedure, or any claim, action, suit, demand, arbitration, charge, indictment, hearing or other similar civil, quasi-criminal or criminal, administrative or investigative matter or proceeding, or to the knowledge of Whistler, any investigation or inquiry by or complaint before any Governmental Entity (collectively, “Proceedings”) against or involving Whistler or any of its Subsidiaries or any of their respective properties or assets pending or, to the knowledge of Whistler, threatened and, to the knowledge of Whistler, no event has occurred which would reasonably be expected to give rise to any Proceeding, in each case which, if adversely determined, would reasonably be expected to have a Whistler Material Adverse Effect or would significantly impede the ability of Whistler to consummate the Arrangement.

(v)	Taxes.

(i)	each of Whistler and its Subsidiaries has duly and in a timely manner made or prepared all Tax Returns required to be made or prepared by it, and duly and in a timely manner filed all Tax Returns required to be filed by it with the appropriate Governmental Entity, and all such Tax Returns were complete and correct in all material respects;

(ii)

Whistler and each of its Subsidiaries has paid all Taxes, including instalments on account of Taxes for the current year required by applicable Law, which are due and payable by it whether or not assessed by the appropriate Governmental Entity and Whistler has provided adequate accruals in accordance with IFRS in the most recently published financial statements of Whistler for any Taxes of Whistler and each of its Subsidiaries for the period covered by such financial statements that have not been paid whether or not shown as being due on any Tax Returns, except in each case where the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Whistler Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Whistler

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(iii)

each of Whistler and its Subsidiaries has duly and timely withheld all Taxes required by Law to be withheld by it (including Taxes required to be withheld by it in respect of any amount paid or credited or deemed to be paid or credited by it to or for the benefit of any Person) and has duly and timely remitted to the appropriate Governmental Entity such Taxes or other amounts required by Law to be remitted by it, except where the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Whistler Material Adverse Effect;

(iv)

each of Whistler and its Subsidiaries has duly and timely collected all amounts on account of any sales, use or transfer Taxes, including goods and services, harmonized sales, provincial and territorial sales taxes and state and local taxes, required by Law to be collected by it and has duly and timely remitted to the appropriate Governmental Entity such amounts required by Law to be remitted by it, except where the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Whistler Material Adverse Effect;

(v)	there are no material proceedings, investigations, audits or claims now pending against Whistler or any of its Subsidiaries in respect of any Taxes and there are no material matters under discussion, audit or appeal with any Governmental Entity relating to Taxes;

(vi)	for the purposes of the Tax Act and any other relevant Tax purposes:

(A)	Whistler is resident in Canada and is not resident in any other country; and

(B)	each of its Subsidiaries is resident in the jurisdiction in which it was formed, and is not resident in any other country;

(vii)	there are no Liens for Taxes upon any properties or assets of Whistler or any of its Subsidiaries (other than Liens (A) relating to Taxes not yet due and payable and for which adequate reserves have been recorded on the most recent balance sheet included in Whistler’s audited financial statements; and (B) which would not, individually or in the aggregate, have a Whistler Material Adverse Effect);

(viii)

each of Whistler and its Subsidiaries has not, and has never been deemed to have for purposes of the Tax Act, acquired or had the use of property for proceeds greater than the fair market value thereof from, or disposed of property for proceeds less than the fair market value thereof to, or received or performed services or had the use of property for other than the fair market value from or to, or paid or received interest or any other amount other than at a fair market value rate to or from, any Person with whom it does not deal at arm’s length within the meaning of the Tax Act. For all transactions between Whistler or any of its Subsidiaries, on the one hand, and any non-resident Person with whom Whistler or any of its Subsidiaries was not dealing at arm’s length for the purposes of the Tax Act, on the other hand, Whistler or its Subsidiary, as the case may be, has made or obtained records or documents that satisfy the requirements of paragraphs 247(4)(a) to (c) of the Tax Act; and

(ix)	there are no circumstances existing which could result in the application of section 17, subsection 18(4), section 78, section 79, or sections 80 to 80.04 of the Tax Act to each of Whistler and its Subsidiaries.

