Common use of Collection of Accounts Clause in Contracts

Collection of Accounts. (a) American Ski and the Borrowers shall establish and maintain, at their expense, deposit account arrangements with the Agent and the other banks set forth on SCHEDULE 2.17 hereto and after prior written notice to the Agent, such other banks as any Borrower may hereafter select that are acceptable to the Agent. The banks set forth on SCHEDULE 2.17 constitute all of the banks with whom American Ski, any Borrower and any Restricted Subsidiary has deposit account arrangements as of the date hereof and identifies each of the deposit accounts at such banks to an operating location of such Borrower or otherwise describes the nature of the use of such deposit account by such Borrower. (b) Each Borrower shall deposit all proceeds (other than amounts of cash, not to exceed $100,000 for any location operated by such Borrower, for opening cash at such location consistent with past practices so long as no Default exists or has occurred) from sales of goods or services in every form, including, without limitation, cash, checks, credit or debit card sales drafts, credit or debit card sales or charge slips or receipts and other forms of daily receipts, from each location of each Borrower on each Business Day into the concentration accounts of the Borrowers identified to each Borrower location as set forth on SCHEDULE 2.17. (c) For purposes of calculating interest on the Lender Obligations, the payments or other funds received pursuant to paragraph (b) above after 2:00 p.m. (Boston time) on any day will be applied (conditional upon final collection) to the Lender Obligations one (1) Business Day following the date of receipt of immediately available funds by the Agent from the concentration accounts identified on SCHEDULE 2.17. For purposes of calculating the amount of the Revolving Credit Advances or Swing Line Loans available to the Borrowers, such payments will be applied (conditional upon final collection) to the Lender Obligations on the Business Day of receipt by the Agent in the concentration accounts identified on SCHEDULE 2.17, if such payments are received within sufficient time (in accordance with the Agent's usual and customary practices as in effect from time to time) to credit Borrowers' loan account on such day, and if not, then on the next Business Day. All such payments shall be applied by the Agent FIRST to any outstanding Swing Line Loans and SECOND, at the Agent's election and in accordance with the provisions of Section 4.2(a), to any outstanding Revolving Credit Advances which are Base Rate Loans, and any amounts not so applied shall be retained in the concentration accounts until they can be so applied.

Collection of Accounts. Upon the occurrence and pendancy of an Event of Default, Agent may require Borrower to maintain lockboxes (athe "Lockboxes") American Ski and instruct all Account Debtors to remit all amounts owed by them to one of such Lockboxes. Borrower, Agent, and the Borrowers Lockbox Banks shall establish and maintainenter into the Lockbox Agreements, which among other things shall provide for the opening of a Lockbox Account for the deposit of Collections at their expensethe applicable Lockbox Bank. Notwithstanding the Borrower's cure of any Events of Default, deposit account arrangements Agent may continue to require Borrower to comply with the Agent provisions of this section. Borrower agrees that all Collections received by Borrower while the provisions of this section are in effect from any Account Debtor or any other source immediately upon receipt shall be deposited into a Lockbox Account or into deposit accounts that are not the subject of a Lockbox Agreement and from which Borrower shall remit all funds contained therein to one of the Lockbox Accounts (any such deposit account, a "Qualified Local Deposit Account"); PROVIDED, HOWEVER, Borrower shall maintain no more than 50 Qualified Local Deposit Accounts; PROVIDED FURTHER, HOWEVER, that all Collections received into such Qualified Local Deposit Accounts shall be wired directly or indirectly no less frequently than weekly to the Concentration Account. No Lockbox Agreement or other banks arrangement contemplated thereby shall be modified by Borrower without the prior written consent of Agent. Upon the terms and subject to the conditions set forth on SCHEDULE 2.17 hereto and after prior written notice to in the AgentLockbox Agreements, such other banks as any Borrower may hereafter select that are acceptable to the Agent. The banks set forth on SCHEDULE 2.17 constitute all of the banks with whom American Ski, any Borrower and any Restricted Subsidiary has deposit account arrangements as of the date hereof and identifies amounts received in each of the deposit accounts at such banks to an operating location of such Borrower Lockbox Account shall be wired directly or otherwise describes the nature of the use of such deposit account by such Borrower. (b) Each Borrower shall deposit all proceeds (other than amounts of cash, not to exceed $100,000 for any location operated by such Borrower, for opening cash at such location consistent with past practices so long as no Default exists or has occurred) from sales of goods or services in every form, including, without limitation, cash, checks, credit or debit card sales drafts, credit or debit card sales or charge slips or receipts and other forms of daily receipts, from each location of each Borrower on indirectly each Business Day into the concentration accounts of Concentration Account. All amounts received in the Borrowers identified to Concentration Account shall be wired each Borrower location as set forth on SCHEDULE 2.17. (c) For purposes of calculating interest on the Lender Obligations, the payments or other funds received pursuant to paragraph (b) above after 2:00 p.m. (Boston time) on any day will be applied (conditional upon final collection) to the Lender Obligations one (1) Business Day following into an account (the date of receipt of immediately available funds by the Agent from the concentration accounts identified on SCHEDULE 2.17. For purposes of calculating the amount of the Revolving Credit Advances or Swing Line Loans available to the Borrowers, such payments will be applied (conditional upon final collection) to the Lender Obligations on the Business Day of receipt by the Agent in the concentration accounts identified on SCHEDULE 2.17, if such payments are received within sufficient time (in accordance with the "Agent's usual and customary practices as in effect from time to timeAccount") to credit Borrowers' loan account on such day, and if not, then on the next Business Day. All such payments shall be applied maintained by the Agent FIRST to any outstanding Swing Line Loans and SECOND, at the a depository selected by Agent's election and in accordance with the provisions of Section 4.2(a), to any outstanding Revolving Credit Advances which are Base Rate Loans, and any amounts not so applied shall be retained in the concentration accounts until they can be so applied.

Collection of Accounts. (a) American Ski Each Borrower and the Borrowers Guarantor shall establish and maintain, at their its expense, deposit account arrangements and merchant payment arrangements with the Agent and the other banks set forth on SCHEDULE 2.17 hereto and after prior written notice Schedule 8.10 to the AgentInformation Certificate and, subject to Section 5.2(d) hereof, such other banks as any such Borrower or Guarantor may hereafter select that are acceptable to the Agentselect. The banks set forth on SCHEDULE 2.17 Schedule 8.10 to the Information Certificate constitute all of the banks with whom American Ski, any Borrower which Borrowers and any Restricted Subsidiary has Guarantors have deposit account arrangements and merchant payment arrangements as of the date hereof and identifies each of the deposit accounts at such banks to an operating that are used solely for receiving store receipts from a retail store location of a Borrower (together with any other deposit accounts at any time established or used by any Borrower for receiving such Borrower store receipts from any retail store location, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such deposit account by such Borrower. (b) Each Borrower shall deposit all proceeds (other than amounts of cash, not to exceed $100,000 for any location operated by such Borrower, for opening cash at such location consistent with past practices so long as no Default exists or has occurred) from sales of goods or services Collateral in every form, including, without limitation, cash, checks, credit or debit card sales drafts, credit or debit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of each such Borrower on each Business Day into the concentration accounts Store Account of such Borrower used solely for such purpose; provided, that, the retail stores of Borrowers shall be permitted to retain cash at such retail stores in an aggregate amount as to all such retail stores equal to the product of $40,000 multiplied by the number of such retail stores, immediately after giving effect to the deposit of funds from such store into the applicable Store Account. All such available funds deposited into the Store Accounts shall be sent by wire transfer or other electronic funds transfer on each Business Day to the Blocked Accounts as provided in Section 6.3(c), except for amounts required to be maintained in such Store Accounts under the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained (which amounts in all such Store Accounts in the aggregate shall not at any time exceed the product of $50,000 multiplied by the number of the Borrowers identified to each Borrower location as set forth on SCHEDULE 2.17retail stores of Borrowers). (c) Each Borrower shall establish and maintain, at its expense, deposit accounts with such banks as are acceptable to Agent (the “Blocked Accounts”) into which each Borrower shall promptly either cause all amounts on deposit in the Store Accounts of such Borrower to be sent as provided in Section 6.3(b) above or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processors and all other proceeds of Collateral (it being understood that the banks listed on Schedule 8.10 to the Information Certificate are acceptable to Agent for purposes of this Section). Borrowers and Guarantors shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. At any time an Event of Default shall have occurred and be continuing, promptly upon Agent’s request, Borrowers and Guarantors shall deliver, or cause to be delivered, to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by such banks where a Store Account is maintained as Agent shall specify. Without limiting any other rights or remedies of Agent or Lenders, Agent may, at its option, instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time that a Cash Dominion Period exists. Without limiting any other rights or remedies of Agent or Lenders, in the event that a Deposit Account Control Agreement is in effect for a Store Account, then Agent may, at its option, instruct the depository bank at which the Store Account is maintained to transfer all available funds received or deposited into the Store Account to the Agent Payment Account at any time that an Event of Default shall have occurred and be continuing. At all times that Agent shall have notified any depository bank to transfer funds from a Blocked Account or Store Account to the Agent Payment Account, all payments made to such Blocked Accounts or Store Accounts, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. (d) For purposes of calculating interest on the Lender Obligationsamount of the Loans available to each Borrower, all payments received in the payments or other funds received pursuant to paragraph (b) above after 2:00 p.m. (Boston time) on any day Agent Payment Account will be applied (conditional upon final collection) to the Lender Obligations one (1) Business Day following the date of receipt of immediately available funds by the Agent from the concentration accounts identified on SCHEDULE 2.17. For purposes of calculating the amount of the Revolving Credit Advances or Swing Line Loans available to the Borrowers, such payments will be applied (conditional upon final collection) to the Lender Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent in the concentration accounts identified on SCHEDULE 2.17, if Payment Account provided such payments and notice thereof are received within sufficient time (in accordance with the Agent's ’s usual and customary practices as in effect from time to time) time and within sufficient time to credit Borrowers' such Borrower’s loan account on such day, and if not, then on the next Business Day. All For the purposes of calculating interest on the Obligations, such payments shall or other funds received will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt of immediately available funds by Agent in the Agent FIRST to any outstanding Swing Line Loans Payment Account provided such payments or other funds and SECOND, at the Agent's election and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit such Borrower’s loan account on such day, and if not, then on the provisions next Business Day. (e) Each Borrower and Guarantor and their respective Subsidiaries shall, acting as trustee for Agent, receive, as the property of Section 4.2(a)Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly upon receipt thereof shall deposit or cause the same to be deposited in the Store Accounts or the Blocked Accounts in accordance with Sections 6.3(b) and (c) hereof. In no event shall the same be commingled with any Borrower’s or Guarantor’s other funds. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any outstanding Revolving Credit Advances bank or other financial institution at which are Base Rate Loansa Blocked Account or any other deposit account or investment account is established or any other bank, and any amounts not so applied shall be retained financial institution or other person involved in the concentration accounts until they can be so appliedtransfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution or other person. The obligations of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination of this Agreement.

Collection of Accounts. (a) American Ski Each Borrower and the Borrowers Guarantor shall establish and maintain, at their its expense, deposit account arrangements and merchant payment arrangements with the Agent and the other banks set forth on SCHEDULE 2.17 Schedule 8.10 hereto and after prior written notice subject to the Agent, Section 5.2(d) hereof such other banks as any such Borrower or Guarantor may hereafter select that are acceptable and which shall be reasonably satisfactory to the Agent. The banks set forth on SCHEDULE 2.17 Schedule 8.10 hereto constitute all of the banks with whom American Ski, any Borrower which Borrowers and any Restricted Subsidiary has Guarantors have deposit account arrangements and merchant payment arrangements as of the date hereof Closing Date and identifies each of the deposit accounts Deposit Accounts at such banks to an operating that are used solely for receiving store receipts from a retail store location of a Borrower (together with any other Deposit Accounts at any time established or used by any Borrower for receiving such Borrower store receipts from any retail store location, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such deposit account Deposit Account by such BorrowerBorrower or Guarantor. (bi) Each Borrower shall deposit all proceeds (other than amounts of cash, not to exceed $100,000 for any location operated by such Borrower, for opening cash at such location consistent with past practices so long as no Default exists or has occurred) from sales of goods or services Inventory in every form, including, without limitation, cash, checks, credit or debit card sales drafts, credit or debit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower into the Store Account of such Borrower used solely for such purpose in accordance with the current and prior practices of such Borrower, but in any event no less frequently than once every three (3) Business Days; provided, that, each retail store of a Borrower may retain in such store funds of up to $10,000 immediately after each deposit of funds from such store into the applicable Store Account. All such funds deposited into the Store Accounts shall be sent by wire transfer or other electronic funds transfer on each Business Day to the Blocked Accounts as provided in Section 6.3(a)(ii) below, except for (A) nominal amounts which are required to be maintained in such Store Accounts under the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained or (B) with respect to funds deposited in Manual Sweeping Accounts, which shall be sent to the Blocked Accounts not less than twice every week (and which amounts, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts and amounts in Store Accounts, shall not in the aggregate exceed $3,500,000 at any one time, except (1) to the extent from time to time additional amounts may be held in the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next Business Day to the Blocked Accounts, and (2) as Agent may otherwise agree in its sole discretion). (ii) Each Borrower shall establish and maintain, at its expense, Deposit Accounts with such banks as are reasonably acceptable to Agent (the “Blocked Accounts”) into which each Borrower shall promptly either cause all amounts on deposit in the concentration accounts Store Accounts of the Borrowers identified such Borrower to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower location as set forth on SCHEDULE 2.17from Credit Card Issuers and Credit Card Processors, and all other proceeds of Collateral. Any Eligible Depository Bank shall be deemed acceptable to Agent. (ciii) Borrowers and Guarantors shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. Without limiting any other rights or remedies of Agent or Lenders, subject to the terms of the Intercreditor Agreement, Agent may, at its option, and shall (at the direction of Required Lenders), instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time that an Event of Default is continuing and Agent shall send to Administrative Borrower a copy of any such written instruction sent by Agent to the depository bank promptly thereafter. Subject to the terms of the Intercreditor Agreement, at all times that Agent shall have notified any depository bank to transfer funds from a Blocked Account to the Agent Payment Account, all payments made to such Blocked Accounts, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating interest on the Lender ObligationsTerm Loan Outstandings, subject to the payments or other funds received Intercreditor Agreement, any payment made pursuant to paragraph (bSection 6.3(a)(iii) above after 2:00 p.m. (Boston time) on any day will be applied (conditional upon final collection) to the Lender Obligations one (1) Business Day following the date of receipt of immediately available funds by the Agent from the concentration accounts identified on SCHEDULE 2.17. For purposes of calculating the amount of the Revolving Credit Advances or Swing Line Loans available to the Borrowers, such payments will be applied (conditional upon final collection) to the Lender Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent in the concentration accounts identified on SCHEDULE 2.17, if Payment Account provided such payments and notice thereof are received within sufficient time (in accordance with the Agent's ’s usual and customary practices as in effect from time to time) time and within sufficient time to credit Borrowers' the applicable loan account on such day, and if not, then on the next Business Day. All Subject to the Intercreditor Agreement, for the purposes of calculating interest on the Obligations, such payments shall or other funds received will be applied by (conditional upon final collection) to the Agent FIRST to any outstanding Swing Line Loans and SECOND, at the Agent's election and Obligations in accordance with Section 6.4(a) hereof on the provisions same Business Day of Section 4.2(a)receipt by Agent of immediately available funds in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time, by 11:00 a.m. New York City time and if not, then on the next Business Day. (c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, Parent and its shareholders, directors, employees, agents, each Borrower and Guarantor and their respective employees, agents and Subsidiaries or other Affiliates shall receive and promptly remit to Agent, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any outstanding Revolving Credit Advances which are Base Rate Loans, and Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Agent on demand for any amounts not so applied shall be retained owed or paid to any bank or other financial institution at which a Blocked Account or any other Deposit Account or investment account is established or any other bank, financial institution or other Person involved in the concentration accounts until they can be so appliedtransfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution or other Person. The obligations of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) American Ski Each Borrower and the Borrowers Guarantor shall establish and maintain, at their its expense, deposit account arrangements and merchant payment arrangements with the Agent and the other banks set forth on SCHEDULE 2.17 Schedule 8.10 hereto and after prior written notice subject to the Agent, Section 5.2(d) hereof such other banks as any such Borrower or Guarantor may hereafter select that are acceptable to the Agentselect. The banks set forth on SCHEDULE 2.17 Schedule 8.10 hereto constitute all of the banks with whom American Ski, any Borrower which Borrowers and any Restricted Subsidiary has Guarantors have deposit account arrangements and merchant payment arrangements as of the date hereof Closing Date and identifies each of the deposit accounts Deposit Accounts at such banks to an operating that are used solely for receiving store receipts from a retail store location of a Borrower (together with any other Deposit Accounts at any time established or used by any Borrower for receiving such Borrower store receipts from any retail store location, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such deposit account Deposit Account by such BorrowerBorrower or Guarantor. (bi) Each Borrower shall deposit all proceeds (other than amounts of cash, not to exceed $100,000 for any location operated by such Borrower, for opening cash at such location consistent with past practices so long as no Default exists or has occurred) from sales of goods or services Inventory in every form, including, without limitation, cash, checks, credit or debit card sales drafts, credit or debit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower into the Store Account of such Borrower used solely for such purpose in accordance with the current and prior practices of such Borrower, but in any event no less frequently than once every three (3) Business Days; provided, that, each retail store of a Borrower may retain in such store funds of up to $10,000 immediately after each deposit of funds from such store into the applicable Store Account. All such funds deposited into the Store Accounts shall be sent by wire transfer or other electronic funds transfer on each Business Day to the Blocked Accounts as provided in Section 6.3(a)(ii) below, except for (A) nominal amounts which are required to be maintained in such Store Accounts under the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained or (B) with respect to funds deposited in Manual Sweeping Accounts, which shall be sent to the Blocked Accounts not less than twice every week (and which amounts, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts and amounts in Store Accounts, shall not in the aggregate exceed $3,500,000 at any one time, except (1) to the extent from time to time additional amounts may be held in the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next Business Day to the Blocked Accounts, and (2) except as Agent may otherwise agree). (ii) Each Borrower shall establish and maintain, at its expense, Deposit Accounts with such banks as are reasonably acceptable to Agent (the “Blocked Accounts”) into which each Borrower shall promptly either cause all amounts on deposit in the concentration accounts Store Accounts of the Borrowers identified such Borrower to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower location as set forth on SCHEDULE 2.17from Credit Card Issuers and Credit Card Processors, and all other proceeds of Collateral. Subject to Section 9.26, any Eligible Depository Bank shall be deemed acceptable to Agent. (ciii) For Borrowers and Guarantors shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. Without limiting any other rights or remedies of Agent or Lenders, Agent may, at its option, and shall (at the direction of Required Lenders), instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time that an Event of Default is continuing or a Compliance Period is continuing and Agent shall send to Administrative Borrower a copy of any such written instruction sent by Agent to the depository bank promptly thereafter. At all times that Agent shall have notified any depository bank to transfer funds from a Blocked Account to the Agent Payment Account, all payments made to such Blocked Accounts, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. (b) Borrowers shall make each payment or prepayment required to be made by them hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Sections 3.3, 3.5 or 3.7, or otherwise) prior to 2:00 p.m., New York time, on the date when due or the date fixed for any prepayment hereunder, in immediately available funds, without setoff, recoupment or counterclaim. Any amounts received after such time on any date may, in the discretion of Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest on the Lender Obligations, the payments or other funds received pursuant to paragraph (b) above after 2:00 p.m. (Boston time) on any day will be applied (conditional upon final collection) to the Lender Obligations one (1) Business Day following the date of receipt of immediately available funds by the Agent from the concentration accounts identified on SCHEDULE 2.17. For purposes of calculating the amount of the Revolving Credit Advances or Swing Line Loans available to the Borrowers, such payments will be applied (conditional upon final collection) to the Lender Obligations on the Business Day of receipt by the Agent in the concentration accounts identified on SCHEDULE 2.17, if such payments are received within sufficient time (in accordance with the Agent's usual and customary practices as in effect from time to time) to credit Borrowers' loan account on such day, and if not, then on the next Business Daythereon. All such payments shall be applied by made to Agent in the Agent FIRST Payment Account, except payments to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to Sections 3.3, 3.5, 3.7 and 9.22 shall be made directly to the Persons entitled thereto. Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. Unless otherwise provided for herein, if any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars. (c) Upon the occurrence and during the continuance of an Event of Default or upon the commencement of any Compliance Period and during any Compliance Period, Parent and its shareholders, directors, employees, agents, each Borrower and Guarantor and their respective employees, agents and Subsidiaries or other Affiliates shall receive and promptly remit to Agent, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any outstanding Swing Line Loans and SECONDbank or other financial institution at which a Blocked Account or any other Deposit Account or investment account is established or any other bank, at the Agent's election and in accordance with the provisions of Section 4.2(a), to any outstanding Revolving Credit Advances which are Base Rate Loans, and any amounts not so applied shall be retained financial institution or other Person involved in the concentration accounts until they can be so appliedtransfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution or other Person. The obligations of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) American Ski Borrowers shall, immediately after the Closing Date, instruct all Credit Card Processors and all depositories maintaining a DDA to remit all Collections directly to the Concentration Account via electronic funds transfer (including, but not limited to ACH transfers) on each Business Day. Borrowers shall establish and maintaincause all cash received by Borrowers at any retail store location to be deposited on a daily basis into any Blocked Account or, at their expenseAgent's option, deposit account arrangements with any other bank account, thereupon to be deposited to or sent by electronic funds transfer (including, but not limited to, ACH transfers) on each Business Day to the Concentration Account. In addition, Borrowers agrees that all other Collections and other amounts received directly by Borrowers from any Account Debtor or any other source immediately upon receipt shall be deposited into any Blocked Account. With respect to such bank accounts that are Blocked Accounts, Borrowers, Agent and the Blocked Account Banks shall enter into Blocked Account Agreements, which, among other banks things, with respect to all Blocked Accounts (other than the Concentration Account) will provide for all cash deposited into a Blocked Account to be sent by electronic funds transfer (including, but not limited to, ACH transfers) each Business Day to the Concentration Account. With respect to each account (other than Blocked Accounts) into which Collections are deposited, Borrowers shall irrevocably authorize and direct in writing, in form and substance satisfactory to Agent, each such bank to send via wire transfer (including, but not limited to, ACH transfers) each Business Day all funds deposited into each such account to the Concentration Account and each such bank shall agree to do so. No Blocked Account Agreement or other arrangement contemplated in this Section 2.8(a) shall be modified by Borrowers without the prior written consent of Agent. Upon the terms and subject to the conditions set forth on SCHEDULE 2.17 hereto and after prior written notice in the Blocked Account Agreement applicable to the Concentration Account, all amounts received in the Concentration Account shall be wired each Business Day into an account (the "Agent, such other banks as any Borrower may hereafter select that are acceptable to the 's Account") maintained by Agent at a depositary selected by Agent. The banks set forth on SCHEDULE 2.17 constitute all of the banks with whom American Ski, any Borrower and any Restricted Subsidiary has deposit account arrangements as of the date hereof and identifies each of the deposit accounts at such banks to an operating location of such Borrower or otherwise describes the nature of the use of such deposit account by such Borrower. (b) Each Borrower Borrowers shall not, and shall not permit any of its Subsidiaries to, open or maintain any deposit all proceeds (account or investment account with any bank or other financial institution other than amounts of cashthe Designated Account, not to exceed $100,000 for any location operated by such Borrower, for opening cash at such location consistent with past practices so long as no Default exists or has occurred) from sales of goods or services in every form, including, without limitation, cash, checks, credit or debit card sales drafts, credit or debit card sales or charge slips or receipts the Blocked Accounts and the other forms of daily receipts, from each location of each Borrower accounts listed on each Business Day into the concentration Schedule 5.17. All deposit accounts and investment accounts of the Borrowers identified to each Borrower location as set forth and its Subsidiaries are listed on SCHEDULE 2.17Schedule 5.17. (c) For purposes of calculating interest on the Lender Obligations, the payments or other funds received pursuant to paragraph (b) above after 2:00 p.m. (Boston time) on any day will be applied (conditional upon final collection) to the Lender Obligations one (1) Business Day following the date of receipt of immediately available funds by the Agent from the concentration accounts identified on SCHEDULE 2.17. For purposes of calculating the amount of the Revolving Credit Advances or Swing Line Loans available to the Borrowers, such payments will be applied (conditional upon final collection) to the Lender Obligations on the Business Day of receipt by the Agent in the concentration accounts identified on SCHEDULE 2.17, if such payments are received within sufficient time (in accordance with the Agent's usual and customary practices as in effect from time to time) to credit Borrowers' loan account on such day, and if not, then on the next Business Day. All such payments shall be applied by the Agent FIRST to any outstanding Swing Line Loans and SECOND, at the Agent's election and in accordance with the provisions of Section 4.2(a), to any outstanding Revolving Credit Advances which are Base Rate Loans, and any amounts not so applied shall be retained in the concentration accounts until they can be so applied.