(w)	Books and Records. The corporate records and minute books of Whistler and its Subsidiaries are currently maintained in accordance with applicable Laws and are complete and accurate in all material respects.

(x)

Insurance. Policies of insurance are in force naming Whistler as an insured that adequately cover all risks as are customarily covered by businesses in the industry in which Whistler operates and Whistler and its Subsidiaries are in compliance in all material respects with all requirements with respect to such policies. Whistler has disclosed in the Data Room, true and complete copies of all such policies (including copies of all written amendments, supplements and other modifications thereto or waivers of rights thereunder) and the most recent inspection reports received from insurance underwriters. All such policies shall remain in force and effect (subject to taking into account insurance market conditions and offerings and industry practices) and shall not be cancelled or otherwise terminated as a result of the transactions contemplated herein.

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(y)	Non-Arm’s Length Transactions.

(z)	Benefit Plans.

(i)

All of the Whistler Employee Share Plans are and have been established, registered, qualified and administered in accordance with all applicable Laws in all material respects and in accordance with their terms, the terms of the material documents that support such Whistler Employee Share Plans and the terms of agreements between Whistler and its Subsidiaries and the employees (present and former) who are members of, or beneficiaries under, such Whistler Employee Share Plans.

(ii)

Except as would not reasonably be expected to have, individually or in the aggregate, a Whistler Material Adverse Effect, (A) all current obligations of Whistler regarding the Whistler Employee Share Plans have been satisfied and (B) all contributions, premiums or Taxes required to be made or paid by Whistler by applicable Laws or under the terms of each Whistler Employee Share Plan have been made in a timely fashion in accordance with applicable Laws and the terms of such Whistler Employee Share Plan.

(iii)	There are no material pension or retirement income plans of Whistler.

(iv)	The costs of funding the Whistler Benefit Plans are, in all material respects, described in the Whistler Public Documents.

(v)

Each Whistler Benefit Plan has been established, registered, amended, funded, administered, and invested in all material respects in accordance with its terms and applicable Laws and any contributions required to be made under each material Whistler Benefit Plan, as of the date hereof, have been timely made in accordance with the terms of such Whistler Benefit Plan and applicable Laws, and all obligations in respect of each material Whistler Benefit Plan have been properly accrued and reflected in the audited consolidated financial statements for Whistler in accordance with IFRS as of and for the fiscal year ended on September 30, 2015, including the notes thereto and the report by Whistler’s auditors thereon. All employer and employee payments, contributions and premiums required to be remitted, paid to or in respect of each material Whistler Benefit Plan have been paid or remitted in a timely fashion in accordance with its terms and all Laws in all material respects. To the knowledge of Whistler, there are no investigations by a Governmental Entity or material claims (other than routine claims for payment of benefits) pending or threatened involving any material Whistler Benefit Plan or its assets, and no facts exist which could reasonably be expected to give rise to any such investigation order or material claim (other than routine claims for payment of benefits).

(vi)	No event has occurred respecting any material Whistler Benefit Plan which would entitle a Person (without the consent of Whistler) to wind-up or terminate any Whistler Benefit Plan in whole or in part, except where such wind-up or termination would not reasonably be expected to have a Whistler Material Adverse Effect.

(vii)	To the knowledge of Whistler, there has been no amendment to, announcement by Whistler or any of its Subsidiaries relating to or change in employee participation, coverage, or benefits provided under, any material Whistler Benefit Plan which would increase materially the expense of maintaining such plan above the level of the expense incurred therefor for the most recent fiscal year.

(viii)	There are no material unfunded liabilities in respect of any material Whistler Benefit Plan which provides pension benefits, superannuation benefits or retirement savings, including any “registered pension plans” as that term is defined in the Tax Act, or any supplemental pension plans (including going concern unfunded liabilities, solvency deficiencies or wind-up deficiencies, where applicable).