Collection of Accounts. (a) American Ski Borrowers shall at all times maintain Lockbox Agreements and, immediately after the Closing Date, shall instruct all Account Debtors with respect to the Accounts, General Intangibles, and Negotiable Collateral of Borrower to remit all Collections in respect --- thereof in accordance with such Lockbox Agreements. Borrowers, Foothill, and the Lockbox Banks shall enter into the Lockbox Agreements, which among other things shall provide for the opening of a Lockbox Account for the deposit of Collections at a Lockbox Bank. Borrowers agree that all Collections and other amounts received by any Borrower from any Account Debtor or any other source immediately upon receipt shall establish be deposited into a Lockbox Account. No Lockbox Agreement or arrangement contemplated thereby shall be modified by Borrowers without the prior written consent of Foothill. Upon the terms and maintain, at their expense, deposit account arrangements with subject to the Agent and the other banks conditions set forth on SCHEDULE 2.17 hereto in the Lockbox Agreements, all amounts received in all Lockbox Accounts of P-Com at all Lockbox Banks located in the United States of America shall be automatically wired each Business Day into an account (the "Foothill Account") maintained by Foothill at a depository selected by Foothill. With respect to all Lockbox Accounts of Network anywhere and all Lockbox Accounts of P-Com located in the United Kingdom, Foothill shall have the right at any time from and after prior written notice a date on which (i) an Event of Default has occurred and is continuing, or (ii) Excess Availability is less than $10,000,000 to the Agent, require that all amounts received in such other banks as any Borrower may hereafter select that are acceptable to the Agent. The banks set forth on SCHEDULE 2.17 constitute all of the banks with whom American Ski, any Borrower and any Restricted Subsidiary has deposit account arrangements as of the date hereof and identifies each of the deposit accounts at such banks to an operating location of such Borrower or otherwise describes the nature of the use of such deposit account by such Borrower. (b) Each Borrower shall deposit all proceeds (other than amounts of cash, not to exceed $100,000 for any location operated by such Borrower, for opening cash at such location consistent with past practices so long as no Default exists or has occurred) from sales of goods or services in every form, including, without limitation, cash, checks, credit or debit card sales drafts, credit or debit card sales or charge slips or receipts and other forms of daily receipts, from each location of each Borrower on Lockbox Account be wired each Business Day into the concentration accounts Foothill Account. In the absence of such a requirement with respect to the Borrowers identified Lockbox Accounts referred to each Borrower location as set forth on SCHEDULE 2.17in the immediately preceding sentence, amounts received in such Lockbox Accounts may be transferred to an account of either Borrower." (c) For purposes of calculating interest on the Lender Obligations, the payments or other funds received pursuant to paragraph (b) above after 2:00 p.m. (Boston time) on any day will be applied (conditional upon final collection) to the Lender Obligations one (1) Business Day following the date of receipt of immediately available funds by the Agent from the concentration accounts identified on SCHEDULE 2.17. For purposes of calculating the amount Section 3.3 of the Revolving Credit Advances or Swing Line Loans available Agreement is hereby amended and restated in its entirety to the Borrowers, such payments will be applied (conditional upon final collection) to the Lender Obligations on the Business Day of receipt by the Agent in the concentration accounts identified on SCHEDULE 2.17, if such payments are received within sufficient time (in accordance with the Agent's usual and customary practices read as in effect from time to time) to credit Borrowers' loan account on such day, and if not, then on the next Business Day. All such payments shall be applied by the Agent FIRST to any outstanding Swing Line Loans and SECOND, at the Agent's election and in accordance with the provisions of Section 4.2(a), to any outstanding Revolving Credit Advances which are Base Rate Loans, and any amounts not so applied shall be retained in the concentration accounts until they can be so applied.follows:

Collection of Accounts. (a) American Ski Borrower and the Borrowers each Guarantor shall establish and maintain, at their its expense, deposit account arrangements and merchant payment arrangements with the Agent and the other banks set forth on SCHEDULE 2.17 hereto and after prior written notice Schedule 8.10 to the AgentInformation Certificate and, subject to Section 5.2(d) hereof, such other banks as any Borrower may hereafter select that are acceptable to the Agentselect. The banks set forth on SCHEDULE 2.17 Schedule 8.10 to the Information Certificate constitute all of the banks with whom American Ski, any which Borrower and any Restricted Subsidiary has each Guarantor have deposit account arrangements and merchant payment arrangements as of the date hereof and identifies each of the deposit accounts at such banks to an operating location that are used solely for receiving store receipts from one or more retail store location(s) of Borrower and making ordinary course disbursements on account of each such retail store location(s) (together with any other deposit accounts at any time established or used by Borrower for receiving such store receipts from any retail store location, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such deposit account by such Borrower. (bi) Each Borrower shall deposit all proceeds (other than amounts of cash, not to exceed $100,000 for any location operated by such Borrower, for opening cash at such location consistent with past practices so long as no Default exists or has occurred) from sales of goods or services Inventory in every form, including, without limitation, cash, checks, credit or debit card sales drafts, credit or debit card sales or charge slips or receipts and other forms of daily receiptsstore receipts (other than nominal amounts retained in registers at the retail store locations as cash on hand), from each retail store location of each Borrower on each Business Day into the concentration accounts Store Account of Borrower used solely for such purpose. All such funds deposited into the Borrowers identified Store Accounts shall be sent by wire transfer or other electronic funds transfer no less frequently than three (3) times a week (or more frequently upon Agent’s request at any time after the occurrence of a Cash Dominion Event) to each Borrower location the Blocked Accounts as set forth on SCHEDULE 2.17provided in Section 6.3(a)(ii) below, except nominal amounts which are required to be maintained in such Store Accounts under the terms of Borrower’s arrangements with the bank at which such Store Accounts are maintained, which nominal amounts shall not exceed $5,000 at any time as to any individual retail store location. (cii) Borrower shall establish and maintain, at its expense, deposit accounts with such banks as are reasonably acceptable to Agent (the “Blocked Accounts”) into which Borrower shall promptly either cause all amounts on deposit in the Store Accounts of Borrower to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds from sales of Inventory, and all other amounts payable to Borrower from Credit Card Issuers and Credit Card Processors and all other proceeds of Collateral. Borrower and each Guarantor shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Agent may become the bank’s customer with respect to any of the Blocked Accounts and promptly upon Lender’s request, Borrower shall execute and deliver such agreements and documents as Lender may require in connection therewith. Borrower and each Guarantor each agree that all payments made to such Blocked Accounts or other funds received and collected by Agent, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent to the extent of the then outstanding Obligations; provided, that, each Deposit Account Control Agreement shall provide that the applicable depository banks at which the Blocked Accounts are maintained are authorized by Agent to transfer the funds on deposit in the Blocked Accounts to such operating bank account of Borrower as Borrower may specify in writing to Agent until such time as Agent shall notify the depository bank otherwise. Agent may instruct the depository banks at which the Blocked Accounts are maintained to transfer all funds received or deposited into the Blocked Accounts to the Payment Account at any time a Cash Dominion Event shall exist or have occurred. (b) For purposes of calculating the amount of the Loans available to Borrower, such payments shall be applied (conditional upon final collection) to the Obligations, in accordance with Section 6.4(a) hereof on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent’s usual and customary practices, as in effect from time to time, by 11:00 a.m. Chicago, Illinois time and if not, then on the next Business Day. For the purposes of calculating interest on the Lender Obligations, the such payments or other funds received pursuant to paragraph (b) above after 2:00 p.m. (Boston time) on any day will be applied (conditional upon final collection) to the Lender Obligations one (1) Business Day following on the date of receipt of immediately available funds by the Agent from the concentration accounts identified on SCHEDULE 2.17. For purposes of calculating the amount of the Revolving Credit Advances or Swing Line Loans available to the Borrowers, such payments will be applied (conditional upon final collection) to the Lender Obligations on the Business Day of receipt by the Agent in the concentration accounts identified on SCHEDULE 2.17, if such payments are received Agent Payment Account and within sufficient time (in accordance with the Agent's usual and customary practices as in effect from time to time) to credit Borrowers' Borrower’s loan account on such day, and if not, then on the next Business Day. (c) Borrower and each Guarantor and their respective shareholders, directors, employees, agents, Subsidiaries or other Affiliates shall, acting as trustee for Agent, receive, as the property of Agent, any monies, cash, checks, credit card sales drafts, credit card sales or change slips or receipts, notes, drafts all forms of store receipts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent, provided, that, if at any time a Cash Dominion Event has occurred and is continuing, Borrower shall promptly upon Agent’s request cause the portion thereof representing sales and/or use taxes payable in connection with such sales or otherwise to be deposited into a separate bank account or accounts established for such purpose. All such payments shall be applied by the Borrower agrees to reimburse Agent FIRST on demand for any amounts owed or paid to any outstanding Swing Line Loans and SECONDbank or other financial institution at which a Blocked Account or any other deposit account or investment account is established or any other bank, at the Agent's election and in accordance with the provisions of Section 4.2(a), to any outstanding Revolving Credit Advances which are Base Rate Loans, and any amounts not so applied shall be retained financial institution or other person involved in the concentration accounts until they can be so appliedtransfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution or other person. The obligations of Borrower to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination of this Agreement.

Collection of Accounts. Borrower shall at all times maintain lockboxes (the "Lockboxes") and, immediately after the Closing Date (if Borrower has not already done so), shall instruct all Account Debtors with respect to the Accounts, General Intangibles, and Negotiable Collateral of Borrower to remit all Collections in respect thereof to such Lockboxes. Borrower, Agent, and the Lockbox Banks shall enter into the Lockbox Agreements, each of which among other things shall provide for the opening of a Lockbox Account for the deposit of Collections at a Lockbox Bank. Borrower agrees that all Collections and other amounts received by Borrower from any Account Debtor or any other source immediately upon receipt shall be deposited into a Lockbox Account; provided, however, that (a) American Ski and the Borrowers until Agent, in its reasonable credit judgment, shall establish and maintain, at their expense, deposit account arrangements with the Agent and the other banks set forth on SCHEDULE 2.17 hereto and after prior written notice notify Borrower to the Agentcontrary, Collections may be deposited by individual stores, in the ordinary course of business, into a local depositary that is not a Lockbox Bank and thereupon any collected funds from such other banks deposited Collections shall be wire transferred within one Business Day to a Lockbox Account, subject to nonmaterial amounts which may take longer to be transferred from the local depository accounts as any Borrower may hereafter select that are acceptable to the Agent. The banks set forth on SCHEDULE 2.17 constitute all a result of the banks with whom American Ski, any Borrower data transmission errors; and any Restricted Subsidiary has deposit account arrangements as of the date hereof and identifies each of the deposit accounts at such banks to an operating location of such Borrower or otherwise describes the nature of the use of such deposit account by such Borrower. (b) Each Borrower may retain $500 of cash in each of its retail store locations. No Lockbox Agreement or arrangement contemplated thereby shall deposit be modified by Borrower without the prior written consent of Agent. Upon the terms and subject to the conditions set forth in the Lockbox Agreements, all proceeds (other than amounts of cash, not to exceed $100,000 for any location operated by such Borrower, for opening cash at such location consistent with past practices so long as no Default exists or has occurred) from sales of goods or services received and collected in every form, including, without limitation, cash, checks, credit or debit card sales drafts, credit or debit card sales or charge slips or receipts and other forms of daily receipts, from each location of each Borrower on Lockbox Account shall be wired each Business Day into another Lockbox or into an account (the concentration accounts of the Borrowers identified to each Borrower location as set forth on SCHEDULE 2.17. (c) For purposes of calculating interest on the Lender Obligations, the payments or other funds received pursuant to paragraph (b) above after 2:00 p.m. (Boston time) on any day will be applied (conditional upon final collection) to the Lender Obligations one (1) Business Day following the date of receipt of immediately available funds by the Agent from the concentration accounts identified on SCHEDULE 2.17. For purposes of calculating the amount of the Revolving Credit Advances or Swing Line Loans available to the Borrowers, such payments will be applied (conditional upon final collection) to the Lender Obligations on the Business Day of receipt by the Agent in the concentration accounts identified on SCHEDULE 2.17, if such payments are received within sufficient time (in accordance with the "Agent's usual and customary practices as in effect from time to timeAccount") to credit Borrowers' loan account on such day, and if not, then on the next Business Day. All such payments shall be applied maintained by the Agent FIRST to any outstanding Swing Line Loans and SECOND, at the a depositary selected by Agent's election and in accordance with the provisions of Section 4.2(a), to any outstanding Revolving Credit Advances which are Base Rate Loans, and any amounts not so applied shall be retained in the concentration accounts until they can be so applied.

Collection of Accounts. (a) American Ski and the Borrowers shall establish and maintain, at their expense, deposit account arrangements blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with the Agent and the other banks set forth on SCHEDULE 2.17 hereto and after prior written notice to the Agent, such other banks as any Borrower may hereafter select that are reasonably acceptable to Lender into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the Agentidentical form in which such payments are made, whether by cash, check or other manner. The banks set forth on SCHEDULE 2.17 constitute all of the banks with whom American Ski, any Borrower and any Restricted Subsidiary has deposit account arrangements as of the date hereof and identifies each of the deposit accounts at such banks to an operating location of such Borrower or otherwise describes the nature of the use of such deposit account by such Borrower. (b) Each Borrower shall deposit all proceeds (other than amounts of cash, not to exceed $100,000 for any location operated by such Borrower, for opening cash at such location consistent with past practices so long as no Default exists or has occurred) from sales of goods or services Inventory in every form, including, without limitation, cash, checks, credit or debit card sales drafts, credit or debit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of each Borrower on each Business Day into the concentration deposit accounts of the Borrowers Borrower used solely for such purpose and identified to each Borrower retail store location as set forth on SCHEDULE 2.17Schedule 6.3. All such funds deposited into the separate deposit accounts shall be sent by wire transfer on a daily basis and all other proceeds of Collateral shall be sent by wire transfer, to the Blocked Accounts. Each Borrower shall irrevocably authorize and direct in writing, in form and substance reasonably satisfactory to Lender, each of the banks into which proceeds from sales of Inventory from each retail store location of Borrower are at any time deposited as provided above to send all funds deposited in such account by wire transfer on a daily basis to the Blocked Accounts. Such authorization and direction shall not be rescinded, revoked or modified without the prior written consent of Lender. Borrowers shall deliver, or cause to be delivered to Lender a Depository Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Lender may become the bank's customer with respect to any of the Blocked Accounts and promptly upon Lender's request, Borrowers shall execute and deliver such agreements and documents as Lender may reasonably require in connection therewith. Each Borrower and Guarantor agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Lender in respect of such Borrower's Obligations and therefore shall constitute the property of Lender to the extent of the then outstanding Obligations of such Borrower. (cb) For purposes of calculating interest on the Lender Obligationsamount of the Loans available to each Borrower, the such payments or other funds received pursuant to paragraph (b) above after 2:00 p.m. (Boston time) on any day will be applied (conditional upon final collection) to the Obligations (as provided in Section 6.4 below) on the Business Day of receipt by Lender of immediately available funds in the Lender Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit such Borrower's loan account on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) Business Day following the date of receipt of immediately available funds by Lender in the Agent from the concentration accounts identified on SCHEDULE 2.17. For purposes of calculating the amount of the Revolving Credit Advances or Swing Line Loans available to the Borrowers, Lender Payment Account provided such payments will be applied (conditional upon final collection) to the Lender Obligations on the Business Day of receipt by the Agent in the concentration accounts identified on SCHEDULE 2.17, if such payments or other funds and notice thereof are received within sufficient time (in accordance with the AgentLender's usual and customary practices as in effect from time to time) time and within sufficient time to credit Borrowers' such Borrower's loan account on such day, and if not, then on the next Business Day. (c) Each Borrower and Guarantor and their respective shareholders, directors, employees, agents, Subsidiaries or other Affiliates shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, credit card sales drafts, credit card sales or charge slips or receipts, all forms of store receipts, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. All such payments In no event shall the same be commingled with any Borrower's or Guarantor's own funds PROVIDED, THAT, if at any time the Excess Availability, shall be applied by less than $500,000, Borrowers and Guarantor shall promptly upon Lender's request cause the Agent FIRST portion thereof representing sales and/or use taxes payable in connection with such sales or otherwise to be deposited into a separate bank account or accounts established for such purpose. Borrowers agree to reimburse Lender on demand for any amounts owed or paid to any outstanding Swing Line Loans and SECOND, bank at which a Blocked Account is established or any other bank or person involved in the Agenttransfer of funds to or from the Blocked Accounts arising out of Lender's election and in accordance with the provisions payments to or indemnification of Section 4.2(a), such bank or person. Borrowers agree to reimburse Lender on demand for any amounts owed or paid to any outstanding Revolving Credit Advances bank at which are Base Rate Loans, and a Blocked Account or any amounts not so applied shall be retained other deposit account is established or any other bank or person involved in the concentration accounts until they can be so appliedtransfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligations of Borrowers to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) American Ski and the Borrowers Each Loan Party shall establish and maintain, at their its expense, deposit account arrangements and merchant payment arrangements with the Agent and the other banks set forth on SCHEDULE 2.17 hereto and after prior written notice Schedule 8.10 to the AgentInformation Certificate and, subject to Section 5.2(d) hereof, such other banks as any Borrower such Loan Party may hereafter select that are acceptable to the Agentselect. The banks set forth on SCHEDULE 2.17 Schedule 8.10 to the Information Certificate constitute all of the banks with whom American Ski, any Borrower and any Restricted Subsidiary has which Loan Parties have deposit account arrangements and merchant payment arrangements as of the date hereof Amendment No. 3 Effective Date and identifies as of the Amendment No. 3 Effective Date each of the deposit accounts at such banks to an operating that are used solely for receiving store receipts from a retail store location of a Borrower (together with any other deposit accounts at any time established or used by any Borrower for receiving such Borrower store receipts from any retail store location, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such deposit account by such Borrower. (b) Each Borrower shall deposit all proceeds (other than amounts of Collateral in the form of cash, not to exceed $100,000 for any location operated by such Borrowercash equivalents, for opening cash at such location consistent with past practices so long as no Default exists or has occurred) from sales of goods or services in every form, including, without limitation, cash, checks, credit or debit card sales drafts, credit or debit card sales or charge slips or receipts checks and other forms items of daily receipts, payment of a type ordinarily deposited into a deposit account from each retail store location of each such Borrower on each Business Day (in the case of checks and other items of payment) or within two (2) Business Days (in the case of cash or cash equivalents) into the concentration accounts Store Account of such Borrower used solely for such purpose; provided, that, the retail stores of Borrowers shall be permitted to retain cash at such retail stores in an aggregate amount as to all such retail stores equal to the product of $60,000 multiplied by the number of such retail stores, immediately after giving effect to the deposit of funds from such store into the applicable Store Account. All such available funds deposited into the Store Accounts shall be sent by wire transfer or other electronic funds transfer on each Business Day to the Blocked Accounts as provided in Section 6.3(c), except for amounts required to be maintained in such Store Accounts under the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained (which amounts in all such Store Accounts in the aggregate shall not at any time exceed the product of $40,000 multiplied by the number of the Borrowers identified retail stores of Borrowers). Without duplication of the provisions of the last sentence of subsections (c) and (e) of this Section 6.3, the provisions of this subsection (b) shall not apply to each Borrower location as set forth on SCHEDULE 2.17any amounts required to be deposited into deposit accounts specifically and exclusively used for lottery payments. (c) Each Borrower shall establish and maintain, at its expense, deposit accounts with a Bank Product Provider (the “Blocked Accounts”) into which each Borrower shall promptly either cause all amounts on deposit in the Store Accounts of such Borrower to be sent as provided in Section 6.3(b) above or shall itself deposit or cause to be deposited all proceeds of Collateral received by such Borrower in the form of cash, cash equivalents, checks and other items of payment of a type ordinarily deposited into a deposit account, including without limitation all proceeds from sales of Inventory and all amounts paid to each Borrower from Credit Card Issuers and Credit Card Processors (it being understood that the banks listed on Schedule 8.10 to the Information Certificate are acceptable to Agent for purposes of this Section). Loan Parties shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. At any time an Event of Default shall have occurred and be continuing, promptly upon Agent’s request, Loan Parties shall deliver, or cause to be delivered, to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by such banks where a Store Account is maintained as Agent shall specify. Without limiting any other rights or remedies of Agent or Lenders, Agent may, at its option, and shall (upon the direction of the Required Lenders), instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time that a Cash Dominion Period exists. Without limiting any other rights or remedies of Agent or Lenders, in the event that a Deposit Account Control Agreement is in effect for a Store Account, then Agent may, at its option, and shall (upon the direction of the Required Lenders), instruct the depository bank at which the Store Account is maintained to transfer all available funds received or deposited into the Store Account to the Agent Payment Account at any time that an Event of Default shall have occurred and be continuing. At all times that Agent shall have notified any depository bank to transfer funds from a Blocked Account or Store Account to the Agent Payment Account, all payments made to such Blocked Accounts or Store Accounts, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. Without duplication of the provisions of the last sentence of subsections (b) and (e) of this Section 6.3, the provisions of this subsection (c) shall not apply to any amounts required to be deposited into deposit accounts specifically and exclusively used for lottery payments. (d) For purposes of calculating interest on the Lender Obligationsamount of the Loans available to each Borrower, all payments received in the payments or other funds received pursuant to paragraph (b) above after 2:00 Agent Payment Account by 1:30 p.m. (Boston time) on any day Chicago, Illinois time will be applied (conditional upon final collection) to the Lender Obligations one (1) on the Business Day following the date of receipt by Agent of immediately available funds by in the Agent from Payment Account, and if received in the concentration accounts identified Agent Payment Account on SCHEDULE 2.17any Business Day after 1:30 p.m. Chicago, Illinois time, then on the next Business Day. For the purposes of calculating interest on the amount of the Revolving Credit Advances or Swing Line Loans available to the BorrowersObligations, such payments or other funds received will be applied (conditional upon final collection) to the Lender Obligations on the Business Day of receipt of immediately available funds by the Agent in the concentration accounts identified on SCHEDULE 2.17, if Agent Payment Account provided such payments or other funds are received within sufficient time (in accordance with the Agent's usual and customary practices as in effect from time to Agent Payment Account by 1:30 p.m. Chicago, Illinois time) to credit Borrowers' loan account on such day, and if notreceived in the Agent Payment Account on any Business Day after 1:30 p.m. Chicago, Illinois time, then on the next Business Day. All such payments . (e) Each Loan Party and their respective Subsidiaries shall, acting as trustee for Agent, receive all cash, cash equivalents, checks and other items of payment of a type ordinarily deposited into a deposit account relating to and/or proceeds of Collateral which come into their possession or under their control and promptly upon receipt thereof shall deposit or cause the same to be applied by deposited in the Agent FIRST to any outstanding Swing Line Loans and SECOND, at Store Accounts or the Agent's election and Blocked Accounts in accordance with (and subject to the exceptions contained in) Sections 6.3(b) and (c) hereof and the last sentence of Section 5.2(d) hereof. In no event shall the same be commingled with any funds of any Loan Party which do not constitute Collateral (other than funds which constitute the proceeds of lottery payments). Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other deposit account or investment account is established or any other bank, financial institution or other person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution or other person. The obligations of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination of this Agreement. Without duplication of the provisions of the last sentence of subsections (b) and (c) of this Section 4.2(a)6.3, the provisions of this subsection (e) shall not apply to any outstanding Revolving Credit Advances which are Base Rate Loans, amounts required to be deposited into deposit accounts specifically and any amounts not so applied shall be retained in the concentration accounts until they can be so appliedexclusively used for lottery payments.