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(ix)	No liabilities or obligations under any of the Whistler Benefit Plans in respect of any employees on disability would, individually or in the aggregate, reasonably be expected to have a Whistler Material Adverse Effect.

(x)	None of the Whistler Benefit Plans, or any insurance contract relating thereto, require or permit a retroactive increase in premiums or payments on termination of the Whistler Benefit Plan or any insurance contract relating thereto, except where such increase or payments, individually or in the aggregate, would not have a Whistler Material Adverse Effect.

(xi)	All material data necessary to administer each material Whistler Benefit Plan is in the possession of Whistler or its agents.

(aa)

Restrictions on Business Activities. There is no Contract or Order binding upon Whistler or any of its Subsidiaries that has or could reasonably be expected to have the effect of prohibiting, restricting or materially impairing any business practice of Whistler or any of its Subsidiaries or the conduct of business by Whistler or any of its Subsidiaries as currently conducted (including following the transaction contemplated by this Agreement) other than Contracts or Orders which would not, individually or in the aggregate, reasonably be expected to have a Whistler Material Adverse Effect.

(bb)

Material Contracts. True and complete copies of the Whistler Material Contracts have been disclosed in the Data Room. Whistler and its Subsidiaries have performed in all material respects all respective obligations required to be performed by them to date under the Whistler Material Contracts and neither Whistler nor any of its Subsidiaries is in material breach or default under any Whistler Material Contract to which it is a party or bound, nor does Whistler have knowledge of any condition that with the passage of time or the giving of notice or both would result in such a breach or default. To the knowledge of Whistler, there is no material breach or default under (nor, to the knowledge of Whistler, does there exist any condition which with the passage of time or the giving of notice or both would result in such a breach or default under) any such Whistler Material Contract by any other party thereto. All Whistler Material Contracts are legal, valid, binding and in full force and effect and are enforceable by Whistler (or a Subsidiary of Whistler, as the case may be) in accordance with their respective terms (subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity) and are the product of fair and arms’ length negotiations between the parties thereto. Whistler has not received any written or, to the knowledge of Whistler, other notice that any party to a Whistler Material Contract intends to cancel, terminate or otherwise modify or not renew its relationship with Whistler or any of its Subsidiaries, and, to the knowledge of Whistler, no such action has been threatened.

(cc)

Corrupt Practices Legislation. To the knowledge of Whistler, neither Whistler, its Subsidiaries or any of their respective officers, directors or employees acting on behalf of Whistler or any of its Subsidiaries has taken, committed to take or been alleged to have taken any action which would cause Whistler or any of its Subsidiaries to be in violation of the United States’ Foreign Corrupt Practices Act, the Corruption of Foreign Public Officials Act (Canada) and the Bribery Act 2010 (United Kingdom) or any applicable Law of similar effect.

(dd)

Brokers; Expenses. Except for the fees to be paid to Greenhill & Co. Canada Ltd. pursuant to its engagement letter with Whistler dated September 11, 2015 (the aggregate amount of fees as disclosed in Section 3.1(dd) of the Whistler Disclosure Letter), a true and complete copy of which has been disclosed in the Data Room, none of Whistler, any of its Subsidiaries, or any of their respective officers, directors or employees has employed any broker, finder, investment banker, financial advisor or other person or incurred any liability for any brokerage fees, commissions, finder’s fees, financial advisory fees or other similar fees in connection with the transactions contemplated by this Agreement.

(ee)

No “Collateral Benefit”. To the knowledge of Whistler, no related party of Whistler (within the meaning of MI 61-101) together with its associated entities, beneficially owns or exercises control or direction over 1% or more of the outstanding Whistler Shares, except for related parties who will not receive a “collateral benefit” (within the meaning of such instrument) as a consequence of the transactions contemplated by this Agreement.

(ff)	As of the date hereof:

(i)	Greenhill & Co. Canada Ltd., financial advisor to the Special Committee of the Whistler Board, has delivered an oral opinion to the Whistler Board to the effect that as of the date of such opinion, subject to the assumptions and limitations set out therein, the Consideration to be received by Whistler

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(ii)	Whistler has been authorized by Greenhill & Co. Canada Ltd. to permit inclusion of the Fairness Opinion and references thereto in the Whistler Circular.

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(a)

Organization and Qualification. Vail is duly incorporated and validly existing under the laws of the State of Delaware and has the corporate power and authority to own its assets and conduct its business as now owned and conducted. Exchangeco is duly incorporated and validly existing under the laws of the Province of British Columbia and has the corporate power and authority to own its assets and conduct its business as now owned and conducted. Each of Vail and Exchangeco is duly qualified to carry on business in each jurisdiction in which its assets and properties, owned, leased, licensed or otherwise held, or the nature of its activities makes such qualification necessary, except where the failure to be so qualified will not, individually or in the aggregate, have a Vail Material Adverse Effect. True and complete copies of the constating documents of Vail and Exchangeco have been provided to Whistler, and neither Vail nor Exchangeco has taken any action to amend or supersede such documents.

(b)

Authority Relative to this Agreement. Each of Vail and Exchangeco has the requisite corporate power and authority to enter into this Agreement and the agreements and other documents to be entered into by it hereunder and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the agreements and other documents to be entered into by Vail and Exchangeco hereunder and the consummation by Vail and Exchangeco of the transactions contemplated hereunder and thereunder have been duly authorized by the Vail Board and the board of directors of Exchangeco, respectively, and no other corporate proceedings on the part of Vail or Exchangeco are necessary to authorize this Agreement and the agreements and other documents to be entered into by it hereunder or the consummation of the Arrangement. This Agreement has been duly executed and delivered by each of Vail and Exchangeco and constitutes a valid and binding obligation of each Vail and Exchangeco, enforceable by Whistler against Vail and Exchangeco in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency and other applicable Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.

(c)	No Conflict; Required Filings and Consent. The execution and delivery by Vail and Exchangeco of this Agreement and the performance by each of them of its obligations hereunder and the completion of the Arrangement do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):

(i)	violate, conflict with or result in a breach of:

(A)	any provision of the articles, by-laws or other constating documents of Vail or any of its Subsidiaries, except as would not, individually or in the aggregate, have or reasonably be expected to have a Vail Material Adverse Effect;

(B)	any Vail Material Contract or Authorization to which Vail or any of its Subsidiaries is a party or by which Vail or any of its Subsidiaries is bound, except as would not, individually or in the aggregate, have or reasonably be expected to have a Vail Material Adverse Effect; or

(C)	any Law to which Vail or any of its Subsidiaries is subject or by which Vail or any of its Subsidiaries is bound, subject to receipt of the Regulatory Approvals and except as would not, individually or in the aggregate, have or reasonably be expected to have a Vail Material Adverse Effect;

(ii)

give rise to any right of termination, allow any Person to exercise any rights, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Vail is entitled, under any Vail Material Contract or Authorization to which Vail or any of its Subsidiaries is a party, except as would not, individually or in the aggregate, have or reasonably be expected to have a Vail Material Adverse Effect; or

(iii)

give rise to any rights of first refusal or rights of first offer, trigger any change of control provision or any restriction or limitation under any Vail Material Contract or Authorization, or result in the imposition of any Lien upon any of Vail’s assets or the assets of any of its Subsidiaries, except as would not, individually or in the aggregate, have or reasonably be expected to have a Vail Material Adverse Effect.

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(d)	Compliance with Laws and Constating Documents. To the knowledge of Vail:

(i)

the operations of Vail and its Subsidiaries have been since January 1, 2014 and are now conducted in material compliance with all Laws of each jurisdiction, the Laws of which have been and are now applicable to the operations of Vail or of any of its Subsidiaries and none of Vail or any of its Subsidiaries has received any notice of any alleged violation of any such Laws, other than non-compliance or violations which, individually or in the aggregate, would not have a Vail Material Adverse Effect; and

(ii)	Vail is not in conflict with, or in default under or in violation of its articles or by-laws or equivalent organizational documents.