Collection of Accounts. (a) American Ski and the Borrowers Each Borrower shall establish and maintain, at their its expense, deposit account arrangements and merchant payment arrangements with the Agent and the other banks set forth on SCHEDULE 2.17 hereto and after prior written notice Schedule 8.10 to the Agent, Information Certificate and subject to Section 5.2(d) hereof such other banks as any such Borrower may hereafter select that are acceptable to the Agentselect. The banks set forth on SCHEDULE 2.17 Schedule 8.10 to the Information Certificate constitute all of the banks with whom American Ski, any Borrower and any Restricted Subsidiary has which Borrowers have deposit account arrangements and merchant payment arrangements as of the date hereof and identifies each of the deposit accounts at such banks to an operating that are used solely for receiving store receipts from a retail store location of a Borrower ((together with any other deposit accounts at any time established or used by any Borrower for receiving such Borrower store receipts from any retail store location, collectively, the "Store Accounts" and each individually, a "Store Account") or otherwise describes the nature of the use of such deposit account by such Borrower. (bi) Each Borrower shall deposit all proceeds (other than amounts of cash, not to exceed $100,000 for any location operated by such Borrower, for opening cash at such location consistent with past practices so long as no Default exists or has occurred) from sales of goods or services Inventory in every form, including, without limitation, cash, checks, checks and other forms of daily store receipts (other than credit or debit card sales drafts, credit or debit card sales or charge slips or receipts and other forms of daily receipts), from each retail store location of each such Borrower on each Business Day into the concentration accounts Store Account of the Borrowers such Borrower used solely for such purpose and identified to each Borrower such retail store location as set forth on SCHEDULE 2.17Schedule 8.10 to the Information Certificate. All such funds deposited into the Store Accounts shall be sent by wire transfer or other electronic funds transfer no less frequently than weekly or more frequently upon Agent's request at any time that an Event of Default exists or has occurred and is continuing to the Blocked Accounts as provided in Section 6.3(a)(ii) below, except nominal amounts which are required to be maintained in such Store Accounts under the terms of such Borrower's arrangements with the bank at which such Store Accounts are maintained, which nominal amounts shall not exceed $20,000 as to any individual Store Account at any time. (cii) For purposes Each Borrower shall establish and maintain, at its expense, deposit accounts with such banks as are reasonably acceptable to Agent (the "Blocked Accounts") into which each Borrower shall promptly either cause all amounts on deposit in the Store Accounts of calculating interest on the Lender Obligations, the payments or other funds received pursuant such Borrower to paragraph (bbe sent as provided in Section 6.3(a)(i) above after 2:00 p.m. (Boston time) on or shall itself deposit or cause to be deposited all proceeds from sales of Inventory, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processors and all other proceeds of Collateral. Borrowers shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any day will be applied (conditional upon final collection) to the Lender Obligations one (1) Business Day following the date of receipt of immediately available funds by the Agent from the concentration accounts identified on SCHEDULE 2.17. For purposes of calculating the amount of the Revolving Credit Advances or Swing Line Loans available to the Borrowers, such payments will be applied (conditional upon final collection) to the Lender Obligations on the Business Day of receipt by the Agent in the concentration accounts identified on SCHEDULE 2.17, if such payments are received within sufficient time (in accordance with the Agent's usual and customary practices as in effect from time to timetime Agent may become the bank's customer with respect to any of the Blocked Accounts and promptly upon Agent's request, Borrowers shall execute and deliver such agreements and documents as Agent may reasonably require in connection therewith. Each Deposit Account Control Agreement with the depository banks at which the Blocked Accounts are maintained shall provide that all proceeds from sales of Inventory and all proceeds of other Collateral at any time received for deposit therein, and all available funds from time on deposit therein, will be transferred, upon written notice from Agent, to the Agent Payment Account (provided, however, that proceeds of Loans remitted by Agent (on behalf of Agent and/or Lenders) to credit any loan disbursement or operating account of Borrowers' loan , that is identified as an account maintained for such purpose on such daySchedule 8.10 to the Information Certificate, and if not, then on the next Business Day. All such payments shall not be applied by so transferred to the Agent FIRST to any outstanding Swing Line Loans and SECONDPayment Account). Until such time as the Agent shall so notify the depository banks at which the Blocked Accounts are maintained, at each such depository bank shall transfer the Agent's election and in accordance with the provisions of Section 4.2(a), to any outstanding Revolving Credit Advances which are Base Rate Loans, and any amounts not so applied shall be retained funds on deposit in the concentration accounts until they can Blocked Accounts to such operating bank account of Borrowers as Borrowers shall specify in writing to both the depository bank and Agent. Agent will only instruct the depository banks at which the Blocked Accounts are maintained to transfer to the Agent Payment Account all funds received or deposited into the Blocked Account at any time that (A) a Default or Event of Default shall have occurred and be so applied.continuing or (B) Borrower fails at any time to maintain Excess Availability of at least $20,000,000. Solely for the purposes of the calculation of Excess Availability pursuant to this

Collection of Accounts. (a) American Ski During the term of this Agreement and the Borrowers shall establish and maintain, at their expense, deposit account arrangements with the Agent and the other banks set forth on SCHEDULE 2.17 hereto and after prior written notice to the Agent, such other banks as any Borrower may hereafter select that are acceptable to the Agent. The banks set forth on SCHEDULE 2.17 constitute all of the banks with whom American Ski, any Borrower and any Restricted Subsidiary has deposit account arrangements as of the date hereof and identifies each of the deposit accounts at such banks to an operating location of such Borrower or otherwise describes the nature of the use of such deposit account by such Borrower. (b) Each Borrower shall deposit all proceeds (other than amounts of cash, not to exceed $100,000 for any location operated by such Borrower, for opening cash at such location consistent with past practices so long as no Default exists or has occurred) from sales of goods or services in every formany Obligation remains outstanding, including, without limitation, cash, checks, credit or debit card sales drafts, credit or debit card sales or charge slips or receipts and other forms of daily receipts, from each location of each Borrower shall be a party to a three party agreement (the “Lockbox Agreement”) with Bank and a lockbox provider (the “Lockbox Provider”). The Lockbox Agreement and Lockbox Provider shall be acceptable to Bank. Borrower shall use the lockbox address as the payment address on each Business Day all invoices issued by Borrower and shall direct all its Account Debtors to remit their payments to the lockbox address. The Lockbox Agreement shall provide that the Lockbox Provider shall remit all collections received in the lockbox to Bank. Upon Bank’s receipt of such collections, in immediately available funds, and after the Bank’s ordinary course processing thereof, Bank shall apply the same as follows: (i) If a Streamline Period is in effect, Bank shall deposit such proceeds into the concentration accounts operating account of the Borrowers identified to each Borrower location as set forth on SCHEDULE 2.17.at Bank that is designated by Borrower; and (cii) For purposes of calculating interest on the Lender ObligationsIf a Streamline Period is not in effect, the payments or other funds received pursuant to paragraph (b) above after 2:00 p.m. (Boston time) on any day will be applied (conditional upon final collection) Bank shall apply such proceeds to the Lender Obligations one (1) Business Day following the date of receipt of immediately available funds by the Agent from the concentration accounts identified on SCHEDULE 2.17. For purposes of calculating the amount of the Revolving Credit Advances or Swing Line Loans available to the Borrowers, such payments will be applied (conditional upon final collection) to the Lender Obligations on the Business Day of receipt by the Agent in the concentration accounts identified on SCHEDULE 2.17, if such payments are received within sufficient time (in accordance with the Agent's usual and customary practices as in effect from time to time) to credit Borrowers' loan account on such dayoutstanding Advances, and if notall outstanding Advances have been paid in full, then Bank shall deposit the remainder into the operating account of Borrower at Bank that is designated by Borrower; and (iii) If a Default or Event of Default has occurred and is continuing, without limiting Bank’s other rights and remedies, Bank shall have the right to apply such proceeds to the outstanding Obligations in such order as it shall determine in its discretion. It is understood and agreed by Borrower that this Section does not impose any affirmative duty on Bank to do any act other than to turn over such amounts. Without limitation on the next Business Day. All foregoing, whether or not an Event of Default has occurred and is continuing, Borrower shall hold all payments on, and proceeds of, Accounts that Borrower receives, in trust for Bank, and Borrower shall immediately deliver all such payments shall and proceeds to Bank in their original form, duly endorsed, to be applied by to the Agent FIRST Obligations pursuant to any outstanding Swing Line Loans and SECOND, at the Agent's election and in accordance with the provisions terms of Section 4.2(a), to any outstanding Revolving Credit Advances which are Base Rate Loans, and any amounts not so applied shall be retained in the concentration accounts until they can be so applied9.4 hereof.

Collection of Accounts. (a) American Ski and the Borrowers Each Borrower shall establish and maintain, at their its expense, deposit account arrangements and merchant payment arrangements with the Agent and the other banks set forth on SCHEDULE 2.17 Schedule 6.3 hereto and after prior written notice to the Agent, subject to Section 8.10, such other banks as any such Borrower may hereafter select that as are acceptable to the Agent. The banks set forth on SCHEDULE 2.17 Schedule 6.3 constitute all of the banks with whom American Ski, any Borrower and any Restricted Subsidiary has Borrowers have deposit account arrangements and merchant payment arrangements as of the date hereof and identifies each of the deposit accounts at such banks to an operating a Retail Store location of such a Borrower or Retail Store Subsidiary or otherwise describes the nature of the use of such deposit account by such Borrower. (bi) Each Borrower shall establish and maintain, at its expense, deposit all proceeds accounts with such banks as are acceptable to Agent (the "Blocked Accounts") into which each Borrower shall promptly deposit, and Parent shall cause each of the other Obligors to deposit in such Blocked Accounts and direct, their respective account debtors, Credit Card Issuers (other than amounts Originator) and Credit Card Processors to directly remit to such Blocked Accounts payments on its Accounts, Credit Card Receivables and all other payments constituting proceeds of Inventory, other Collateral or other property which is security for the Obligations in the identical form in which such payments are made, whether by cash, not check or other manner. The banks at which the Blocked Accounts are established shall enter into a Deposit Account Control Agreement providing that all items received or deposited in the Blocked Accounts are the property of Agent, that the depository bank has no Lien upon, or right of setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to exceed $100,000 time on deposit therein, that the depository bank holds and will hold the funds therein for the benefit of Agent and Lenders and will comply with instructions originated by Agent without any location operated by Borrower's consent and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Agent, as Agent may from time to time designate for such purpose ("Payment Account"). Subject to the terms and conditions contained herein, Agent shall instruct the depository banks at which the Blocked Accounts are maintained to transfer the funds on deposit in the Blocked Accounts to such operating bank account of each Borrower as such Borrower (or Borrowers' Agent on behalf of such Borrower) may specify in writing to Agent until such time as Agent shall notify the depository bank otherwise. Agent will only instruct the depository banks at which the Blocked Accounts are maintained to transfer all funds received or deposited into the Blocked Accounts to the Payment Account at any time upon and after the occurrence of a Cash Dominion Event. Each Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Agent, for opening cash at such location consistent with past practices so long shall be treated as no Default exists or has occurredpayments to Agent in respect of the Obligations and therefore shall constitute the property of Agent to the extent of the then outstanding Obligations. (ii) Notwithstanding anything to the contrary set forth in Section 6.3(a)(i), Borrowers may direct each of the Retail Store Subsidiaries to first deposit all collections from customers of their retail stores, all proceeds from sales of goods or services Inventory in every form, including, without limitation, cash, checks, credit or debit card sales drafts, credit or debit card sales or charge slips or receipts and other forms of daily store receipts, into a depository account maintained by them with a local bank, used solely for such purpose and identified to each Retail Store as set forth on Schedule 6.3 (together with any other deposit accounts at any time established or used by any Retail Store Subsidiary for receiving such store receipts from any Retail Store, collectively, the "Store Bank Accounts" and each location individually, a "Store Bank Account") provided that (i) all such funds deposited into the Store Bank Accounts shall be sent by wire transfer or by transfer using the automated clearinghouse network no less frequently than twice a week or more frequently upon Agent's request, except nominal amounts which are required to be maintained (A) in such Store Bank Accounts under the terms of each Borrower such Retail Store Subsidiary's arrangements with the bank at which such Store Bank Accounts are maintained as in effect on the date hereof or (B) for such Retail Store Subsidiary's operations, including, without limitation, amounts to cover returned or dishonored checks or returned goods, and which nominal amounts shall not exceed $5,000 as to any individual Retail Store at any time to one of the Concentration Accounts and (ii) on each Business Day into CS Delaware shall remit or cause the concentration accounts applicable depository bank to remit all collected funds in such Concentration Accounts to the Blocked Accounts, except for Excluded Collections. None of Borrowers nor any of the Borrowers identified to Obligors shall open or use any concentration or cash management accounts at any bank or other financial institution, other than the Concentration Accounts and Store Bank Accounts, without the prior written consent of Agent. No later than five (5) days after the occurrence of an Event of Default, each Borrower location as set forth on SCHEDULE 2.17or Obligor which maintains a Concentration Account shall, upon Agent's request, obtain a Deposit Control Agreement, in form and substance to Agent, from each depository bank with respect to such Concentration Account. (c) For purposes of calculating interest on the Lender Obligations, the payments or other funds received pursuant to paragraph (b) above after 2:00 p.m. (Boston time) on any day will be applied (conditional upon final collection) to the Lender Obligations one (1) Business Day following the date of receipt of immediately available funds by the Agent from the concentration accounts identified on SCHEDULE 2.17. For purposes of calculating the amount of the Revolving Credit Advances or Swing Line Loans available to the Borrowers, such payments will be applied (conditional upon final collection) to the Lender Obligations on the Business Day of receipt by the Agent of immediately available funds in the concentration accounts identified on SCHEDULE 2.17, if Payment Account provided such payments and notice thereof are received within sufficient time (in accordance with the Agent's usual and customary practices as in effect from time to timetime and within sufficient time to credit such Borrower's loan account on such day, and if not, then on the next Business Day; provided, that, upon the occurrence of a Cash Dominion Event (other than a Cash Dominion Event arising from the occurrence of an Event of Default), for purposes of calculating the amount of the Loans available to Borrowers such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent in the Payment Account, if such payments are received in the Payment Account by 3:00 p.m. New York City time and Agent has received notice thereof from Borrower's Agent and the bank at which such Payment Account is maintained to credit Borrowers' loan account on such day, and if not, then on the next Business Day. All ; provided, however, that in the event Agent shall receive from Borrower's Agent notice of payments in transit to Agent on the date of such notice ("In-Transit Notice") and Agent shall have determined to its reasonable satisfaction that such payments (collectively, "In-Transit Payments") shall be received by Agent as of the date of such In-Transit Notice, then such In-Transit Payments shall be applied by Agent on such date to the Obligations, solely for purposes of calculating the amount of Loans available to Borrowers (conditional upon final collection), in the amount of the In-Transit Payments set forth in such In-Transit Notice up to the lesser of (A) eighty-five (85%) percent of the amount of such In-Transit Payments set forth in such In-Transit Notice and (B) $5,000,000. For purposes of calculating interest on the Obligations, such payments or other funds received and collected by Agent FIRST on account of the Obligations will be applied (conditional upon final collection) to the Obligations one (1) Business Day following the date of receipt of immediately available funds by Agent in the Payment Account. In addition, with respect to all proceeds of Accounts, Credit Card Receivables and Inventory deposited in the Blocked Accounts or otherwise received by Borrowers, which are not remitted to the Payment Account (which shall only be in accordance with Section 6.3(a)(ii) hereof), Borrowers shall pay to Agent, for its own account, a collection fee on the first day of each month equal to the amount of the Interest Rate on Prime Rate Loans with respect to such proceeds (a) from the earlier of the date of receipt of such proceeds by Borrowers or the date of deposit of such proceeds in the Blocked Accounts and (b) until the next Business Day. (c) Each Borrower and Obligor and all of their directors, employees, agents, Subsidiaries (other than Financing Subsidiaries) and other Affiliates shall, acting as trustee for Agent, receive, as the property of Agent, any outstanding Swing Line Loans monies, checks, notes, drafts or any other payment relating to and/or proceeds of Receivables or other Collateral which come into their possession or under their control and SECONDimmediately upon receipt thereof, at shall deposit or cause the Agent's election and same to be deposited in the accounts of Borrowers in accordance with the provisions of this Section 4.2(a)6.3, or remit the same or cause the same to be remitted, in kind, to Agent; provided, that, if at any outstanding Revolving Credit Advances which are Base Rate Loanstime the Excess Availability shall be less than $10,000,000, Borrowers shall and Parent shall cause each Obligor to promptly upon Agent's request cause the portion thereof representing sales and/or use taxes payable in connection with such sales or otherwise to be deposited into a separate bank account or accounts established for such purpose. In no event shall the same be commingled with a Borrower's or Obligor's own funds. Each Borrower agrees to reimburse Agent on demand for any amounts not so applied shall be retained owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the concentration accounts until they can be so appliedtransfer of funds to or from the Blocked Accounts arising out of the payments by Agent to or indemnification of such bank or person in connection with such Blocked Account or any amounts received therein or transferred therefrom. The obligation of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) American Ski Each Borrower and the Borrowers Guarantor shall establish and maintain, at their its expense, deposit account arrangements and merchant payment arrangements with the Agent and the other banks set forth on SCHEDULE 2.17 hereto and after prior written notice Schedule 8.10 to the Agent, Information Certificate and subject to Section 5.2(d) hereof such other banks as any such Borrower or Guarantor may hereafter select that are acceptable to the Agentselect. The banks set forth on SCHEDULE 2.17 Schedule 8.10 to the Information Certificate constitute all of the banks with whom American Ski, any Borrower which Borrowers and any Restricted Subsidiary has Guarantors have deposit account arrangements and merchant payment arrangements as of the date hereof and identifies each of the deposit accounts at such banks to an operating that are used solely for receiving store receipts from a retail store location of a Borrower (together with any other deposit accounts at any time established or used by any Borrower for receiving such Borrower store receipts from any retail store location, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such deposit account by such Borrower. (bi) Each Borrower shall deposit all proceeds (other than amounts of cash, not to exceed $100,000 for any location operated by such Borrower, for opening cash at such location consistent with past practices so long as no Default exists or has occurred) from sales of goods or services Inventory in every form, including, without limitation, cash, checks, credit or debit card sales drafts, credit or debit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower (other than Medicare Accounts and Medicaid Accounts) into the Store Account of such Borrower used solely for such purpose in accordance with the current practices of such Borrower as of the date hereof, but in any event no less frequently than (x) once every five (5) Business Days if Excess Availability is equal to or greater than $50,000,000, or (y) once every three (3) Business Days if Excess Availability is less than $50,000,000; provided, that, each retail store of a Borrower may retain in such store funds of up to $30,000 immediately after each deposit of funds from such store into the applicable Store Account. All such funds deposited into the Store Accounts shall be sent by wire transfer or other electronic funds transfer on each Business Day into to the concentration accounts Blocked Accounts as provided in Section 6.3(a)(ii) below, except nominal amounts which are required to be maintained in such Store Accounts under the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained (which amounts, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts, shall not in the aggregate exceed $6,000,000 at any one time, except to the extent from time to time additional amounts may be held in the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next Business Day to the Blocked Accounts) and except as Administrative Agent may otherwise agree; provided, that, the $6,000,000 amount referenced above shall be automatically increased if the aggregate number of retail store locations of Borrowers identified to each Borrower location as set forth increases from the aggregate net number of retail store locations of Borrowers that exist on SCHEDULE 2.17the date of this Agreement, by a pro rata amount based on such increase. (cii) For purposes of calculating interest on Within thirty (30) days after the Lender Obligationsdate hereof, the payments each Borrower shall establish and maintain a separate lockbox and related deposit account into which such Borrower shall promptly deposit, and shall direct each Fiscal Intermediary or other funds received pursuant to paragraph (b) above after 2:00 p.m. (Boston time) on any day will be applied (conditional upon final collection) to the Lender Obligations one (1) Business Day following the date of receipt of immediately available funds by the Agent from the concentration accounts identified on SCHEDULE 2.17. For purposes of calculating the amount of the Revolving Credit Advances or Swing Line Loans available to the Borrowers, such payments will be applied (conditional upon final collection) to the Lender Obligations on the Business Day of receipt by the Agent in the concentration accounts identified on SCHEDULE 2.17, if such payments are received within sufficient time (Third Party Payor in accordance with the Agent's usual applicable Medicare and customary practices Medicaid regulations to directly remit, all payments in respect of any Medicare Accounts or Medicaid Accounts. Such separate lockboxes and related deposit accounts shall only be used for purposes of receiving payments in respect of Medicare Accounts and Medicaid Accounts and shall be under the sole control of the applicable Borrower; provided, that, (A) Borrowers shall authorize, direct and instruct the depository banks at which such separate lockboxes and deposit accounts are maintained to remit by federal funds wire transfer all funds received or deposited into such lockboxes and related deposit accounts amounts on deposit in such accounts on a daily basis to one of the Blocked Accounts or such bank account of Administrative Agent as in effect Administrative Agent may from time to timetime designate for such purpose, which instructions by Borrowers to such banks may only be changed after not less than three (3) Business Days’ prior written notice to credit Borrowers' loan account on such day, banks and if not, then on Administrative Agent and (B) any change in such instructions without the next Business Day. All such payments prior written consent of Administrative Agent shall be applied by the Agent FIRST to any outstanding Swing Line Loans an Event of Default hereunder. (iii) Each Borrower shall establish and SECONDmaintain, at its expense, deposit accounts with such banks as are reasonably acceptable to Administrative Agent (the “Blocked Accounts”) into which each Borrower shall promptly either cause all amounts on deposit in the Store Accounts of such Borrower to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds of Receivables or other Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processors and all other proceeds of Collateral (but not including payments of Medicare Accounts or Medicaid Accounts that are sent to the separate lockbox and related deposit accounts established pursuant to clause (ii) above). (iv) Borrowers and Guarantors shall deliver, or cause to be delivered to Administrative Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. At any time a Default or an Event of Default shall exist or have occurred and be continuing, promptly upon Administrative Agent's election ’s request, Borrowers and in accordance with the provisions of Section 4.2(a)Guarantors shall deliver, or cause to be delivered, to Administrative Agent a Deposit Account Control Agreement duly authorized, executed and delivered by such banks where a Store Account is maintained as Administrative Agent shall specify. Without limiting any outstanding Revolving Credit Advances other rights or remedies of Administrative Agent or Lenders, Administrative Agent may, at its option, instruct the depository banks at which the Blocked Accounts are Base Rate Loansmaintained to transfer all available funds received or deposited into the Blocked Accounts to the Administrative Agent Payment Account at any time that either: (A) an Event of Default shall exist or have occurred and be continuing, and any amounts not so applied shall be retained in the concentration accounts until they can be so applied.or