(e)

Authorizations. Vail and its Subsidiaries have obtained all material Authorizations necessary for the ownership, operation and use of the assets of Vail and its Subsidiaries or otherwise in connection with carrying on the business and operations of Vail and its Subsidiaries in compliance with all applicable Laws, except where the failure to have any such Authorization, individually or in the aggregate, would not have a Vail Material Adverse Effect. Such Authorizations are valid, in full force and effect in accordance with their terms, and Vail and its Subsidiaries have fully complied with and are in compliance with all material Authorizations, except, in each case, for such non-compliance which, individually or in the aggregate, would not have a Vail Material Adverse Effect. To the knowledge of Vail, there is no action, investigation or proceeding pending or threatened regarding any such Authorizations, which if successful, would, individually or in the aggregate, reasonably be expected to have a Vail Material Adverse Effect. To the knowledge of Vail, none of Vail or any of its Subsidiaries has received any notice, whether written or oral, of revocation or non-renewal of any such Authorizations, or of any intention of any Person to revoke or refuse to renew any of such Authorizations, except in each case, for revocations or non-renewals which, individually or in the aggregate, would not have a Vail Material Adverse Effect and, to the knowledge of Vail, all such Authorizations continue to be effective in order for Vail and its Subsidiaries to continue to conduct their respective businesses as they are currently being conducted. To the knowledge of Vail, no Person other than Vail or a Subsidiary thereof owns or has any proprietary, financial or other interest (direct or indirect) in any such Authorizations, except for interests which, individually or in the aggregate, would not have a Vail Material Adverse Effect.

(f)	Capitalization and Listing.

(i)

The authorized share capital of Vail consists of 100,000,000 Vail Shares and 25,000,000 shares of preferred stock. As of the date of this Agreement there are: (A) 41,614,641 Vail Shares validly issued and outstanding as fully-paid and non-assessable shares of Vail, of which 5,434,977 are treasury shares; (B) no shares of preferred stock issued or outstanding; (C) 260,316 outstanding Vail RSUs providing for the issuance of 260,316 Vail Shares upon the exercise thereof; and (D) 2,380,824 outstanding Vail SARs. All Vail Shares have been, and all Vail Shares issuable upon the vesting or exercise of the Vail RSUs and Vail SARs, as the case may be, in accordance with their terms have been duly authorized and, upon issuance, will be, validly issued as fully paid and non-assessable. Except for the Vail RSUs and Vail SARs referred to in this Section (f)(i), as of the date of this Agreement, there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments or obligations of Vail or any of its Subsidiaries to issue or sell any shares in the capital of Vail or of any of its Subsidiaries or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any shares of Vail or any of its Subsidiaries, and other than the Vail Employee Share Plans, there are no equity or security based compensation arrangements maintained by Vail. As of the date of this Agreement, except as set forth in this Section (f)(i), no Person has any right, whether pre-emptive or contractual, to any unissued Vail Shares.

(ii)	All outstanding securities of Vail have been issued in material compliance with all applicable Laws.

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(iii)	There are no bonds, debentures or other evidences of indebtedness of Vail or its Subsidiaries outstanding having the right to vote (or that are convertible or exercisable for securities having the right to vote) with Vail Shareholders on any matter.

(iv)	The Vail Shares to be issued at the Effective Time will be duly and validly issued by Vail and fully paid and nonassessable. Prior to the Effective Time, Vail will reserve for issuance the Vail Shares to be issued upon conversion of the Exchangeable Shares.

(g)

Registrant Status and Stock Exchange Compliance. Vail is an SEC registrant. There is no Order delisting, suspending or cease trading any securities of Vail. The Vail Shares are listed and posted for trading on the NYSE, and are not listed or quoted on any market other than the NYSE, and Vail is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE.

(h)	U.S. Securities Law Matters.

(i)	The Vail Shares are registered pursuant to Section 12(b) of the U.S. Exchange Act and Vail is in compliance with its reporting obligation pursuant to Section 13 of the U.S. Exchange Act.

(ii)	Other than the Vail Shares, Vail does not have, nor is it required to have, any class of securities registered under the U.S. Exchange Act, nor is Vail subject to any reporting obligation (whether active or suspended) pursuant to section 15(d) of the U.S. Exchange Act.

(iii)	Vail is not an investment company registered or required to be registered under the Investment Company Act of 1940, as amended.

(i)	WTO Investor. Vail is a “WTO investor” within the meaning of the Investment Canada Act.

(j)

Reports. Since August 5, 2015, Vail has timely filed true and correct copies of Vail Public Documents that Vail is required to file under U.S. Securities Laws, other than such documents that the failure to file would, individually or in the aggregate, not have a Vail Material Adverse Effect. Vail Public Documents at the time filed (A) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (B) complied in all material respects with the requirements of applicable U.S. Securities Laws. Any amendments to Vail Public Documents required to be made under U.S. Securities Laws have been filed on a timely basis.

(k)	Financial Statements.

(i)

The audited consolidated financial statements for Vail as of and for each of the fiscal years ended on July 31, 2015 and July 31, 2014 including the notes thereto and the interim consolidated financial statements for Vail for the three and nine month period ended April 30, 2016 including the notes thereto have been, and all financial statements of Vail which are publicly disseminated by Vail in respect of any subsequent periods prior to the Effective Date will be, prepared in accordance with U.S. GAAP applied on a basis consistent with prior periods and all applicable Laws and present fairly, in all material respects, the assets, liabilities (whether accrued, absolute, contingent or otherwise), consolidated financial position and results of operations of Vail and its Subsidiaries as of the respective dates thereof and its results of operations and cash flows for the respective periods covered thereby (except as may be indicated expressly in the notes thereto).

(ii)

The management of Vail has established and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Vail in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws imposed by Governmental Entities is recorded, processed, summarized and reported within the time periods specified by such Laws imposed by such Governmental Entities. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Vail in its annual filings, interim filings or other reports filed or submitted under the applicable Laws imposed by Governmental Entities is accumulated and communicated to Vail’s management, including

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(iii)

Vail maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP and includes policies and procedures that (A) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Vail and its Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures of Vail and its Subsidiaries are being made only with authorizations of management and directors of Vail and its Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Vail or its Subsidiaries that could have a material effect on its financial statements. To the knowledge of Vail, as of the date of this Agreement (x) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Vail that are reasonably likely to adversely affect the ability of Vail to record, process, summarize and report financial information; and (y) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Vail.

(iv)

None of Vail, any of its Subsidiaries or, to the knowledge of Vail, any director, officer, employee, auditor, accountant or representative of Vail or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Vail or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion, or claim that Vail or any of its Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Vail Board.

(l)

Undisclosed Liabilities. None of Vail or any of its Subsidiaries has any material liabilities or obligations of any nature, whether or not accrued, contingent, absolute, determined, determinable, or otherwise, required to be disclosed in the liabilities column of a balance sheet prepared in accordance with U.S. GAAP, except for (a) liabilities and obligations that are specifically presented on the unaudited consolidated balance sheet of Vail as at April 30, 2016 (the “Vail Balance Sheet”) or disclosed in the notes thereto; (b) those incurred in the ordinary course of business since the date of the Vail Balance Sheet and consistent with past practice; and (c) those incurred in connection with the execution of this Agreement.

(m)	Litigation. To the knowledge of Vail, there are no investigations by Governmental Entities, actions, suits or proceedings in progress, pending or threatened against Vail or any of its Subsidiaries, which if successful, would reasonably be expected to have a Vail Material Adverse Effect or would significantly impede the ability of Vail to consummate the Arrangement.

(n)	Ownership of Whistler Shares. Except as disclosed in Section 4.1(n) of the Vail Disclosure Letter, none of Vail or any of its Subsidiaries or affiliates or any Person acting jointly or in concert with them in respect of the transactions contemplated by this Agreement beneficially owns or exercises control or direction over any securities of Whistler.