Collection of Accounts. (a) American Ski and the Borrowers Borrower shall establish and maintain, at their its expense, deposit account arrangements blocked accounts (“Blocked Accounts”), with the Agent such Lenders as Borrower may select, and the other banks set forth Administrative Agent shall establish and maintain bank accounts of the Administrative Agent (“Payment Accounts”) in each case on SCHEDULE 2.17 hereto and after prior written notice to the Agent, its own books or with such other banks as any are selected by the Administrative Agent. Borrower may hereafter select shall promptly deposit and direct its account debtors that remit payments by electronic funds transfers to directly remit, to such Blocked Accounts all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are acceptable to the Agentmade, whether by cash, cheque or other manner. The banks set forth at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to the Administrative Agent, providing (i) that all items received or deposited in the Blocked Accounts are subject to the security interest held by the Administrative Agent, that the depository bank has no lien upon, or right to set-off against the Blocked Accounts, the items received for deposit therein, or the funds from time to time on SCHEDULE 2.17 constitute all of deposit therein, save for customary rights in such agreements to recover normal fees, costs and expenses incurred in operating such accounts and reimbursement for chargebacks, errors and items returned through the banks with whom American Skiclearing, any Borrower and any Restricted Subsidiary has deposit account arrangements as of (ii) that the date hereof and identifies each of the deposit accounts at such banks to an operating location of such Borrower depository bank will wire, or otherwise describes transfer, in immediately available funds, on a daily basis, all funds received or deposited into the nature of Blocked Accounts to the use of such deposit account operating accounts maintained by such Borroweran Operating Company with the Swingline Lender (each, a “Collection Account”). (b) Each Borrower shall deposit all proceeds (other than amounts of cash, not to exceed $100,000 for any location operated by such Borrower, for opening cash at such location consistent with past practices so long as no Default exists or has occurred) from sales of goods or services in every form, including, without limitation, cash, checks, credit or debit card sales drafts, credit or debit card sales or charge slips or receipts and other forms of daily receipts, from each location of each Borrower on each Business Day into the concentration accounts of the Borrowers identified to each Borrower location as set forth on SCHEDULE 2.17. (c) For purposes of calculating interest on the Lender Obligationsamount of the Revolving Loans Borrowing Base available to the Borrower, such payments made to the payments or other funds received pursuant to paragraph (b) above after 2:00 p.m. (Boston time) on any day Blocked Account, will be applied (conditional upon final collection) to the Lender Obligations one (1) Business Day following the date of receipt of immediately available funds by the Agent from the concentration accounts identified on SCHEDULE 2.17. For purposes of calculating the amount of the Revolving Credit Advances or Swing Line Loans available to the Borrowers, such payments will be applied (conditional upon final collection) to the Lender Obligations on the Business Day of receipt by the Administrative Agent of immediately available funds in the concentration accounts identified on SCHEDULE 2.17, if Payment Account provided such payments are received within sufficient time (in accordance with the Agent's usual and customary practices as in effect from time to time) to credit Borrowers' Borrower’s loan account account(s) on such day, and if not, then on the next Business Day. All For the purposes of calculating interest on the Revolving Loans, such payments shall or other funds received will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by the Administrative Agent FIRST in the Payment Account provided such payments or other funds are received within sufficient time to credit Borrower’s loan account(s) on such day, and if not, then on the next Business Day. If the Administrative Agent receives funds in a Blocked Account at any time at which no Revolving Loans are outstanding Swing Line Loans and SECONDor in excess of such outstanding Obligations, the Administrative Agent shall transfer such funds to the Borrower at such account as Borrower may direct (which account is, as of the date hereof, set out in Schedule 10.17), provided that the Borrower shall, at the Administrative Agent's election ’s request, deposit such funds to an account maintained at the bank at which the Blocked Accounts are maintained (which account is, as of the date hereof, set out in Schedule 10.17) and, prior to such transfer, shall execute and deliver to the Administrative Agent a cash collateral agreement in form and substance satisfactory to the Administrative Agent providing to the Administrative Agent a first priority security interest over such account. (c) Borrower shall, acting as trustee for the Administrative Agent, receive, as the property of the Administrative Agent, any monies, cheques, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts or the Payment Accounts, or remit the same or cause the same to be remitted, in kind, to the Administrative Agent. In no event shall the same be commingled with Borrower’s own funds. Borrower agrees to reimburse the Administrative Agent on demand for any amounts owed or paid to any bank at which a Blocked Account or Payment Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts or the Payment Accounts arising out of Lenders’ payments to or indemnification of such bank or person, unless such payment or indemnification is caused by the wilful misconduct or gross negligence of such Lender. The obligation of the Borrower to reimburse Lenders for such amounts pursuant to this Section 7.3 shall survive the termination or non-renewal of this Agreement. (d) For greater certainty, the Borrower hereby acknowledges, confirms, covenants and agrees to and in accordance favour of Lenders that notwithstanding an Event of Default, it shall continue to comply with any Blocked Accounts or Payment Accounts agreements required pursuant to this Agreement and that the continued operation of such Blocked Accounts or Payment Accounts before or after an Event of Default shall not in any way be deemed to be an enforcement by Lenders of any of its security agreements and that Lenders have the contractual right, and the Borrower hereby consents and irrevocably and unconditionally authorizes and directs Lenders, to continue to apply any and all deposits and proceeds of Collateral against the outstanding Obligations. (e) Notwithstanding anything to the contrary contained herein, the provisions in this Section 7.3 relating to the Administrative Agent’s dominion over Borrower’s accounts, and particularly the required wire transfer to a Collection Account pursuant to clause (ii) of Section 4.2(a7.3(a), shall only be triggered during the continuance of a Trigger Event. For greater certainty, all other provisions in this Section 7.3 shall apply in any event, including without limitation the obligation to any outstanding Revolving Credit Advances which are Base Rate Loans, and any amounts not so applied shall be retained in make payments into the concentration accounts until they can be so appliedBlocked Accounts.

Collection of Accounts. Borrower shall at all times after February 28, 2005 maintain lockboxes (a"Lockboxes") American Ski and the Borrowers shall establish shall, on or before February 28, 2005, instruct all Account Debtors with respect to Accounts and maintain, General Intangibles of Borrower to remit all Collections in respect thereof to such Lockboxes or local deposit accounts at their expense, deposit account arrangements with the Agent and the other banks set forth on SCHEDULE 2.17 hereto and after prior written notice to the Agent, such other banks as any Borrower may hereafter select that are financial institutions acceptable to the Agent. The banks set forth on SCHEDULE 2.17 constitute all Borrower, Agent and the Lockbox Banks shall enter into the Lockbox Agreements, which among other things shall provide for the opening of the banks with whom American Ski, any Borrower and any Restricted Subsidiary has deposit account arrangements as of the date hereof and identifies each of a Lockbox Account for the deposit accounts of Collections at such banks a Lockbox Bank. Borrower agrees that: (a) all good funds on deposit in each local collection account (other than a local collection account which is subject to an operating location a Control Agreement) in excess of such Borrower $25,000 per account shall be swept pursuant to standing instructions (by wire transfer or otherwise describes the nature of the use of such deposit account by such Borrower. ACH transaction) on a daily basis to a Lockbox Account; and (b) Each Borrower shall deposit all proceeds (other than amounts of cash, not to exceed $100,000 for any location operated by such Borrower, for opening cash at such location consistent with past practices so long as no Default exists or has occurred) from sales of goods or services in every form, including, without limitation, cash, checks, credit or debit card sales drafts, credit or debit card sales or charge slips or receipts Collections and other forms amounts received by Borrower from any Account Debtor or any other source immediately upon receipt shall be deposited into a Lockbox Account. No Lockbox Agreement or arrangement contemplated thereby shall be modified by Borrower without the prior written consent of daily receiptsthe Agent. All amounts received in each Lockbox Account shall be wired each Business Day into an account ("Agent's Account") with the Agent. If at any one time Borrower's Availability has been $30,000,000 or more for at least the last thirty consecutive Business Days (for the purposes of this Section 3.10, from Availability shall not be deemed to be reduced by the reduction of Availability attributed to the issuance of any Replacement Letters of Credit), then, upon Borrower's request, Agent shall give the relevant Lockbox Bank an instruction permitting Borrower to direct the disbursement of funds on deposit in such Lockbox Account. If at any time thereafter either: (x) Borrower's Availability is less than $30,000,000 on any Business Day, or (y) the occurrence of an Event of Default, then all amounts received in each location of each Borrower on Lockbox Account shall be wired each Business Day into the concentration accounts of the Borrowers identified to each Borrower location as set forth on SCHEDULE 2.17. (c) For purposes of calculating interest on the Lender Obligations, the payments or other funds received pursuant to paragraph (b) above after 2:00 p.m. (Boston time) on any day will be applied (conditional upon final collection) to the Lender Obligations one (1) Business Day following the date of receipt of immediately available funds by the Agent from the concentration accounts identified on SCHEDULE 2.17. For purposes of calculating the amount of the Revolving Credit Advances or Swing Line Loans available to the Borrowers, such payments will be applied (conditional upon final collection) to the Lender Obligations on the Business Day of receipt by the Agent in the concentration accounts identified on SCHEDULE 2.17, if such payments are received within sufficient time (in accordance with the Agent's usual Account and customary practices as Borrower shall thereafter no longer be permitted to direct disbursement of any funds in effect from time to time) to credit Borrowers' loan account on deposit in such day, and if not, then on the next Business Day. All such payments shall be applied by the Agent FIRST to any outstanding Swing Line Loans and SECOND, at the Agent's election and in accordance with the provisions of Section 4.2(a), to any outstanding Revolving Credit Advances which are Base Rate Loans, and any amounts not so applied shall be retained in the concentration accounts until they can be so appliedLockbox Account.

Collection of Accounts. (a) American Ski Each Borrower and the Borrowers Guarantor shall establish and maintain, at their its expense, deposit account arrangements and merchant payment arrangements with the Agent and the other banks set forth on SCHEDULE 2.17 hereto and after prior written notice Schedule 8.10 to the Agent, Information Certificate and subject to Section 5.2(d) hereof such other banks as any such Borrower or Guarantor may hereafter select that are acceptable to the Agentselect. The banks set forth on SCHEDULE 2.17 Schedule 8.10 to the Information Certificate constitute all of the banks with whom American Ski, any Borrower which Borrowers and any Restricted Subsidiary has Guarantors have deposit account arrangements and merchant payment arrangements as of the date hereof Effective Date 6991691.13 97 and identifies each of the deposit accounts at such banks to an operating that are used solely for receiving store receipts from a retail store location of a Borrower (together with any other deposit accounts at any time established or used by any Borrower for receiving such Borrower store receipts from any retail store location, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such deposit account by such Borrower. (bi) Each Borrower shall deposit all proceeds (other than amounts of cash, not to exceed $100,000 for any location operated by such Borrower, for opening cash at such location consistent with past practices so long as no Default exists or has occurred) from sales of goods or services Inventory in every form, including, without limitation, cash, checks, credit or debit card sales drafts, credit or debit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower (other than Medicare Accounts and Medicaid Accounts) into the Store Account of such Borrower used solely for such purpose in accordance with the current practices of such Borrower as of the Effective Date, but in any event no less frequently than (x) once every five (5) Business Days if Excess Availability is equal to or greater than $250,000,000, or (y) once every three (3) Business Days if Excess Availability is less than $250,000,000; except, that, Borrowers may have up to $12,500,000 in cash in the aggregate at all retail stores immediately after each Borrower deposit of funds from the stores into the applicable Store Accounts. All such funds deposited into the Store Accounts shall be sent by wire transfer or other electronic funds transfer on each Business Day to the Blocked Accounts as provided in Section 6.3(a)(iii) below, except nominal amounts which are required to be maintained in such Store Accounts under the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained (which amounts, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts, shall not in the aggregate exceed $12,500,000 at any one time, except to the extent from time to time additional amounts may be held in the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next Business Day to the Blocked Accounts) and except as Administrative Agent may otherwise agree; provided, that, the $12,500,000 amount referenced above shall be automatically increased if the aggregate number of retail store locations of Borrowers increases from the aggregate net number of retail store locations of Borrowers that exist on the date of this Agreement, by a pro rata amount based on such increase. (ii) Each Borrower shall establish and maintain a separate lockbox and related deposit account into which such Borrower shall promptly deposit, and shall direct each Fiscal Intermediary or other Third Party Payor in accordance with the concentration applicable Medicare and Medicaid regulations to directly remit, all payments in respect of any Medicare Accounts or Medicaid Accounts. Such separate lockboxes and related deposit accounts shall only be used for purposes of receiving payments in respect of Medicare Accounts and Medicaid Accounts and shall be under the sole control of the applicable Borrower; provided, that, (A) Borrowers identified shall authorize, direct and instruct the depository banks at which such separate lockboxes and deposit accounts are maintained to remit by federal funds wire transfer all funds received or deposited into such lockboxes and related deposit accounts amounts on deposit in such accounts on a daily basis to one of the Blocked Accounts or such bank account of Administrative Agent as Administrative Agent may from time to time designate for such purpose, which instructions by Borrowers to such banks may only be changed after not less than three (3) Business Days’ prior written notice to such banks and Administrative Agent and (B) any change in such instructions 6991691.13 98 without the prior written consent of Administrative Agent shall be an Event of Default hereunder. (iii) Each Borrower shall establish and maintain, at its expense, deposit accounts with such banks as are reasonably acceptable to Administrative Agent (the “Blocked Accounts”) into which each Borrower shall promptly either cause all amounts on deposit in the Store Accounts of such Borrower to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds of Receivables or other Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower location as set forth on SCHEDULE 2.17from Credit Card Issuers and Credit Card Processors and all other proceeds of Collateral (but not including payments of Medicare Accounts or Medicaid Accounts that are sent to the separate lockbox and related deposit accounts established pursuant to clause (ii) above). (civ) For purposes Borrowers and Guarantors shall deliver, or cause to be delivered to Administrative Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2(d) hereof. At any time a Default or an Event of calculating interest Default shall exist or have occurred and be continuing, promptly upon Administrative Agent’s request, Borrowers and Guarantors shall deliver, or cause to be delivered, to Administrative Agent a Deposit Account Control Agreement duly authorized, executed and delivered by such banks where a Store Account is maintained as Administrative Agent shall specify. Without limiting any other rights or remedies of Administrative Agent or Lenders, Administrative Agent may, at its option, instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Administrative Agent Payment Account at any time there is a Cash Dominion Event. Without limiting any other rights or remedies of Administrative Agent or Lenders, in the event that a Deposit Account Control Agreement is in effect for a Store Account, then Administrative Agent may, at its option, instruct the depository bank at which the Store Account is maintained to transfer all available funds received or deposited into the Store Account to the Administrative Agent Payment Account at any time there is a Cash Dominion Event. As to the Blocked Accounts or the Store Accounts, as the case may be, Administrative Agent shall send to Lead Borrower a copy of any such written instruction sent by Administrative Agent to the depository bank promptly thereafter. In the event that at any time ninety (90) days after Administrative Agent has instructed such depository banks to transfer such funds to the Administrative Agent Payment Account, a Cash Dominion Event no longer exists, upon Lead Borrower’s written request received by Administrative Agent within five (5) Business Days after such Cash Dominion Event no longer exists, Administrative Agent shall rescind its prior instructions and give new instructions to such depository banks to transfer the funds on deposit in such accounts to such operating deposit account of Borrowers and Guarantors as Lead Borrower may specify in writing to Administrative Agent until such time as Administrative Agent is entitled to notify and shall notify the Lender Obligationsdepository bank otherwise as provided above. At all times that Administrative Agent shall have notified any depository bank to transfer funds from a Blocked Account or Store Account to the Administrative Agent Payment Account, all payments made to such Blocked Accounts or Store Accounts, whether in respect of the payments Receivables, as proceeds of Inventory or other funds received pursuant Collateral or otherwise shall be treated as payments to paragraph Administrative Agent in respect of the Obligations and therefore shall constitute the property of Administrative Agent and Lenders to the extent of the then outstanding Obligations. (b) above after 2:00 p.m. (Boston time) on any day will be applied (conditional upon final collection) to the Lender Obligations one (1) Business Day following the date of receipt of immediately available funds by the Agent from the concentration accounts identified on SCHEDULE 2.17. For purposes of calculating the amount of the Revolving Credit Advances or Swing Line Loans available to the Borrowerseach Borrower, such payments will be applied (conditional upon final collection) to the Lender Obligations on the Business Day of receipt by the Administrative Agent of immediately available funds in the concentration accounts identified on SCHEDULE 2.17, if Administrative Agent Payment Account provided such payments and notice thereof are received within sufficient time (in accordance with the Administrative Agent's ’s usual and customary practices as in effect from time to time) time and within sufficient time to credit Borrowers' the applicable loan account on such day, and if not, then on the next Business Day. All For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt of immediately available funds by Administrative Agent in the Administrative Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit the applicable loan account on such day, and if not, then on the next Business Day. In the event that at any time or from time to time there are no Loans outstanding or the amounts on deposit in the Blocked Accounts are not being remitted to the Administrative Agent Payment Account, Administrative Agent shall be applied entitled to an administrative fee in an amount calculated based on the Interest Rate for SOFR Rate Loans (on a per annum basis) then in effect multiplied by the Agent FIRST to any outstanding Swing Line Loans and SECOND, at amount of the Agent's election and funds received in the Blocked Account for such day in accordance with the provisions customary practice of Section 4.2(a)Administrative Agent. The economic benefit of the timing in the application of payments (and the administrative fee with respect thereto, if applicable) shall be for the sole benefit of Administrative Agent. (c) Each Borrower and Guarantor and their respective employees, agents and Subsidiaries shall, acting as trustee for Administrative Agent, receive, as the property of Administrative Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative Agent. In no event shall the same be commingled with any outstanding Revolving Credit Advances which are Base Rate Loans, and Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Administrative Agent on demand for any amounts not so applied shall be retained owed or paid to any bank or other financial institution at which a Blocked Account or any other deposit account or investment account is established or any other bank, financial institution or other person involved in the concentration accounts until they can be so appliedtransfer of funds to or from the Blocked Accounts arising out of Administrative Agent’s payments to or indemnification of such bank, financial institution or other person. The obligations of Borrowers to reimburse Administrative Agent for such amounts pursuant to this Section 6.3 shall survive the termination of this Agreement.