(o)	Taxes.

(i)	each of Vail and its Subsidiaries has duly and in a timely manner made or prepared all Tax Returns required to be made or prepared by it, and duly and in a timely manner filed all Tax Returns required to be filed by it with the appropriate Governmental Entity, and all such Tax Returns were complete and correct in all material respects;

(ii)	Vail and each of its Subsidiaries has paid all Taxes, including instalments on account of Taxes for the current year required by applicable Law, which are due and payable by it whether or not assessed by the appropriate Governmental Entity and Vail has provided adequate accruals in accordance with U.S.

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(iii)

each of Vail and its Subsidiaries has duly and timely withheld all Taxes required by Law to be withheld by it (including Taxes required to be withheld by it in respect of any amount paid or credited or deemed to be paid or credited by it to or for the benefit of any Person) and has duly and timely remitted to the appropriate Governmental Entity such Taxes or other amounts required by Law to be remitted by it, except where the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Vail Material Adverse Effect;

(iv)

each of Vail and its Subsidiaries has duly and timely collected all amounts on account of any sales, use or transfer Taxes, including goods and services, harmonized sales, provincial and territorial sales taxes and state and local taxes, required by Law to be collected by it and has duly and timely remitted to the appropriate Governmental Entity such amounts required by Law to be remitted by it, except where the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Vail Material Adverse Effect;

(v)	there are no material proceedings, investigations, audits or claims now pending against Vail or any of its Subsidiaries in respect of any Taxes and there are no material matters under discussion, audit or appeal with any Governmental Entity relating to Taxes;

(vi)	for any relevant Tax purposes:

(A)	Vail is resident in the United States and is not resident in any other country; and

(B)	each of its Subsidiaries is resident in the jurisdiction in which it was formed, and is not resident in any other country; and

(vii)	there are no Liens for Taxes upon any properties or assets of Vail or any of its Subsidiaries (other than Liens (A) relating to Taxes not yet due and payable and for which adequate reserves have been recorded on the most recent balance sheet included in Vail’s audited financial statements; and (B) which would not, individually or in the aggregate, have a Vail Material Adverse Effect).

(p)

Restrictions on Business Activities. There is no Contract or Order binding upon Vail or any of its Subsidiaries that has or could reasonably be expected to have the effect of prohibiting, restricting or materially impairing any business practice of Vail or any of its Subsidiaries or the conduct of business by Vail or any of its Subsidiaries as currently conducted (including following the transaction contemplated by this Agreement) other than Contracts or Orders which would not, individually or in the aggregate, reasonably be expected to have a Vail Material Adverse Effect.

(q)

Corrupt Practices Legislation. To the knowledge of Vail, neither Vail, its Subsidiaries or any of their respective officers, directors or employees acting on behalf of Vail or any of its Subsidiaries has taken, committed to take or been alleged to have taken any action which would cause Vail or any of its Subsidiaries to be in violation of the United States’ Foreign Corrupt Practices Act, the Corruption of Foreign Public Officials Act (Canada) and the Bribery Act 2010 (United Kingdom) or any applicable Law of similar effect.

(r)	Brokers; Expenses. None of Vail, any of its Subsidiaries, or any of their respective officers, directors or employees has employed any broker, finder, investment banker, financial advisor or other person or incurred any liability for any brokerage fees, commissions, finder’s fees, financial advisory fees or other similar fees in connection with the transactions contemplated by this Agreement.

(s)	Exchangeco.

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(i)

At the Effective Time, except as contemplated by the Arrangement, Vail or one or more wholly-owned Subsidiaries of Vail will own all of the outstanding capital shares of Exchangeco other than the Exchangeable Shares to be issued to Whistler Shareholders in the Arrangement or in connection with the Arrangement, and Exchangeco will be a “taxable Canadian corporation” within the meaning of the Tax Act.

(ii)	The Exchangeable Shares to be issued in connection with the Arrangement will be duly and validly issued by Exchangeco and fully paid and nonassessable. The rights, privileges, restrictions and conditions attaching to the Exchangeable Shares shall be substantially as set out in the Plan of Arrangement.

(t)

Vail Financing. Vail has delivered to Whistler a true and complete copy of an executed commitment letter (the “Debt Financing Commitments”), pursuant to which the lenders party thereto have agreed to provide or cause to be provided the amount of incremental term loans set forth therein (the “Incremental Term Loans”). The Debt Financing Commitments are in full force and effect and constitute a legal, valid and binding obligation of Vail and, to the knowledge of Vail, the other parties thereto (subject in each case to the effect of bankruptcy, insolvency, receivership or similar laws relating to or affecting creditors’ rights generally and to general equity principles and subject to the inclusion of an exclusive jurisdiction of Ontario courts clause contained therein). No event has occurred which would constitute a breach or default (or with notice or lapse of time or both would constitute a default) by Vail under the Debt Financing Commitments, or, to the knowledge of Vail, the other parties thereto. The aggregate proceeds contemplated by the Incremental Term Loans, together with Vail’s other financial resources, including cash and cash equivalents on hand, and available revolving borrowing capacity under Vail Holdings Inc.'s existing credit facility, will be sufficient to pay the aggregate cash portion of the Consideration, including payments in lieu of fractional entitlements to Vail Shares or Exchangeable Shares, pursuant to the Arrangement. Vail acknowledges and agrees that its obtaining financing is not a condition to any of its obligations hereunder, regardless of the reasons why financing is not obtained or whether such reasons are within or beyond the control of Vail. For the avoidance of doubt, regardless of whether any such financing is obtained, Vail and Exchangeco will continue to be obligated to consummate the Arrangement, subject to and on the terms contemplated by this Agreement.

(u)

Freely Tradeable Shares. The Vail Shares and the Exchangeable Shares to be issued pursuant to the Arrangement shall be registered or qualified for distribution, or exempt from or not subject to any requirement for registration or qualification for distribution, under Canadian Securities Laws, U.S. federal securities laws and the state securities of each U.S. state where holders entitled to receive such shares are located. Such securities shall not be “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act of 1933, as amended, and shall not be subject to any “hold period” resale restrictions under National Instrument 45-102 - Resale of Securities of the Securities Authorities.

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•

Support for Master Development Agreements with local First Nations. Vail Resorts recognizes that Whistler Blackcomb is in the Squamish and Lil’wat First Nations’ traditional territories and will support and continue the ongoing efforts to negotiate the renewal of Whistler Blackcomb’s Master Development Agreements with significant long-term benefits to the Squamish and Lil’wat First Nations, the Province of British Columbia and the Resort Municipality of Whistler.

•	Local leadership. Whistler Blackcomb will continue to have principally local Canadian leadership, with critical day-to-day mountain operations residing at the resort, including ongoing primary responsibility for relationships with the local community, governments and First Nations.

•	Maintain local employment. Vail Resorts intends to retain the vast majority of Whistler Blackcomb employees, while only impacting a few select areas where there may be duplication in corporate functions. This transaction will not change the day-to-day operations at the resort, community engagement or the input of local management in shaping Whistler Blackcomb’s future.

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Investment in the resort experience. Vail Resorts will invest substantially in Whistler Blackcomb’s mountain infrastructure and growth plans, including continuing to build community and stakeholder support for the recently announced Renaissance project, a transformational investment which will diversify the local tourism economy; provide new four-season, weather-independent activities; and elevate Whistler Blackcomb’s core skiing, mountain biking and sightseeing experiences for decades to come.

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Common values on community and environmental sustainability. Consistent with Vail Resorts’ core values, Whistler Blackcomb will continue its community involvement through the Whistler Blackcomb Foundation as well as its significant environmental and sustainability commitments. Vail Resorts also will support Whistler Blackcomb’s continued engagement with organizations such as Tourism Whistler, Destination BC, Canada West Ski Areas Association, and the Whistler Chamber of Commerce.

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