Collection of Accounts. (a) American Ski Borrower and the Borrowers each Guarantor shall establish and maintain, at their its expense, deposit account arrangements and merchant payment arrangements with the Agent and the other banks set forth on SCHEDULE 2.17 hereto and after prior written notice Schedule 8.10 to the AgentInformation Certificate and, subject to Section 5.2(d) hereof, such other banks as any Borrower may hereafter select that are acceptable to the Agentselect. The banks set forth on SCHEDULE 2.17 Schedule 8.10 to the Information Certificate constitute all of the banks with whom American Ski, any which Borrower and any Restricted Subsidiary has each Guarantor have deposit account arrangements and merchant payment arrangements as of the date hereof and identifies each of the deposit accounts at such banks to an operating location that are used solely for receiving receipts from one or more retail store locations, warehouses or distribution centers of Borrower and making ordinary course disbursements on account of each such retail store location, warehouse and distribution center (together with any other deposit accounts at any time established or used by Borrower for receiving such receipts from any retail store location, warehouse or distribution center, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such deposit account by such Borrower. (bi) Each Borrower shall deposit all proceeds (other than amounts of cash, not to exceed $100,000 for any location operated by such Borrower, for opening cash at such location consistent with past practices so long as no Default exists or has occurred) from sales of goods or services Inventory in every form, including, without limitation, cash, checks, credit or debit card sales drafts, credit or debit card sales or charge slips or receipts and other forms of daily receiptsstore receipts (other than nominal amounts retained in registers at the retail store locations as cash on hand), from each retail store location of each Borrower on each Business Day into the concentration accounts Store Account of Borrower used solely for such purpose. All such funds deposited into the Borrowers identified Store Accounts shall be sent by wire transfer or other electronic funds transfer no less frequently than three (3) times a week (or more frequently upon Agent’s request at any time after the occurrence of a Cash Dominion Event) to each Borrower the Blocked Accounts as provided in Section 6.3(a)(ii) below, except nominal amounts which are required to be maintained in such Store Accounts under the terms of Borrower’s arrangements with the bank at which such Store Accounts are maintained, which nominal amounts shall not exceed $5,000 at any time as to any individual retail store location and shall not exceed $1,000,000 in the aggregate any time as set forth on SCHEDULE 2.17to all retail store locations. (cii) Borrower shall establish and maintain, at its expense, deposit accounts with such banks as are reasonably acceptable to Agent (the “Blocked Accounts”) into which Borrower shall promptly either cause all amounts on deposit in the Store Accounts of Borrower to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds from sales of Inventory, and all other amounts payable to Borrower from Credit Card Issuers and Credit Card Processors and all other proceeds of Collateral. Borrower and each Guarantor shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or, subject to the terms of the Term Loan Intercreditor Agreement, at any time and from time to time Agent may become the bank’s customer with respect to any of the Blocked Accounts and promptly upon Lender’s request, Borrower shall execute and deliver such agreements and documents as Lender may require in connection therewith. Borrower and each Guarantor each agree that all payments made to such Blocked Accounts or other funds received and collected by Agent, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent to the extent of the then outstanding Obligations, subject to the terms of the Term Loan Intercreditor Agreement as to proceeds of Term Loan Priority Collateral; provided, that, subject to the terms of the Term Loan Intercreditor Agreement, each Deposit Account Control Agreement shall provide that the applicable depository banks at which the Blocked Accounts are maintained are authorized by Agent to transfer the funds on deposit in the Blocked Accounts to such operating bank account of Borrower as Borrower may specify in writing to Agent until such time as Agent shall notify the depository bank otherwise. Subject to the terms of the Term Loan Intercreditor Agreement, Agent may instruct the depository banks at which the Blocked Accounts are maintained to transfer all funds received or deposited into the Blocked Accounts to the Payment Account at any time a Cash Dominion Event shall exist or have occurred. (b) For purposes of calculating the amount of the Loans available to Borrower, such payments shall be applied (conditional upon final collection) to the Obligations, in accordance with Section 6.4(a) hereof on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent’s usual and customary practices, as in effect from time to time, by 11:00 a.m. Chicago, Illinois time and if not, then on the next Business Day. For the purposes of calculating interest on the Lender Obligations, the such payments or other funds received pursuant to paragraph (b) above after 2:00 p.m. (Boston time) on any day will be applied (conditional upon final collection) to the Lender Obligations one (1) Business Day following on the date of receipt of immediately available funds by the Agent from the concentration accounts identified on SCHEDULE 2.17. For purposes of calculating the amount of the Revolving Credit Advances or Swing Line Loans available to the Borrowers, such payments will be applied (conditional upon final collection) to the Lender Obligations on the Business Day of receipt by the Agent in the concentration accounts identified on SCHEDULE 2.17, if such payments are received Agent Payment Account and within sufficient time (in accordance with the Agent's usual and customary practices as in effect from time to time) to credit Borrowers' Borrower’s loan account on such day, and if not, then on the next Business Day. All . (c) Upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Term Loan Intercreditor Agreement as to proceeds of Term Loan Priority Collateral, Borrower and each Guarantor and their respective shareholders, directors, employees, agents, Subsidiaries or other Affiliates shall, acting as trustee for Agent, receive, as the property of Agent, any monies, cash, checks, drafts, notes, credit card sales drafts, credit card sales or charge slips or receipts, other forms of store receipts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall remit the same or cause the same to be remitted, in kind, to Agent, or shall deposit or cause the same to be deposited in the applicable Store Account of Borrower and all such payments funds deposited into such Store Account shall be applied sent by wire transfer or other electronic funds transfer on each Business Day to a Blocked Account; provided, that, at any time a Cash Dominion Event has occurred and is continuing, Borrower shall promptly upon Agent’s request cause the portion thereof representing sales and/or use taxes payable in connection with such sales or otherwise to be deposited into a separate bank account or accounts established for such purpose. Borrower agrees to reimburse Agent FIRST on demand for any amounts owed or paid to any outstanding Swing Line Loans and SECONDbank or other financial institution at which a Blocked Account or any other deposit account or investment account is established or any other bank, at the Agent's election and in accordance with the provisions of Section 4.2(a), to any outstanding Revolving Credit Advances which are Base Rate Loans, and any amounts not so applied shall be retained financial institution or other person involved in the concentration accounts until they can be so appliedtransfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution or other person. The obligations of Borrower to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination of this Agreement.

Collection of Accounts. (a) American Ski Borrowers and the Borrowers Guarantors shall establish and maintain, at their expense, deposit account arrangements blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Agent may specify, with the Agent and the other banks set forth on SCHEDULE 2.17 hereto and after prior written notice to the Agent, such other banks as any Borrower may hereafter select that are acceptable to Agent into which Borrowers and Guarantors shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the Agentidentical form in which such payments are made, whether by cash, check or other manner. The Borrowers and Guarantors shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time. Agent shall instruct the depository banks set forth at which the Blocked Accounts are maintained to transfer the funds on SCHEDULE 2.17 constitute deposit in the Blocked Accounts to such operating bank account of Parent or Borrowers as Borrower Agent may specify in writing to Agent until such time as Agent shall notify the depository bank otherwise. Without limiting any other rights or remedies of Agent or Lenders, Agent may, at its option, instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time that either: (i) an Event of Default shall exist or have occurred and be continuing, or (ii) Excess Availability is less than $20,000,000. Agent shall send to Borrower Agent a copy of any such written instruction sent by Agent to the depository bank promptly thereafter. In the event that at any time after Agent has instructed such depository banks with whom American Skito transfer such funds to the Agent Payment Account, any Borrower and any Restricted Subsidiary has deposit account arrangements as of the date hereof and identifies each of the deposit accounts at conditions set forth in clauses (i) and (ii) above do not exist or have not occurred and are not continuing for a period of thirty (30) consecutive days, upon Borrower Agent's written request received by Agent within five (5) Business Days after the end of such thirty (30) day period, Agent shall instruct such depository banks to an transfer the funds on deposit in such accounts to such operating location deposit account of Parent or a Borrower as Borrower Agent may specify in writing to Agent until such Borrower time as Agent is entitled to notify and shall notify the depository bank otherwise as provided above. Borrowers and Guarantors agree that all payments made to such Blocked Accounts or other funds received and collected by Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise describes the nature shall be treated as payments to Agent and Lenders in respect of the use Obligations and therefore shall constitute the property of such deposit account by such BorrowerAgent and Lenders to the extent of the then outstanding Obligations. (b) Each Borrower shall deposit all proceeds (other than amounts of cash, not to exceed $100,000 for any location operated by such Borrower, for opening cash at such location consistent with past practices so long as no Default exists or has occurred) from sales of goods or services in every form, including, without limitation, cash, checks, credit or debit card sales drafts, credit or debit card sales or charge slips or receipts and other forms of daily receipts, from each location of each Borrower on each Business Day into the concentration accounts of the Borrowers identified to each Borrower location as set forth on SCHEDULE 2.17. (c) For purposes of calculating interest on the Lender Obligations, the payments or other funds received pursuant to paragraph (b) above after 2:00 p.m. (Boston time) on any day will be applied (conditional upon final collection) to the Lender Obligations one (1) Business Day following the date of receipt of immediately available funds by the Agent from the concentration accounts identified on SCHEDULE 2.17. For purposes of calculating the amount of the Revolving Credit Advances or Swing Line Loans available to the Borrowerseach Borrower, such payments will be applied (conditional upon final collection) to the Lender Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent in the concentration accounts identified on SCHEDULE 2.17, if Payment Account provided such payments and notice thereof are received within sufficient time (in accordance with the Agent's usual and customary practices as in effect from time to time) time and within sufficient time to credit Borrowers' such Borrower's loan account on such day, and if not, then on the next Business Day. (c) Each Borrower and Guarantor and their respective directors, employees, agents, Subsidiaries or other Affiliates shall, acting as trustee for Agent, receive, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. All such payments In no event shall the same be applied by the commingled with any Borrower's or Guarantor's own funds. Borrowers agree to reimburse Agent FIRST on demand for any amounts owed or paid to any outstanding Swing Line Loans and SECOND, bank at which a Blocked Account or any other deposit account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent's election and in accordance with payments to or indemnification of such bank or person. The obligations of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the provisions termination of Section 4.2(a), to any outstanding Revolving Credit Advances which are Base Rate Loans, and any amounts not so applied shall be retained in the concentration accounts until they can be so appliedthis Agreement.

Collection of Accounts. Borrower shall at all times maintain lockboxes (the "Lockboxes") and, immediately after the Closing Date, shall instruct all Account Debtors with respect to the Accounts, General Intangibles, and Negotiable Collateral of Borrower to remit ALL Collections in respect thereof to such Lockboxes. Borrower, Agent, and the Lockbox Banks shall enter into the Lockbox Agreements, which among other things shall provide for the opening of a Lockbox Account for the deposit of Collections at a Lockbox Bank. Borrower agrees that all Collections and other amounts received by Borrower from any Account Debtor or any other source immediately upon receipt shall be deposited into a Lockbox Account. No Lockbox Agreement or arrangement contemplated thereby shall be modified by Borrower without the prior written consent of Agent. Upon the terms and subject to the conditions set forth in the Lockbox Agreements, all amounts received in each Lockbox Account shall be wired each Business Day into an account (the "Agent's Account") maintained by Agent at a depositary selected by Agent. (a) American Ski Borrower shall cause all cash received by Borrower at any retail store location (other than cash for use in the Borrower's cash registers up to a maximum amount of $2,000 per store and $250,000 in the Borrowers shall establish and maintainaggregate) to be deposited on a daily basis into any Blocked Account or, at their expenseAgent's option, deposit account arrangements with any other bank account, THEREUPON to be deposited to or sent by electronic funds transfer (including, but not limited to, ACH transfers) on each Business Day to the Concentration Account. In addition, Borrower agrees that all other Collections and other amounts received directly by Borrower from any Account Debtor or any other source promptly upon receipt shall be deposited into any Blocked Account. With respect to such bank accounts that are Blocked Accounts, Borrower, Agent and the Blocked Account Banks shall enter into Blocked Account Agreements, which, among other banks things, with respect to all Blocked Accounts (other than the Concentration Account) will provide for all cash deposited into a Blocked Account to be sent by electronic funds transfer (including, but not limited to, ACH transfers) each Business Day to the Concentration Account. With respect to each account (other than Blocked Accounts) into which Collections are deposited, Borrower shall irrevocably authorize and direct in writing, in form and substance satisfactory to Agent, each such bank to send via wire transfer (including, but not limited to, ACH transfers) each Business Day all funds deposited into each such account to the Concentration Account and each such bank shall agree to do so. No Blocked Account Agreement or other arrangement contemplated in this SECTION 2.8(a) shall be modified by Borrower without the prior written consent of Agent. Upon the terms and subject to the conditions set forth on SCHEDULE 2.17 hereto and after prior written notice in the Blocked Account Agreement applicable to the Concentration Account, all amounts received in the Concentration Account shall be wired each Business Day into an account (the "Agent, such other banks as any Borrower may hereafter select that are acceptable to the 's Account") maintained by Agent at a depositary selected by Agent. The banks set forth on SCHEDULE 2.17 constitute all of the banks with whom American Ski, any Borrower and any Restricted Subsidiary has deposit account arrangements as of the date hereof and identifies each of the deposit accounts at such banks to an operating location of such Borrower or otherwise describes the nature of the use of such deposit account by such Borrower. (b) Each Borrower shall not, and shall not permit any of its Subsidiaries to, open or maintain any deposit all proceeds (account or investment account with any bank or other financial institution other than amounts of cashthe Designated Account, not to exceed $100,000 for any location operated the Blocked Accounts and the other accounts listed on SCHEDULE 5.17, except as otherwise agreed by such Borrower, for opening cash at such location consistent with past practices so long as no Default exists or has occurred) from sales of goods or services in every form, including, without limitation, cash, checks, credit or debit card sales drafts, credit or debit card sales or charge slips or receipts the Agent. All deposit accounts and other forms of daily receipts, from each location of each Borrower on each Business Day into the concentration investment accounts of the Borrowers identified to each Borrower location as set forth and its Subsidiaries are listed on SCHEDULE 2.175.17. (c) For purposes of calculating interest on the Lender Obligations, the payments or other funds received pursuant to paragraph (b) above after 2:00 p.m. (Boston time) on any day will be applied (conditional upon final collection) to the Lender Obligations one (1) Business Day following the date of receipt of immediately available funds by the Agent from the concentration accounts identified on SCHEDULE 2.17. For purposes of calculating the amount of the Revolving Credit Advances or Swing Line Loans available to the Borrowers, such payments will be applied (conditional upon final collection) to the Lender Obligations on the Business Day of receipt by the Agent in the concentration accounts identified on SCHEDULE 2.17, if such payments are received within sufficient time (in accordance with the Agent's usual and customary practices as in effect from time to time) to credit Borrowers' loan account on such day, and if not, then on the next Business Day. All such payments shall be applied by the Agent FIRST to any outstanding Swing Line Loans and SECOND, at the Agent's election and in accordance with the provisions of Section 4.2(a), to any outstanding Revolving Credit Advances which are Base Rate Loans, and any amounts not so applied shall be retained in the concentration accounts until they can be so applied.

Collection of Accounts. (a) American Ski and Subject to the Borrowers instructions to be delivered to Agent as described below, each Borrower shall establish and maintain, at their its expense, deposit account arrangements such lockbox and related blocked accounts ("Blocked Accounts"), as Agent may specify, with the Agent and the other banks set forth on SCHEDULE 2.17 hereto and after prior written notice to the Agent, such other banks as any Borrower may hereafter select that are reasonably acceptable to Agent. Each Borrower shall direct its Account Debtors to directly remit to its lockbox all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the Agentidentical form in which such payments are made, whether by cash, check or other manner. The amounts received in the lockbox of each US Borrower shall be promptly deposited in a single Blocked Account held in the name of PAI in its capacity as agent on behalf of US Borrowers. The banks set forth at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Agent, providing that all items received or deposited in the Blocked Accounts are the property of Agent and Lenders, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on SCHEDULE 2.17 constitute deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Agent or any Lender as Agent may from time to time designate for such purpose ("Payment Account"). Agent shall promptly instruct the depository banks with whom American Skiat which the Blocked Accounts are maintained to transfer the funds on deposit in the Blocked Accounts to such operating bank account of Borrowers as PAI may specify in writing to Agent until such time as Agent shall notify the depository bank otherwise. Agent will only instruct the depository banks at which the Blocked Accounts are maintained to transfer all funds received or deposited into the Blocked Accounts to the Payment Account at any time that either: (i) an Event of Default shall exist or have occurred and be continuing, or (ii) Excess Availability shall be less than $15,000,000 and there are Loans or Letter of Credit Accommodations outstanding. In the event that at any Borrower and any Restricted Subsidiary time after Agent has deposit account arrangements as of instructed such depository banks to transfer such funds to the date hereof and identifies Payment Account, each of the deposit accounts at conditions set forth in clauses (i) and (ii) above do not exist or have not occurred and are not continuing, upon PAI's written request, Agent shall instruct such depository banks to an transfer the funds on deposit in such accounts to such operating location bank account of Borrowers as PAI may specify in writing to Agent until such Borrower or time as Agent is entitled to notify and shall notify the depository bank otherwise describes the nature of the use of such deposit account by such Borrower. (b) as provided above. Each Borrower shall deposit agrees that all proceeds (other than amounts of cash, not payments made to exceed $100,000 for any location operated by such Borrower, for opening cash at such location consistent with past practices so long as no Default exists or has occurred) from sales of goods or services in every form, including, without limitation, cash, checks, credit or debit card sales drafts, credit or debit card sales or charge slips or receipts and other forms of daily receipts, from each location of each Borrower on each Business Day into the concentration accounts of the Borrowers identified to each Borrower location as set forth on SCHEDULE 2.17. (c) For purposes of calculating interest on the Lender Obligations, the payments Blocked Accounts or other funds received pursuant and collected by Agent or any Lender, whether in respect of the Accounts, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to paragraph (b) above after 2:00 p.m. (Boston time) on any day will be applied (conditional upon final collection) Lenders in respect of the Obligations and therefore shall constitute the property of Lenders to the Lender Obligations one (1) Business Day following the date of receipt of immediately available funds by the Agent from the concentration accounts identified on SCHEDULE 2.17. For purposes of calculating the amount extent of the Revolving Credit Advances or Swing Line Loans available to the Borrowers, such payments will be applied (conditional upon final collection) to the Lender Obligations on the Business Day of receipt by the Agent in the concentration accounts identified on SCHEDULE 2.17, if such payments are received within sufficient time (in accordance with the Agent's usual and customary practices as in effect from time to time) to credit Borrowers' loan account on such day, and if not, then on the next Business Day. All such payments shall be applied by the Agent FIRST to any outstanding Swing Line Loans and SECOND, at the Agent's election and in accordance with the provisions of Section 4.2(a), to any outstanding Revolving Credit Advances which are Base Rate Loans, and any amounts not so applied shall be retained in the concentration accounts until they can be so appliedObligations.

Collection of Accounts. (a) American Ski and the Borrowers Each Obligor shall establish and maintain, at their its expense, deposit account arrangements and merchant payment arrangements with the Agent and the other banks set forth on SCHEDULE 2.17 Schedule 6.3 hereto and after prior written notice to the Agent, subject to Section 5.4(d), such other banks as any Borrower such Obligor may hereafter select that are acceptable to select. As of the Agent. The date hereof, the banks set forth on SCHEDULE 2.17 Schedule 6.3 hereto constitute all of the banks with whom American Ski, any Borrower and any Restricted Subsidiary has Obligors have deposit account arrangements as of the date hereof and merchant payment arrangements and identifies each of the deposit accounts at such banks to an operating a Retail Store location of such Borrower an Obligor or otherwise describes the nature of the use of such deposit account by such BorrowerObligor. (b) Each Borrower Obligor shall establish and maintain, at its expense, deposit all proceeds accounts with such banks (the “Blocked Accounts”) into which each Obligor shall promptly deposit, and direct, their respective account debtors, Credit Card Issuers (other than amounts Originator) and Credit Card Processors to directly remit to such Blocked Accounts payments on its Accounts, Credit Card Receivables and all other payments constituting proceeds of Inventory, other Collateral or other property which is security for the Obligations in the identical form in which such payments are made, whether by cash, not check or other manner. The banks at which the Blocked Accounts are established shall enter into a Deposit Account Control Agreement reasonably satisfactory to exceed $100,000 for Agent prior to any location operated funds being transferred into such Blocked Account. Subject to the terms and conditions contained herein, Agent shall instruct the depository banks at which the Blocked Accounts are maintained to transfer the funds on deposit in the Blocked Accounts to such operating bank account of each Obligor as such Obligor (or Administrative Borrower on behalf of such Obligor) may specify in writing to Agent until such time as Agent shall notify the depository bank otherwise. Agent will only instruct the depository banks at which the Blocked Accounts are maintained to transfer all funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time upon and after the occurrence of a Cash Dominion Event. Each Obligor agrees that at all times that Agent shall have notified any depository bank to transfer funds from the Blocked Accounts, all payments made to such Blocked Accounts or other funds received and collected by such BorrowerAgent, for opening cash at such location consistent with past practices so long shall be treated as no Default exists or has occurredpayments to Agent in respect of the Obligations and therefore shall constitute the property of Agent to the extent of the then outstanding Obligations. (c) Notwithstanding anything to the contrary set forth in Section 6.3(b), Obligors may direct each of the Retail Store Subsidiaries to first deposit all collections from customers of their Retail Stores, all proceeds from sales of goods or services Inventory in every form, including, without limitation, cash, checks, credit or debit card sales drafts, credit or debit card sales or charge slips or receipts and other forms of daily store receipts, into a depository account maintained by them with a local bank, used solely for such purpose and identified to each Retail Store as set forth on Schedule 6.3 hereto (together with any other deposit accounts at any time established or used by any Obligor for receiving such store receipts from any Retail Store, collectively, the “Store Bank Accounts” and each location individually, a “Store Bank Account”); provided, that, (i) all such funds deposited into the Store Bank Accounts shall be sent by wire transfer or by transfer using the automated clearinghouse network no less frequently than twice a week (or more frequently after the occurrence and during the continuance of each Borrower an Event of Default upon Agent’s request), except nominal amounts which are required to be maintained (A) in such Store Bank Accounts under the terms of such Obligor’s arrangements with the bank at which such Store Bank Accounts are maintained or (B) for such Obligor’s operations, including, without limitation, amounts to cover returned or dishonored checks or returned goods, and which nominal amounts shall not exceed $10,000 as to any individual Retail Store at any time, to one of the Concentration Accounts and (ii) on each Business Day into CS Delaware shall remit or cause the applicable depository bank to remit all collected funds in such Concentration Accounts to the Blocked Accounts, except for Excluded Property. No Obligors shall open or use any concentration or cash management accounts at any bank or other financial institution, other than the Concentration Accounts and Store Bank Accounts, except in compliance with this Section 6.3. No later than five (5) days after the occurrence of the Borrowers identified an Event of Default, each Obligor which maintains a Concentration Account shall, upon Agent’s request, obtain a Deposit Control Agreement, in form and substance reasonably satisfactory to Agent, from each Borrower location as set forth on SCHEDULE 2.17depository bank with respect to such Concentration Account. (cd) For purposes of calculating interest on the Lender Obligations, the payments or other funds received pursuant to paragraph (b) above after 2:00 p.m. (Boston time) on any day will be applied (conditional upon final collection) to the Lender Obligations one (1) Business Day following the date of receipt of immediately available funds by the Agent from the concentration accounts identified on SCHEDULE 2.17. For purposes of calculating the amount of the Revolving Credit Advances or Swing Line Loans available to the Borrowers, such payments will be applied (conditional upon final collection) to the Lender Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent in the concentration accounts identified on SCHEDULE 2.17, if Payment Account provided such payments and notice thereof are received within sufficient time (in accordance with the Agent's ’s usual and customary practices as in effect from time to timetime and within sufficient time to credit such Borrower’s loan account on such day, and if not, then on the next Business Day; provided, that, upon the occurrence and during the continuance of a Cash Dominion Event (other than a Cash Dominion Event arising from the occurrence of an Event of Default), for purposes of calculating the amount of the Loans available to Borrowers such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent in the Agent Payment Account, if such payments are received in the Agent Payment Account by 3:00 p.m. New York City time and Agent has received notice thereof from the Administrative Borrower and the bank at which such Agent Payment Account is maintained to credit Borrowers' ’ loan account on such day, and if not, then on the next Business Day. All For purposes of calculating interest on the Obligations, such payments shall or other funds received and collected by Agent on account of the Obligations will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt of immediately available funds by Agent in the Agent FIRST Payment Account if received prior to 2:00 p.m. and one (1) Business Day following the date of receipt of immediately available funds by Agent in the Agent Payment Account if received after such time. (e) Each Obligor and all of their directors, employees, agents, Subsidiaries (other than Financing Subsidiaries) and other Affiliates shall, acting as trustee for Agent, receive, as the property of Agent, any outstanding Swing Line Loans monies, checks, notes, drafts or any other payment relating to and/or proceeds of Receivables constituting Collateral or other Collateral which come into their possession or under their control and SECONDimmediately upon receipt thereof, at shall deposit or cause the Agent's election and same to be deposited in the accounts of Obligors in accordance with the provisions of this Section 4.2(a)6.3, or remit the same or cause the same to be remitted, in kind, to Agent; provided, that, if at any outstanding Revolving Credit Advances time the Excess Availability shall be less than $10,000,000, Obligors shall promptly upon Agent’s request cause the portion thereof representing sales and/or use taxes payable in connection with such sales or otherwise to be deposited into a separate bank account or accounts established for such purpose until Excess Availability exceeds $10,000,000. In no event during such period in which are Base Rate Loans, and Excess Availability is less than $10,000,000 shall the same be commingled with Obligor’s own funds. Each Obligor agrees to reimburse Agent promptly (but in any event within two (2) Business Days) following Agent’s written demand for any amounts not so applied shall be retained owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the concentration accounts until they can be so appliedtransfer of funds to or from the Blocked Accounts arising out of the payments by Agent to or indemnification of such bank or person in connection with such Blocked Account or any amounts received therein or transferred therefrom. The obligation of Obligors to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination of this Agreement.

Collection of Accounts. (a) American Ski Each Borrower and the Borrowers Guarantor shall establish and maintain, at their its expense, deposit account arrangements and merchant payment arrangements with the Agent and the other banks set forth on SCHEDULE 2.17 Schedule 8.10 hereto and after prior written notice subject to the Agent, Section 5.2(d) hereof such other banks as any such Borrower or Guarantor may hereafter select that are acceptable to the Agentselect. The banks set forth on SCHEDULE 2.17 Schedule 8.10 hereto constitute all of the banks with whom American Ski, any Borrower which Borrowers and any Restricted Subsidiary has Guarantors have deposit account arrangements and merchant payment arrangements as of the date hereof and identifies each of the deposit accounts at such banks to an operating that are used solely for receiving store receipts from a retail store location of a Borrower (together with any other deposit accounts at any time established or used by any Borrower for receiving such Borrower store receipts from any retail store location, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such deposit account by such BorrowerBorrower or Guarantor. (bi) Each Borrower shall deposit all proceeds (other than amounts of cash, not to exceed $100,000 for any location operated by such Borrower, for opening cash at such location consistent with past practices so long as no Default exists or has occurred) from sales of goods or services Inventory in every form, including, without limitation, cash, checks, credit or debit card sales drafts, credit or debit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower into the Store Account of such Borrower used solely for such purpose in accordance with the current and prior practices of such Borrower, but in any event no less frequently than once every three (3) Business Days; provided, that, each retail store of a Borrower may retain in such store funds of up to $10,000 immediately after each deposit of funds from such store into the applicable Store Account. All such funds deposited into the Store Accounts shall be sent by wire transfer or other electronic funds transfer on each Business Day into to the concentration accounts Blocked Accounts as provided in Section 6.3(a)(ii) below, except for (A) nominal amounts which are required to be maintained in such Store Accounts under the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained or (B) with respect to funds deposited in Manual Sweeping Accounts, which shall be sent to the Blocked Accounts not less than twice every week (and which amounts, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts and amounts in Store Accounts, shall not in the aggregate exceed $3,500,000 at any one time, except (1) to the extent from time to time additional amounts may be held in the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next Business Day to the Blocked Accounts, (2) that such amount does not include the aggregate amount of any investments of the Borrowers identified and the Guarantors pursuant to Section 9.10(d), and (3) except as Agent may otherwise agree). (ii) Each Borrower shall establish and maintain, at its expense, deposit accounts with such banks as are reasonably acceptable to Agent (the “Blocked Accounts”) into which each Borrower shall promptly either cause all amounts on deposit in the Store Accounts of such Borrower to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower location as set forth on SCHEDULE 2.17from Credit Card Issuers and Credit Card Processors, and all other proceeds of Collateral. Any Eligible Depository Bank shall be deemed acceptable to Agent. (ciii) For purposes Borrowers and Guarantors shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. Without limiting any other rights or remedies of calculating interest on Agent or Lenders, Agent may, at its option, and shall at the Lender Obligationsdirection of Required Lenders, instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time that an Event of Default is continuing or a Compliance Period is continuing and Agent shall send to Administrative Borrower a copy of any such written instruction sent by Agent to the depository bank promptly thereafter. At all times that Agent shall have notified any depository bank to transfer funds from a Blocked Account to the Agent Payment Account, all payments made to such Blocked Accounts, whether in respect of the Receivables, as proceeds of Inventory or other funds received pursuant Collateral or otherwise shall be treated as payments to paragraph Agent in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. (b) above after 2:00 p.m. (Boston time) on any day will be applied (conditional upon final collection) to the Lender Obligations one (1) Business Day following the date of receipt of immediately available funds by the Agent from the concentration accounts identified on SCHEDULE 2.17. For purposes of calculating the amount of the Revolving Credit Advances or Swing Line Loans available to the Borrowerseach Borrower, such payments will be applied (conditional upon final collection) to the Lender Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent in the concentration accounts identified on SCHEDULE 2.17, if Payment Account provided such payments and notice thereof are received within sufficient time (in accordance with the Agent's ’s usual and customary practices as in effect from time to time) time and within sufficient time to credit Borrowers' the applicable loan account on such day, and if not, then on the next Business Day. All For the purposes of calculating interest on the Obligations, such payments shall or other funds received will be applied by (conditional upon final collection) to the Agent FIRST to any outstanding Swing Line Loans and SECOND, at the Agent's election and Obligations in accordance with Section 6.4(a) hereof on the provisions same Business Day of Section 4.2(a)receipt by Agent of immediately available funds in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time, by 11:00 a.m. New York City time and if not, then on the next Business Day. (c) Upon the occurrence and during the continuance of an Event of Default or upon any Cash Dominion Triggering Event and during any Compliance Period, Borrower and its shareholders, directors, employees, agents, each Borrower and Guarantor and their respective employees, agents and Subsidiaries or other Affiliates shall receive and promptly remit to Agent, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any outstanding Revolving Credit Advances which are Base Rate Loans, and Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Agent on demand for any amounts not so applied shall be retained owed or paid to any bank or other financial institution at which a Blocked Account or any other deposit account or investment account is established or any other bank, financial institution or other Person involved in the concentration accounts until they can be so appliedtransfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution or other Person. The obligations of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) American Ski and the Borrowers Each Loan Party shall establish and continue to maintain, at their its expense, deposit account arrangements and merchant payment arrangements with Lender, the Agent and the other banks approved Non-▇▇▇▇▇ Fargo Account Banks set forth on SCHEDULE 2.17 hereto and after prior written notice Schedule 8.11 to the AgentInformation Certificate, and such other banks as any Borrower Loan Party may hereafter select that are acceptable to the Agentdesignate in accordance with Section 5.3(d) hereof. The banks Non-▇▇▇▇▇ Fargo Account Banks set forth on SCHEDULE 2.17 Schedule 8.11 to the Information Certificate constitute all of the banks (other than the Lender) with whom American Ski, any Borrower and any Restricted Subsidiary which a Loan Party has deposit account arrangements and merchant payment arrangements as of the date hereof and identifies each of the deposit accounts Non-▇▇▇▇▇ Fargo Accounts at such banks to an operating location of such Borrower or otherwise describes the nature of the use of such deposit account by such Borrowerbanks. (b) Each Borrower shall deposit all proceeds (other than amounts of cash, not to exceed $100,000 for any location operated by such Borrower, for opening cash at such location consistent with past practices so long as no Default exists or has occurred) from sales of goods or services Inventory in every form, including, without limitation, cash, checks, credit or debit card sales drafts, credit or debit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of each Borrower on each Business Day into the concentration accounts store account of Borrower used solely for such purpose (each, a “Store Account”), or otherwise into the Borrowers identified to each Borrower location as set forth on SCHEDULE 2.17Payment Account. (c) For purposes Borrower shall send, or cause to be sent to the Payment Account, all such funds deposited into the Store Accounts by wire transfer or other electronic funds transfer no less frequently than (i) weekly during any Non-Peak Period, (ii) bi-weekly during any Peak Period, or (iii) more frequently upon Lender’s request at any time that an Event of calculating interest on Default has occurred and is continuing, in each case except for nominal amounts which are required to be maintained in such Store Accounts under the terms of Borrower’s arrangements with the banks at which such Store Accounts are maintained. (d) Following the occurrence of any Cash Dominion Event, each Loan Party shall direct all Non-▇▇▇▇▇ Fargo Account Banks (or the Lender Obligations, the payments or other funds received pursuant to paragraph (b) above after 2:00 p.m. (Boston time) on any day will be applied (conditional upon final collectionshall instruct all Primary Non-▇▇▇▇▇ Fargo Account Banks) to forward all funds deposited into the Lender Obligations one Store Accounts by daily electronic funds transfer to the Payment Account, subject only to holdback of nominal amounts which are required to be maintained in such Non-▇▇▇▇▇ Fargo Accounts by such Non-▇▇▇▇▇ Fargo Account Bank. (1e) Business Day following the date of receipt of immediately available funds by the Agent from the concentration accounts identified on SCHEDULE 2.17. For purposes of calculating the amount of the Revolving Credit Advances or Swing Line Loans available to the BorrowersBorrower, such payments will be applied (conditional upon final collection) to the Lender Obligations on the Business Day of receipt by the Agent Lender of immediately available funds in the concentration accounts identified on SCHEDULE 2.17, if Payment Account provided such payments and notice thereof are received within sufficient time (in accordance with the Agent's Lender’s usual and customary practices as in effect from time to time) time and within sufficient time to credit Borrowers' Borrower’s loan account on such day, and if not, then on the next Business Day. All For the purposes of calculating interest on the Obligations, such payments shall or other funds received will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Lender in the Agent FIRST to any outstanding Swing Line Loans Payment Account provided such payments or other funds and SECOND, at the Agent's election and notice thereof are received in accordance with Lender’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrower’s loan account on such day, and if not, then on the provisions next Business Day. The economic benefit of Section 4.2(a)the timing in the application of payments (and the administrative charge with respect thereto, if applicable) shall be for the sole benefit of Lender. (f) Each Loan Party and its employees and agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Receivables or other ABL Priority Collateral which come into their possession or under their control and promptly upon receipt thereof, shall deposit or cause the same to be deposited into a ▇▇▇▇▇ Fargo Account or an approved Non-▇▇▇▇▇ Fargo Account, or remit the same or cause the same to be remitted, in kind, to any outstanding Revolving Credit Advances which are Base Rate Loans, and Lender. Each Loan Party agrees to reimburse Lender on demand for any amounts not so applied shall be retained owed or paid to any Non-▇▇▇▇▇ Fargo Account Bank or any other bank, financial institution or other person involved in the concentration accounts until they can be so appliedtransfer of funds to or from a Non-▇▇▇▇▇ Fargo Account arising out of Lender’s payments to or indemnification of such bank, financial institution or other person. The obligations of each Loan Party to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination of this Agreement.

Collection of Accounts. (a) American Ski and the Borrowers Borrower shall establish and maintain, at their its expense, deposit account arrangements and merchant payment arrangements with the Agent and the other banks set forth on SCHEDULE 2.17 Schedule 6.3 hereto and after prior written notice to the AgentLender, subject to Section 9.15, such other banks as any Borrower may hereafter select that as are reasonably acceptable to the AgentLender. The banks set forth on SCHEDULE 2.17 Schedule 6.3 constitute all of the banks with whom American Ski, any Borrower and any Restricted Subsidiary has deposit account arrangements and merchant payment arrangements as of the date hereof and identifies each of the deposit accounts at such banks to an operating a retail store location of such Borrower or otherwise describes the nature of the use of such deposit account by such Borrower. (bi) Each Borrower shall deposit all proceeds (other than amounts of cash, not to exceed $100,000 for any location operated by such Borrower, for opening cash at such location consistent with past practices so long as no Default exists or has occurred) from sales of goods or services Inventory in every form, including, without limitation, cash, checks, credit or debit card sales drafts, credit or debit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of each Borrower on each Business Day business day into the concentration deposit accounts of the Borrowers Borrower used solely for such purpose and identified to each Borrower retail store location as set forth on SCHEDULE 2.17Schedule 6.3, or on a written update thereto from time to time provided by Borrower to Lender. All such funds deposited into the separate deposit accounts in excess of the amounts of cash, not be exceed an average of $5,000 per retail store, retained by such retail store for its daily cash needs consistent with past practices, or, if an Event of Default exists or has occurred and is continuing, all such funds deposited into the separate deposit accounts, shall be sent by wire transfer on a daily basis and all other proceeds of Collateral shall be sent by wire transfer, to the Blocked Accounts as provided in Section 6.3(a)(ii) below. Borrower shall irrevocably authorize and direct in writing, in form and substance satisfactory to Lender, each of the banks into which proceeds from sales of Inventory from each retail store location of Borrower are at any time deposited as provided above to send all funds deposited in such account by wire transfer on a daily basis to the Blocked Accounts and, if at any time required by Lender, Borrower shall use its reasonable efforts to obtain the written agreement by such banks to do so. Such authorization and direction shall not be rescinded, revoked or modified without the prior written consent of Lender. (cii) Borrower shall establish and maintain, at its expense, deposit accounts with such banks as are acceptable to Lender (the "Blocked Accounts") into which Borrower shall promptly either cause all amounts on deposit in its deposit accounts used by each retail store location to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds from sales of Inventory, all amounts payable to Borrower from Credit Card Issuers and Credit Card Processors and all other proceeds of Collateral. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right of setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Borrower agrees that all amounts deposited in such Blocked Accounts or other funds received and collected by Lender, whether as proceeds of inventory or other Collateral or otherwise shall be the property of Lender. (b) For purposes of calculating interest on the Lender Obligationsamount of the Loans or Letter of Credit Accommodations available to Borrower under the Revolving Loan Facility and Letter of Credit Facility, the payments or other respectively, all funds received pursuant to paragraph (b) above after 2:00 p.m. (Boston time) on any day in the Payment Account for Borrower's account will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next Business Day. For purposes of calculating interest on the Obligations, such funds received for Borrower's account in the Payment Account will be applied (conditional upon final collection) to the Obligations one (1) Business Day following the date of receipt of immediately available funds by Lender in the Agent from the concentration accounts identified on SCHEDULE 2.17. For purposes of calculating the amount of the Revolving Credit Advances or Swing Line Loans available to the Borrowers, Payment Account provided such payments will be applied (conditional upon final collection) to the Lender Obligations on the Business Day of receipt by the Agent in the concentration accounts identified on SCHEDULE 2.17, if such payments or other funds and notice thereof are received within sufficient time (in accordance with the AgentLender's usual and customary practices as in effect from time to time) time and within sufficient time to credit Borrowers' Borrower's loan account on such day, and if not, then on the next Business Day. All such payments . (c) Borrower and all of its subsidiaries, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any cash, checks, credit card sales drafts, credit card sales or charge slips or receipts, notes, drafts, all forms of store receipts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender, provided, that, if at any time the Excess Availability shall be applied by less than $1,000,000, Borrower shall promptly upon Lender's request cause the Agent FIRST portion thereof representing sales and/or use taxes payable in connection with such sales or otherwise to be deposited into a separate bank account or accounts established for such purpose. In no event shall and such cash, checks, credit card sales drafts, credit card sales or charge slips or receipts, notes, drafts or other payments be commingled with Borrower's own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any outstanding Swing Line Loans and SECOND, bank at the Agent's election and in accordance with the provisions of Section 4.2(a), to which a Blocked Account is established or any outstanding Revolving Credit Advances which are Base Rate Loans, and any amounts not so applied shall be retained other bank or person involved in the concentration accounts until they can be so appliedtransfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. Exhibit E-15 (ai) American Ski and On or before the Borrowers Closing Date, each Grantor shall (A) direct all of its Account Debtors to make all payments on Accounts directly to one or more Lock Boxes or Controlled Accounts, (B) establish and maintain, at their expense, deposit account arrangements Controlled Accounts with the Agent and the or such other banks set forth on SCHEDULE 2.17 hereto and after prior written notice financial institutions as shall be acceptable to the Agent, into which all payments received in the Lock Boxes shall be deposited, and into which the Grantors will promptly deposit all payments made for inventory or services sold or rendered by the Grantors and received by the Grantors in the identical form in which such other banks as payments were made, whether by cash or check; provided that any Borrower cash payments received by any Grantor may hereafter select that are acceptable to the Agent. The banks set forth on SCHEDULE 2.17 constitute all of the banks with whom American Ski, any Borrower and any Restricted Subsidiary has deposit account arrangements as of the date hereof and identifies each be deposited into one of the deposit accounts at such banks to an operating location of such Borrower or otherwise describes listed on Schedule VIII (the nature of the use of "Initial Accounts") and such deposit account by such Borroweraccounts shall not be required to be subject to Controlled Account Agreements prior to October 12, 2002, provided, further, that the amount on deposit in the Initial Accounts in the aggregate shall not at any time exceed $100,000 and all amounts on deposit in the Initial Accounts shall be transferred no less frequently than weekly to a Controlled Account, and (C) cause each Subsidiary and Affiliate, and any other Person acting for or in concert with the Grantors or their Subsidiaries that receives any monies, checks, notes, drafts or other payments relating to or as proceeds of Accounts or other Collateral, to promptly remit the same (or cause the same to be remitted) in hand to the Controlled Accounts. (bii) Each Borrower The Grantors agree to pay all reasonable fees, costs and expenses which the Grantors and their Subsidiaries incur in connection with opening and maintaining any Lock Box and Controlled Account. All of such fees, costs and expenses which remain unpaid pursuant to any Lock Box or Controlled Account Agreement, to the extent same shall deposit all have been paid by the Agent hereunder, shall constitute Loans under the Credit Agreement, shall be payable to the Agent by the Grantors upon demand, and, until paid, shall bear interest at the highest rate then applicable to Base Rate Loans. All checks, drafts, instruments and other items of payment or proceeds (other than amounts of cashCollateral delivered to the Agent in kind shall be endorsed by the Grantors and their Subsidiaries, to the Agent, and, if that endorsement of any such item shall not to exceed $100,000 be made for any location operated by reason, the Agent is hereby irrevocably authorized to endorse the same on behalf of the Grantors and their Subsidiaries, notwithstanding the inclusion on any such Borroweritem of restrictive notations such as "paid in full", "balance of account", or other restrictions. (iii) Without limiting Section 6.1, for opening cash at such location consistent with past practices the purpose of this Section 4.3(d), and effective so long as no Default exists this Agreement shall remain in force and effect, each of the Grantors, on behalf of itself and its Subsidiaries, irrevocably hereby makes, constitutes and appoints the Agent (and all Persons designated by the Agent for that purpose) as such Grantor's or has occurredsuch Subsidiary's true and lawful attorney and agent-in-fact (A) from sales to endorse the name of such Grantor or its Subsidiary upon said items of payment and/or proceeds of Collateral of the Grantors and upon any chattel paper, document, instrument, invoice or similar document or agreement relating to any account receivable of the Grantors and their Subsidiaries or goods pertaining thereto; (B) to take control in any manner of any item of payment or services proceeds thereof; (C) to have access to any Lock Box or postal box into which any checks or other forms of payment in every form, including, without limitation, cash, checks, credit or debit card sales drafts, credit or debit card sales or charge slips or receipts respect of accounts receivable of the Grantors and their Subsidiaries are remitted; and (D) open all mail containing checks and other forms of daily receipts, from each location payment in respect of each Borrower on each Business Day into the concentration accounts receivable of the Borrowers identified to each Borrower location as set forth on SCHEDULE 2.17Grantors and their Subsidiaries and process such checks and other forms of payment. (civ) For purposes of calculating interest on the Lender Obligations, the payments or other funds received pursuant to paragraph The Agent (b) above after 2:00 p.m. (Boston time) on any day will be applied (conditional upon final collection) to the Lender Obligations one (1) Business Day following the date of receipt of immediately available funds and all Persons designated by the Agent from the concentration accounts identified on SCHEDULE 2.17. For purposes of calculating the amount of the Revolving Credit Advances or Swing Line Loans available to the Borrowersfor such purpose) may, such payments will be applied (conditional upon final collection) to the Lender Obligations on the Business Day of receipt by the Agent in the concentration accounts identified on SCHEDULE 2.17, if such payments are received within sufficient at any time (in accordance with the Agent's usual and customary practices as in effect from time to timetime after the occurrence and during the continuance of an Event of Default, whether before or after notification to any Account Debtor and whether before or after the maturity of any of the Secured Obligations, (A) enforce collection of any accounts receivable or contract rights of the Grantors and their Subsidiaries by suit or otherwise; (B) exercise all of the rights and remedies of the Grantors and their Subsidiaries with respect to credit Borrowers' loan proceedings brought to collect any accounts receivable; (C) surrender, release or exchange all or any part of any accounts receivable of the Grantors and their Subsidiaries, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (D) sell or assign any account on receivable of the Grantors and their Subsidiaries upon such dayterms, for such amount and if not, then on the next Business Day. All at such payments shall be applied by time or times as the Agent FIRST to any outstanding Swing Line Loans and SECOND, at the Agent's election and in accordance with the provisions of Section 4.2(a), to any outstanding Revolving Credit Advances which are Base Rate Loans, and any amounts not so applied shall be retained in the concentration accounts until they can be so applied.deems advisable;

Collection of Accounts. (a) American Ski Borrowers shall, immediately but not later than thirty (30) days after the Closing Date, and the Borrowers shall establish and maintain, at their expense, deposit account arrangements with the Agent and the other banks set forth on SCHEDULE 2.17 hereto and after prior written notice to the Agent, such other banks as any Borrower may hereafter select that are acceptable to the Agent. The banks set forth on SCHEDULE 2.17 constitute all of the banks with whom American Ski, any Borrower and any Restricted Subsidiary has deposit account arrangements as of the date hereof and identifies cause each of the deposit accounts its Subsidiaries to, (i) cause all cash in excess of $5,000 received by Borrowers or any of its Subsidiaries at such banks any of their respective restaurant locations to an operating location of such Borrower or otherwise describes the nature of the use of such deposit account by such Borrower. (b) Each Borrower shall deposit all proceeds (other than amounts of cash, not to exceed $100,000 for any location operated by such Borrower, for opening cash at such location consistent with past practices so long as no Default exists or has occurred) from sales of goods or services in every form, including, without limitation, cash, checks, credit or debit card sales drafts, credit or debit card sales or charge slips or receipts and other forms of daily receipts, from each location of each Borrower be deposited on each Business Day into the concentration accounts designated on Schedule 2.7 as "Local Depository Accounts, " (ii) deposit or send by electronic funds transfer (including, but not limited to, ACH transfers) amounts in such Local Depository Account to the Concentration Account on a regular basis consistent with past practices and (iii) instruct its Account Debtors and other obligors (including credit card processors) to remit all Collections directly to the Concentration Account via electronic funds transfer (including, but not limited to ACH transfers) on each Business Day. In addition, Borrowers agree, and agree to cause each of their respective Subsidiaries, to deposit promptly into the Concentration Account all other Collections and other amounts received directly by such Person from any such Account Debtor or any other source. With respect to such bank accounts that are Bank Agency Accounts, each Borrower or its Subsidiary, as applicable, Collateral Agent and the Bank Agency Account Banks shall enter into Bank Agency Agreements. (b) Schedule 2.7 identifies all contracts to which any Borrower or any of its Subsidiaries is a party with respect to the payment to such Person of the Borrowers identified proceeds of all credit card charges for sales by such Person. With respect to each such contract, such Borrower location or its Subsidiary, as applicable, shall enter into a Credit Card Agreement with the applicable credit card processor and Collateral Agent. Borrowers shall not, and shall cause their respective Subsidiaries not to, attempt to change any direction or designation set forth on SCHEDULE 2.17in the Credit Card Agreements regarding payment or charges without the prior written consent of Lender, and it will not establish any other arrangement with respect to credit-card charges unless, contemporaneously with such establishment, it delivers to Collateral Agent a Credit Card Agreement with respect thereto. (c) For purposes Neither any Borrower nor any of calculating interest on the Lender Obligations, the payments its Subsidiaries shall open or maintain any deposit account with any bank or other funds received pursuant to paragraph (b) above after 2:00 p.m. (Boston time) financial institution other than the Bank Agency Accounts and the other accounts listed on any day will be applied (conditional upon final collection) Schedule 2.7; provided, that Borrowers may amend Schedule 2.7 so long as prior to the Lender Obligations one (1) Business Day following opening of any new account the date of receipt of immediately available funds by the Agent from the concentration accounts identified on SCHEDULE 2.17. For purposes of calculating the amount of the Revolving Credit Advances applicable Borrower or Swing Line Loans available its Subsidiary shall deliver a Bank Agency Agreement to the Borrowers, such payments will be applied (conditional upon final collection) to the Lender Obligations on the Business Day of receipt by the Agent in the concentration accounts identified on SCHEDULE 2.17, if such payments are received within sufficient time (in accordance with the Collateral Agent's usual and customary practices as in effect from time to time) to credit Borrowers' loan account on such day, and if not, then on the next Business Day. All such payments shall be applied by the Agent FIRST to any outstanding Swing Line Loans and SECOND, at the Agent's election and in accordance with the provisions of Section 4.2(a), to any outstanding Revolving Credit Advances which are Base Rate Loans, and any amounts not so applied shall be retained in the concentration accounts until they can be so applied.

Collection of Accounts. (a) American Ski Borrowers and the Borrowers Guarantors shall establish and maintain, at their expense, deposit account arrangements blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Agent may specify, with the Agent and the other banks set forth on SCHEDULE 2.17 hereto and after prior written notice Schedule 31 to the Agent, Information Certificates and such other banks as any Borrower may hereafter select that are reasonably acceptable to Agent; provided, that, not later than sixty (60) days following the date hereof (or such later date as Agent may agree in its discretion), each Borrower and Guarantor shall establish and maintain, at its expense, deposit accounts and cash management services at ▇▇▇▇▇ or one of its Affiliates (except for certain local deposit accounts agreed to by Agent and Borrowers which shall be maintained with such other institutions as are reasonably acceptable to Agent) of a type and on terms reasonably satisfactory to Agent. The banks set forth on SCHEDULE 2.17 Schedule 31 of the Information Certificates constitute all of the banks with whom American Ski, any Borrower which all Borrowers and any Restricted Subsidiary has all Guarantors have deposit account and cash management arrangements as of the date hereof and identifies each of the deposit accounts at such banks to an operating location that are used for receiving receipts from particular locations of such a Borrower or otherwise describes the nature of the use of such deposit account by such Borrower or Guarantor. Such Blocked Accounts may be Central Collection Deposit Accounts, and the term Blocked Accounts shall include the Central Collection Deposit Accounts. Borrowers and Guarantors shall retain the use of their cash, including payments and proceeds of Collateral; provided, that, at any time that a Cash Dominion Event exists or has occurred and is continuing, Agent may, at its option, instruct the banks at which the Blocked Accounts are maintained to remit the funds therein to Agent for application to the Obligations and to otherwise comply only with the instructions of Agent. If such Cash Dominion Event ceases to exist, Agent agrees to notify such banks that such banks are no longer required to remit such funds to the Agent Payment Account or Agent, and that such banks shall transfer such funds to the operations or disbursement accounts of the applicable Borrower upon the instructions of such Borrower. Within sixty (60) days after the date hereof, each Borrower and Guarantor shall have delivered, or caused to be delivered to Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained for which Agent has not yet received a Deposit Account Control Agreement; provided, that, Borrowers and Guarantors shall not be required to deliver such Deposit Account Control Agreements with respect to (i) any deposit account that is specifically and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of any Borrower’s or Guarantor’s salaried employees, or their fiduciary trust accounts and (ii) an account maintained by Borrowers and a management company engaged by Borrowers for the purpose of paying the real property taxes of Borrowers and Guarantors so long as (A) Borrowers prefund the amount of taxes to be paid in such account not earlier than ten (10) Business Days prior to the date such taxes are required to be paid and (B) at all times other than the time when such account may be prefunded during such five (5) day period with the amount of taxes to be so paid, not more than $5,000 is maintained in such account. The Deposit Account Control Agreements shall provide that upon notice from Agent (which shall be given upon the existence or occurrence of a Cash Dominion Event and shall be revoked promptly after the expiration of such Cash Dominion Event), such bank will send funds on a daily basis to the Agent Payment Account and otherwise take instruction with respect to such Blocked Account only from Agent. Promptly upon Agent’s request, each Borrower and Guarantor shall execute and deliver such agreements or documents as Agent may in good faith require in connection therewith. Each Borrower and Guarantor agrees that after notice by Agent to the bank under the Deposit Account Control Agreement, all payments made to such Blocked Accounts or other funds received and collected by Agent, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, in respect of the Obligations and therefore shall constitute the property of Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, to the extent of the then outstanding Obligations. (b) Each Borrower shall deposit all proceeds (other than amounts of cash, not to exceed $100,000 for any location operated by such Borrower, for opening cash at such location consistent with past practices so long as no Default exists or has occurred) from sales of goods or services in every form, including, without limitation, cash, checks, credit or debit card sales drafts, credit or debit card sales or charge slips or receipts and other forms of daily receipts, from each location of each Borrower on each Business Day into the concentration accounts of the Borrowers identified to each Borrower location as set forth on SCHEDULE 2.17. (c) For purposes of calculating interest on the Lender Obligations, the payments or other funds received pursuant to paragraph (b) above after 2:00 p.m. (Boston time) on any day will be applied (conditional upon final collection) to the Lender Obligations one (1) Business Day following the date of receipt of immediately available funds by the Agent from the concentration accounts identified on SCHEDULE 2.17. For purposes of calculating the amount of the Revolving Credit Advances or Swing Line Loans available to the Borrowers, such payments will be applied (conditional upon final collection) to the Lender Revolving Loans and other Obligations in respect thereof on the Business Day of receipt by Agent of immediately available funds in the Agent in the concentration accounts identified on SCHEDULE 2.17, if Payment Account provided such payments and notice thereof are received within sufficient time (in accordance with the Agent's ’s usual and customary practices as in effect from time to time) time and prior to credit Borrowers' loan account on such day12:00 p.m., and if not, then on the next Business Day. All For the purposes of calculating interest on the Revolving Loans and other Obligations in respect thereof, for the sole and equal benefit of ▇▇▇▇▇ Fargo, such payments shall or other funds received will be applied (conditional upon final collection) to the Obligations on the same day of the receipt of immediately available funds by Agent in the Agent FIRST Payment Account provided such payments or other funds and notice thereof are prior to 12:00 p.m., and if not, then on the next Business Day. (c) Each Borrower and Obligor and its shareholders, directors, employees, agents, Subsidiaries or other Affiliates shall, acting as trustee for Agent, receive, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly, upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or if a Cash Dominion Event exists or has occurred and is continuing, at Agent’s option, remit the same or cause the same to be remitted, in kind, to the Agent Payment Account. In no event shall the same be commingled with any Borrower’s or Obligor’s funds. Borrowers and Guarantors agree to reimburse Agent on demand for any amounts owed or paid to any outstanding Swing Line Loans and SECOND, bank at the Agent's election and in accordance with the provisions of Section 4.2(a), to which a Blocked Account or any outstanding Revolving Credit Advances which are Base Rate Loans, and other deposit account is established or any amounts not so applied shall be retained other bank or Person involved in the concentration accounts until they can be so appliedtransfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank or Person. The obligation of Borrowers and Guarantors to reimburse Agent for such amounts pursuant to this Section 6.3(c) shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) American Ski Borrowers and the Borrowers Guarantors shall establish and maintain, at their expense, all deposit accounts and cash management services of a type and on terms, as Lender may specify at Wachovia no later than July 31, 2009 (as such date may be extended by Lender, at its option) and until such transfer of those services and accounts to Wachovia, then with ▇▇▇▇▇▇▇ Bank in the accounts specified on Schedule 8.10 to the Information Certificate. ▇▇▇▇▇▇▇ Bank and Wachovia are only banks with which Borrowers and Guarantors have deposit account arrangements with the Agent and the other banks set forth on SCHEDULE 2.17 hereto and after prior written notice to the Agent, such other banks as any Borrower may hereafter select that are acceptable to the Agent. The banks set forth on SCHEDULE 2.17 constitute all of the banks with whom American Ski, any Borrower and any Restricted Subsidiary has deposit account cash management arrangements as of the date hereof of this Agreement and identifies each Schedule 8.10 of the deposit accounts at such banks to an operating location of such Borrower or otherwise Information Certificate describes the nature of the use of such deposit account by such BorrowerBorrower or Guarantor (collectively, together with any accounts of Borrowers and Guarantors at Lender or an Affiliate of Lender, the “Cash Management Accounts” and individually a “Cash Management Account”). Without limiting the requirement set forth above with respect to the establishment and maintenance of the Cash Management Accounts and Concentration Accounts at Wachovia and any other rights of Lender, in the event that on July 31, 2009, substantially all of the deposit accounts and cash management of Borrowers and Guarantors are established and operating at Wachovia but circumstances, in the determination of Lender, prevent the closing of the deposit accounts at ▇▇▇▇▇▇▇ Bank, Borrowers and Guarantors shall deliver, or cause to be delivered to Lender, a Deposit Account Control Agreement in accordance with Section 5.2(d) hereof, duly authorized, executed and delivered by ▇▇▇▇▇▇▇ Bank a Cash Management Account or Concentration Account is maintained until such time as such deposit accounts may be closed. (b) Each Borrower Borrowers shall, and shall cause Guarantors to, deposit or cause to be deposited all proceeds (other than amounts of cashCollateral, not to exceed $100,000 for any location operated by such Borrower, for opening cash at such location consistent with past practices so long as no Default exists or has occurred) including all proceeds from sales of goods or services in every formInventory, including, without limitation, cash, checks, credit or debit card sales drafts, credit or debit card sales or charge slips or receipts all amounts payable to each Borrower and Guarantor and all other forms proceeds of daily receiptsCollateral, from each location of each such Borrower and Guarantor on each Business Day into the concentration accounts Cash Management Account of such Borrower and Guarantor used for such purpose. All such funds deposited into the Borrowers identified Cash Management Accounts shall be sent by wire transfer or other electronic funds transfer each day to each Borrower location as set forth on SCHEDULE 2.17the Concentration Accounts. (c) Without limiting any other rights or remedies of Lender, Lender may, at its option, instruct the depository banks at which the Concentration Accounts are maintained to transfer all available funds received or deposited into the Concentration Accounts to the Lender Payment Account at any time upon the occurrence and during the continuance of a Cash Dominion Event. At all times that Lender shall have notified any depository bank to transfer funds from a Concentration Account to the Lender Payment Account, all payments made to such Concentration Accounts, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Lender in respect of the Obligations and therefore shall constitute the property of Lender to the extent of the then outstanding Obligations. (d) For purposes of calculating interest on the Lender Obligationsamount of the Loans and Letters of Credit available to Borrowers, the such payments or other funds received pursuant to paragraph (b) above after 2:00 p.m. (Boston time) on any day will be applied (conditional upon final collection) to the Lender Obligations one (1) Business Day following the date of receipt of immediately available funds by the Agent from the concentration accounts identified on SCHEDULE 2.17. For purposes of calculating the amount of the Revolving Credit Advances or Swing Line Loans available to the Borrowers, such payments will be applied (conditional upon final collection) to the Lender Obligations on the Business Day of receipt by the Agent Lender of immediately available funds in the concentration accounts identified on SCHEDULE 2.17, if Lender Payment Account provided such payments or other funds and notice thereof are received within sufficient time (in accordance with the Agent's Lender’s usual and customary practices as in effect from time to time) time and within sufficient time to credit Borrowers' such Borrower’s loan account on such day, and if not, then on the next Business Day. (e) Each Borrower and Guarantor and their respective employees, agents and Domestic Subsidiaries shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Concentration Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. All such payments In no event shall the same be applied by the Agent FIRST commingled with any Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Lender on demand for any amounts owed or paid to any outstanding Swing Line Loans and SECONDbank or other financial institution at which a Concentration Account or any other deposit account or investment account is established or any other bank, at the Agent's election and in accordance with the provisions of Section 4.2(a), to any outstanding Revolving Credit Advances which are Base Rate Loans, and any amounts not so applied shall be retained financial institution or other person involved in the concentration accounts until they can be so appliedtransfer of funds to or from the Concentration Accounts arising out of Lender’s payments to or indemnification of such bank, financial institution or other person. The obligations of Borrowers to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination of this Agreement.

Collection of Accounts. (a) American Ski and the Borrowers shall establish and maintain, at their expense, deposit account arrangements and merchant payment arrangements with the Agent and the other banks set forth on SCHEDULE 2.17 8.10 hereto and after prior written notice to the Agent, such other banks as any Borrower Borrowers may hereafter select that as are acceptable to the Agent. The banks set forth on SCHEDULE 2.17 8.10 constitute all of the banks with whom American Ski, any Borrower and any Restricted Subsidiary has Borrowers have deposit account arrangements and merchant payment arrangements as of the date hereof and identifies the Borrower maintaining such arrangements and identifies each of the deposit accounts at such banks to an operating a retail store location of such Borrower Borrowers or otherwise describes the nature of the use of such deposit account by such BorrowerBorrowers. (b) Each Borrower shall deposit all proceeds (other than amounts of cash, not to exceed $100,000 for any location operated by such Borrower, for opening cash at such location consistent with past practices so long as no Default exists or has occurred) from sales of goods or services Inventory in every form, including, without limitation, including cash, checks, credit or debit card sales drafts, credit or debit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of each such Borrower on each Business Day into the concentration deposit accounts of the Borrowers such Borrower used solely for such purpose and identified to each Borrower retail store location as set forth on SCHEDULE 2.178.10. Borrowers shall cause all such funds deposited into the separate deposit accounts to be sent by wire transfer or by automated clearinghouse transfer daily and all other proceeds of Collateral to be sent daily by wire transfer, to the Blocked Accounts or the Agent Payment Account. Each Borrower shall irrevocably direct in writing, in form and substance satisfactory to Agent (a "Payment Direction Letter"), each of the banks in which any such deposit account is located and into which proceeds from sales of Inventory from a retail store location of such Borrower are at any time deposited not to honor any instruction from a Borrower with respect to such deposit account or any funds in such account other than an instruction of such Borrower to send all funds deposited in such account by wire transfer or automated clearinghouse transfer to a Blocked Account or the Agent Payment Account, and to honor any direction of Agent with respect to such deposit account and the funds in such account, even if Agent's direction is contrary to any instruction of a Borrower. Such direction shall not be rescinded, revoked or modified without the prior written consent of Agent. (c) For purposes of calculating interest on the Lender Obligations, the payments or other funds received pursuant to paragraph (b) above after 2:00 p.m. (Boston time) on any day will be applied (conditional upon final collection) to the Lender Obligations one (1) Business Day following the date of receipt of immediately available funds by the Agent from the concentration accounts identified on SCHEDULE 2.17. For purposes of calculating the amount of the Revolving Credit Advances or Swing Line Loans available to the Borrowers, such payments will be applied (conditional upon final collection) to the Lender Obligations on the Business Day of receipt by the Agent in the concentration accounts identified on SCHEDULE 2.17, if such payments are received within sufficient time (in accordance with the Agent's usual Borrowers shall establish and customary practices as in effect from time to time) to credit Borrowers' loan account on such day, and if not, then on the next Business Day. All such payments shall be applied by the Agent FIRST to any outstanding Swing Line Loans and SECONDmaintain, at its expense, deposit accounts with such banks as are acceptable to Agent (the Agent's election and in accordance with the provisions of Section 4.2(a), to any outstanding Revolving Credit Advances which are Base Rate Loans, and any amounts not so applied shall be retained in the concentration accounts until they can be so applied."Blocked Accounts"

Collection of Accounts. (a) American Ski and the Borrowers Borrower shall establish and maintain, at their its expense, deposit account arrangements and merchant payment arrangements with the Agent and the other banks set forth on SCHEDULE 2.17 hereto Schedule 6.3 to the Information Certificate and after prior written notice to the Administrative Agent, and subject to Section 5.3(d), such other banks as any Borrower may hereafter select that as are acceptable to the Administrative Agent. The banks set forth on SCHEDULE 2.17 Schedule 6.3 to the Information Certificate constitute all of the banks with whom American Ski, any Borrower and any Restricted Subsidiary has deposit account arrangements and merchant payment arrangements as of the date hereof and such Schedule identifies each of the deposit accounts at such banks to an operating a retail store location of such Borrower or otherwise describes the nature of the use of such deposit account by such Borrower. (bi) Each Borrower shall deposit all proceeds (other than amounts of cash, not to exceed $100,000 for any location operated by such Borrower, for opening cash at such location consistent with past practices so long as no Default exists or has occurred) from sales of goods or services Inventory in every form, including, without limitation, cash, checks, credit or debit card sales drafts, credit or debit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of each Borrower on each Business Day into the concentration deposit accounts of the Borrowers Borrower used solely for such purpose and identified to each Borrower retail store location as set forth on SCHEDULE 2.17Schedule 6.3 to the Information Certificate (together with any other deposit accounts at any time established or used by Borrower for receiving such store receipts from any retail store location, collectively, the “Store Bank Accounts”) or as otherwise provided in Section 6.3(a)(iii) below. Borrower shall irrevocably authorize and direct, and shall use its best efforts to cause, all available funds deposited into the Store Bank Accounts to be sent by wire transfer or by transfer using the automated clearinghouse network (“ACH transfer”) on a daily basis, and all other proceeds of Collateral to be sent by wire transfer or by ACH transfer, to the Blocked Account as provided in Section 6.3(a)(ii) below (except nominal amounts which are required to be maintained in such Store Bank Accounts under the terms of Borrower’s arrangements with the bank at which such Store Bank Accounts are maintained as in effect on the date hereof, not to exceed $250,000 in the aggregate in all such deposit accounts at any time). Borrower shall irrevocably authorize and direct in writing, in form and substance satisfactory to Administrative Agent, each of the banks into which proceeds from sales of Inventory from each retail store location of Borrower are at any time deposited as provided above to send all available funds deposited in such account (other than the nominal amounts referred to above) by wire transfer or ACH transfer on a daily basis to the Blocked Account. Such authorization and direction shall not be rescinded, revoked or modified without the prior written consent of Administrative Agent. In the event any of such banks fails to send such funds to the Blocked Account as provided herein, Borrower shall pursue all of its rights and remedies as a result of such failure. Notwithstanding the foregoing, for those Store Bank Accounts that transfer funds daily by ACH transfer initiated by Borrower’s store management notifying a third party processor, Borrower shall irrevocably authorize and direct in writing, in form and substance satisfactory to Administrative Agent, the third party processor that establishes the routing and executes the ACH transfer to send funds only to the Blocked Accounts and to agree to do so at any time upon Administrative Agent’s request and Administrative Agent shall receive an agreement from such third party processor confirming its agreement to do so. Such authorization and direction shall not be rescinded, revoked or modified without the prior written consent of Administrative Agent. (cii) Borrower shall establish and maintain, at its expense, a deposit account with such bank as is acceptable to Administrative Agent (the “Blocked Account”) into which Borrower shall promptly either cause all amounts on deposit in the Store Bank Accounts to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds from sales of Inventory, all amounts payable to Borrower from Credit Card Issuers and Credit Card Processors and all other proceeds of Collateral. The banks at which the Blocked Account is established shall enter into an agreement, in form and substance satisfactory to Administrative Agent, providing that all items received or deposited in the Blocked Account are the property of Borrower subject to the lien and security interest of Collateral Agent, for the benefit of Agents and Lenders, that the depository bank has no lien upon, or right of setoff against, the Blocked Account, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, immediately available funds, on a daily basis, all funds received or deposited into the Blocked Account to such bank account of Administrative Agent as Administrative Agent may from time to time designate for such purpose (“Payment Account”). Borrower agrees that all amounts deposited in such Blocked Account or in the Store Bank Accounts or other funds received and collected by either Agent, whether as proceeds of inventory or other Collateral or otherwise shall be the property of Collateral Agent, for the benefit of Agents and Lenders. (iii) To the extent Borrower may elect, at Borrower’s option, to use the Armored Car Companies to pick up and collect cash or other proceeds of sales of Inventory from a retail store location, Borrower shall deliver to the Armored Car Companies all proceeds from sales of Inventory and other Collateral from such retail store location of Borrower. Borrower shall irrevocably authorize and direct the Armored Car Companies in writing, in form and substance reasonably satisfactory to Administrative Agent, to remit all such proceeds at any time received by the Armored Car Companies only to the deposit account identified on Schedule 6.3 to the Information Certificate for such purpose and thereafter to the Blocked Accounts. Such authorization and direction to the Armored Car Companies shall not be rescinded, revoked or modified without the prior written consent of Administrative Agent unless Borrower shall cease to do business with such Armored Car Company, provided that upon any such termination the Armored Car Company shall not be released from its obligation to make payments for amounts previously delivered to such Armored Car Company. As of the date hereof, the only Armored Car Companies used by Borrower are those identified in Section 1.7 hereof. Borrower shall not use any other Armored Car Companies for any purpose unless the aforesaid arrangements are in place with such other Armored Car Company. Upon request of the Administrative Agent, Borrower will promptly either obtain and provide an agreement in writing from such other Armored Car Companies, in form and substance satisfactory to Administrative Agent, duly authorized, executed and delivered by such other Armored Car Company, or cease doing business with such Armored Car Company. (b) For purposes of calculating interest on the Lender ObligationsObligations and the amount of Loans available to Borrower, the payments or other funds received pursuant to paragraph (b) above after 2:00 p.m. (Boston time) on any day will in the Payment Account shall be applied to the Obligations (conditional upon final collection) to the Lender Obligations one (1) Business Day following the date of receipt of immediately available funds by the Agent from the concentration accounts identified on SCHEDULE 2.17. For purposes of calculating the amount of the Revolving Credit Advances or Swing Line Loans available to the Borrowers, such payments will be applied (conditional upon final collection) to the Lender Obligations on the Business Day of receipt by the Agent in the concentration accounts identified on SCHEDULE 2.17, if such payments are received within sufficient time (in accordance with the Agent's usual and customary practices as in effect from time to time) to credit Borrowers' loan account on such day, and if not, then on the next Business Day. All such payments shall be applied by the Agent FIRST to any outstanding Swing Line Loans and SECOND, at the Agent's election promptly and in accordance with its customary depository practice as such amounts become available. (c) Borrower and all of its subsidiaries, shareholders, directors, employees, agents or other Affiliates shall, acting as trustee for Collateral Agent, receive, as the provisions property of Section 4.2(a)Borrower subject to the lien and security interest of Collateral Agent, for the benefit of Agents and Lenders, any cash, checks, credit card sales drafts, credit card sales or charge slips or receipts, notes, drafts and all forms of store receipts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to any outstanding Revolving Credit Advances which are Base Rate Loans, and Administrative Agent. Borrower agrees to reimburse Administrative Agent on demand for any amounts not so applied shall be retained owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the concentration accounts until they can be so appliedtransfer of funds to or from the Blocked Accounts arising out of Administrative Agent’s payments to or indemnification of such bank or person. The obligation of Borrower to reimburse Administrative Agent for such amounts pursuant to this Section 6.3 shall survive the termination of this Agreement.

Collection of Accounts. (a) American Ski and the Borrowers Each Borrower shall establish and maintain, at their its expense, deposit account arrangements and merchant payment arrangements with the Agent and the other banks set forth on SCHEDULE 2.17 Schedule 6.3 hereto and after prior written notice to the Agent, subject to Section 8.10, such other banks as any such Borrower may hereafter select that as are acceptable to the Agent. The banks set forth on SCHEDULE 2.17 Schedule 6.3 constitute all of the banks with whom American Ski, any Borrower and any Restricted Subsidiary has Borrowers have deposit account arrangements and merchant payment arrangements as of the date hereof and identifies each of the deposit accounts at such banks to an operating a Retail Store location of such a Borrower or Retail Store Subsidiary or otherwise describes the nature of the use of such deposit account by such Borrower. (bi) Each Borrower shall establish and maintain, at its expense, deposit all proceeds accounts with such banks as are acceptable to Agent (the "Blocked Accounts") into which each Borrower shall promptly deposit, and Parent shall cause each of the other Obligors to deposit in such Blocked Accounts and direct, their respective account debtors, Credit Card Issuers (other than amounts Originator) and Credit Card Processors to directly remit to such Blocked Accounts payments on its Accounts, Credit Card Receivables and all other payments constituting proceeds of Inventory, other Collateral or other property which is security for the Obligations in the identical form in which such payments are made, whether by cash, not check or other manner. The banks at which the Blocked Accounts are established shall enter into a Deposit Account Control Agreement providing that all items received or deposited in the Blocked Accounts are the property of Agent, that the depository bank has no Lien upon, or right of setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to exceed $100,000 time on deposit therein, that the depository bank holds and will hold the funds therein for the benefit of Agent and Lenders and will comply with instructions originated by Agent without any location operated by Borrower's consent and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Agent, as Agent may from time to time designate for such purpose ("Payment Account"). Subject to the terms and conditions contained herein, Agent shall instruct the depository banks at which the Blocked Accounts are maintained to transfer the funds on deposit in the Blocked Accounts to such operating bank account of each Borrower as such Borrower (or Borrowers' Agent on behalf of such Borrower) may specify in writing to Agent until such time as Agent shall notify the depository bank otherwise. Agent will only instruct the depository banks at which the Blocked Accounts are maintained to transfer all funds received or deposited into the Blocked Accounts to the Payment Account at any time upon and after the occurrence of a Cash Dominion Event. Each Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Agent, for opening cash at such location consistent with past practices so long shall be treated as no Default exists or has occurredpayments to Agent in respect of the Obligations and therefore shall constitute the property of Agent to the extent of the then outstanding Obligations. (ii) Notwithstanding anything to the contrary set forth in Section 6.3(a)(i), Borrowers may direct each of the Retail Store Subsidiaries to first deposit all collections from customers of their retail stores, all proceeds from sales of goods or services Inventory in every form, including, without limitation, cash, checks, credit or debit card sales drafts, credit or debit card sales or charge slips or receipts and other forms of daily store receipts, into a depository account maintained by them with a local bank, used solely for such purpose and identified to each Retail Store as set forth on Schedule 6.3 (together with any other deposit accounts at any time established or used by any Retail Store Subsidiary for receiving such store receipts from any Retail Store, collectively, the "Store Bank Accounts" and each location individually, a "Store Bank Account") provided that (i) all such funds deposited into the Store Bank Accounts shall be sent by wire transfer or by transfer using the automated clearinghouse network no less frequently than twice a week or more frequently upon Agent's request, except nominal amounts which are required to be maintained (A) in such Store Bank Accounts under the terms of each Borrower such Retail Store Subsidiary's arrangements with the bank at which such Store Bank Accounts are maintained as in effect on the date hereof or (B) for such Retail Store Subsidiary's operations, including, without limitation, amounts to cover returned or dishonored checks or returned goods, and which nominal amounts shall not exceed $5,000 as to any individual Retail Store at any time to one of the Concentration Accounts and (ii) on each Business Day into CS Delaware shall remit or cause the concentration accounts applicable depository bank to remit all collected funds in such Concentration Accounts to the Blocked Accounts, except for Excluded Collections. None of Borrowers nor any of the Borrowers identified to Obligors shall open or use any concentration or cash management accounts at any bank or other financial institution, other than the Concentration Accounts and Store Bank Accounts, without the prior written consent of Agent. No later than five (5) days after the occurrence of an Event of Default, each Borrower location as set forth on SCHEDULE 2.17or Obligor which maintains a Concentration Account shall, upon Agent's request, obtain a Deposit Control Agreement, in form and substance to Agent, from each depository bank with respect to such Concentration Account. (cb) For purposes of calculating interest on the Lender Obligationsamount of the Loans available to Borrowers, the such payments or other funds received pursuant to paragraph (b) above after 2:00 p.m. (Boston time) on any day will be applied (conditional upon final collection) to the Lender Obligations on the Business Day of receipt by Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Agent's usual and customary practices as in effect from time to time and within sufficient time to credit such Borrower's loan account on such day, and if not, then on the next Business Day. For purposes of calculating interest on the Obligations, such payments or other funds received and collected by Agent on account of the Obligations will be applied (conditional upon final collection) to the Obligations one (1) Business Day following the date of receipt of immediately available funds by Agent in the Agent from Payment Account. In addition, with respect to all proceeds of Accounts, Credit Card Receivables and Inventory deposited in the concentration accounts identified Blocked Accounts or otherwise received by Borrowers, which are not remitted to the Payment Account (which shall only be in accordance with Section 6.3(a)(ii) hereof), Borrowers shall pay to Agent, for its own account, a collection fee on SCHEDULE 2.17. For purposes the first day of calculating each month equal to the amount of the Revolving Credit Advances or Swing Line Interest Rate on Prime Rate Loans available with respect to such proceeds (a) from the Borrowers, such payments will be applied (conditional upon final collection) to earlier of the Lender Obligations on the Business Day date of receipt of such proceeds by Borrowers or the Agent date of deposit of such proceeds in the concentration accounts identified on SCHEDULE 2.17, if such payments are received within sufficient time Blocked Accounts and (in accordance with the Agent's usual and customary practices as in effect from time to timeb) to credit Borrowers' loan account on such day, and if not, then on until the next Business Day. All such payments . (c) Each Borrower and Obligor and all of their directors, employees, agents, Subsidiaries (other than Financing Subsidiaries) and other Affiliates shall, acting as trustee for Agent, receive, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Receivables or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be applied by deposited in the Agent FIRST to any outstanding Swing Line Loans and SECOND, at the Agent's election and accounts of Borrowers in accordance with the provisions of this Section 4.2(a)6.3, or remit the same or cause the same to be remitted, in kind, to Agent; provided, that, if at any outstanding Revolving Credit Advances which are Base Rate Loanstime the Excess -------- ---- Availability shall be less than $10,000,000, Borrowers shall and Parent shall cause each Obligor to promptly upon Agent's request cause the portion thereof representing sales and/or use taxes payable in connection with such sales or otherwise to be deposited into a separate bank account or accounts established for such purpose. In no event shall the same be commingled with a Borrower's or Obligor's own funds. Each Borrower agrees to reimburse Agent on demand for any amounts not so applied shall be retained owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the concentration accounts until they can be so appliedtransfer of funds to or from the Blocked Accounts arising out of the payments by Agent to or indemnification of such bank or person in connection with such Blocked Account or any amounts received therein or transferred therefrom. The obligation of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (aA) American Ski All checks, drafts, cash and other proceeds realized from the Borrowers shall establish and maintain, at their expense, deposit account arrangements with sale of any Inventory or otherwise from the Agent and sale or other disposition of any of the other banks set forth on SCHEDULE 2.17 hereto and after prior written notice to the Agent, such other banks as any Borrower may hereafter select that are acceptable to the Agent. The banks set forth on SCHEDULE 2.17 constitute all of the banks with whom American Ski, any Borrower and any Restricted Subsidiary has deposit account arrangements as of the date hereof and identifies each of the deposit accounts at such banks to an operating location of such Borrower or otherwise describes the nature of the use of such deposit account by such Borrower. (b) Each Borrower shall deposit all proceeds (other than amounts of cash, not to exceed $100,000 for any location operated by such Borrower, for opening cash at such location consistent with past practices so long as no Default exists or has occurred) from sales of goods or services in every formCollateral, including, without limitation, cashall proceeds realized from the collection of the Accounts or otherwise pursuant to any contract right, checksnote, credit or debit card sales draftsbill, credit or debit card sales or charge slips or receipts draft, acceptance, chattel pa▇▇▇, chose in action and other like forms of daily receiptsgeneral intangibles, from each location and all remittances received by either Borrower in respect to the foregoing, shall, upon receipt by the Borrower, be held by such Borrower as trustee of each an express trust for Lender's sole benefit and subject to immediate deposit (in their original form duly endorsed in blank) in the Agency Account or in any other special account over which Lender has the sole right and power of withdrawal, maintained at a financial institution acceptable to Lender (such financial institution and account being herein referred to as the "Depository Bank"). The Agency Account shall be subject to an Agency Account Agreement of the Depository Bank which waives any right of setoff the Depository Bank might otherwise claim to have against any funds in the Agency Account and to otherwise charge any costs relative to the Agency Account to Borrowers or such other account(s) as either Borrower on each Business Day may maintain with the Depository Bank, such Agency Account Agreement to be in form and substance acceptable to Lender. Lender assumes no responsibility for any claim of accord and satisfaction or release with respect to funds that have been deposited in the Agency Account. (B) Upon the occurrence and during the continuance of an Event of Default, if at any time requested by Lender, Continental and Goodman shall instruct all Account ▇▇▇▇▇▇▇ to mail their payments directly to a designated post office lockbox (a "Lockbox") maintained at Continental's expense, with respect to which only Lender or, should Lender so agree, a designated financial institution shall have the right of access and all payments so received shall be subject to immediate deposit into the concentration accounts of Cash Collateral Account. (C) All funds held in the Borrowers identified Agency Account shall be transferred to each Borrower location the Cash Collateral Account as set forth on SCHEDULE 2.17. (c) For purposes in the Agency Account Agreement or as otherwise designated by Lender. The application of calculating interest on any funds to the payment of the Obligations shall not occur until Lender's receipt of such funds in cleared federal funds in the Cash Collateral Account. Lender Obligations, the payments or other agrees that all funds received pursuant by Lender by wire transfer for either Borrower's account prior to paragraph (b) above after 2:00 p.m. (Boston time) 10:00 a.m. on any business day will of Lender shall be applied (conditional upon final collection) to the Lender Obligations one (1) Business Day following the date of receipt of immediately available deemed cleared federal funds by the Agent from the concentration accounts identified on SCHEDULE 2.17. For purposes of calculating the amount of the Revolving Credit Advances or Swing Line Loans available to the Borrowers, such payments will be applied (conditional upon final collection) to the Lender Obligations on the Business Day of receipt by the Agent in the concentration accounts identified Cash Collateral Account. Funds received by Lender by wire transfer for either Borrower's account after 10:00 a.m. on SCHEDULE 2.17, if such payments are received within sufficient time (any business day of Lender shall be deemed cleared federal funds in accordance with the Agent's usual and customary practices as in effect from time to time) to credit Borrowers' loan account on such day, and if not, then Cash Collateral Account on the next Business Daybusiness day of Lender. All The order and method of application of such payments shall be applied by in the Agent FIRST sole discretion of Lender. (D) Lender reserves the right upon the occurrence and during the continuance of an Event of Default to notify Account Debtors and other Persons indebted to Borrowers of Lender's interest in any outstanding Swing Line Loans such amounts payable to Borrowers and SECOND, at to instruct such Account Debtors and other Persons to remit the Agent's election same directly to Lender and all such funds (less any costs of collection and other charges or expenses incurred in accordance with the provisions of Section 4.2(a), to any outstanding Revolving Credit Advances which are Base Rate Loans, and any amounts not so applied connection therewith as hereinafter provided) shall be retained in subject to application to the concentration accounts until they can be so appliedObligations.

Collection of Accounts. (a) American Ski Borrower shall at all times maintain lockboxes (the "Lockboxes") and, immediately after the Closing Date, shall instruct all Account Debtors with respect to the Accounts, General Intangibles, and Negotiable Collateral of Borrower to remit all Domestic Collections and all Foreign Collections payable in Dollars in respect thereof to such Lockboxes or to a Lockbox Account. Borrower, Foothill, and the Borrowers Lockbox Banks shall establish enter into the Lockbox Agreements, which among other things shall provide for the opening of a Lockbox Account for the deposit of Domestic Collections at a Lockbox Bank. Borrower agrees that all Domestic Collections and maintain, at their expense, deposit account arrangements with other amounts received by Borrower from any Account Debtor or any other source immediately upon receipt shall be deposited into a Lockbox Account. No Lockbox Agreement or arrangement contemplated thereby shall be modified by Borrower without the Agent prior written consent of Foothill. Upon the terms and subject to the other banks conditions set forth on SCHEDULE 2.17 hereto and after prior written notice to in the AgentLockbox Agreements, such other banks as any Borrower may hereafter select that are acceptable to all amounts received in each Lockbox Account shall be wired each Business Day into an account (the Agent. The banks set forth on SCHEDULE 2.17 constitute all of the banks with whom American Ski, any Borrower and any Restricted Subsidiary has deposit account arrangements as of the date hereof and identifies each of the deposit accounts "Foothill Account") maintained by Foothill at such banks to an operating location of such Borrower or otherwise describes the nature of the use of such deposit account a depositary selected by such BorrowerFoothill. (b) Each Borrower may maintain one or more Borrower Foreign Currency Accounts with the Foreign Currency Account Banks. Borrower and each of its Subsidiaries at all times promptly shall deposit all proceeds (Foreign Collections and other amounts payable in any currency other than amounts Dollars and received by Borrower or any of cashits Subsidiaries from any source, not to exceed $100,000 for any location operated by the extent such Borrower, for opening cash at such location consistent with past practices so long as no Default exists or has occurred) from sales of goods or services in every form, including, without limitation, cash, checks, credit or debit card sales drafts, credit or debit card sales or charge slips or receipts Foreign Collections and other forms of daily receiptsamounts are not deposited in a Lockbox Account, from each location of each Borrower on each Business Day immediately upon receipt thereof into the concentration accounts of the Borrowers identified to each applicable Borrower location as set forth on SCHEDULE 2.17. (c) For purposes of calculating interest on the Lender Obligations, the payments or other funds received pursuant to paragraph (b) above after 2:00 p.m. (Boston time) on any day will be applied (conditional upon final collection) to the Lender Obligations one (1) Business Day following the date of receipt of immediately available funds by the Agent from the concentration accounts identified on SCHEDULE 2.17. For purposes of calculating the amount of the Revolving Credit Advances or Swing Line Loans available to the Borrowers, such payments will be applied (conditional upon final collection) to the Lender Obligations on the Business Day of receipt by the Agent in the concentration accounts identified on SCHEDULE 2.17, if such payments are received within sufficient time (in accordance with the Agent's usual and customary practices as in effect from time to time) to credit Borrowers' loan account on such day, and if not, then on the next Business Day. All such payments shall be applied by the Agent FIRST to any outstanding Swing Line Loans and SECOND, at the Agent's election and in accordance with the provisions of Section 4.2(a), to any outstanding Revolving Credit Advances which are Base Rate Loans, and any amounts not so applied shall be retained in the concentration accounts until they can be so applied.Foreign

Collection of Accounts. (a) American Ski Each Borrower and the Borrowers Guarantor shall establish and maintain, at their its expense, deposit account arrangements and merchant payment arrangements with the Agent and the other banks set forth on SCHEDULE 2.17 hereto and after prior written notice Schedule 8.10 to the Agent, Information Certificate and subject to Section 5.2(d) hereof such other banks as any such Borrower or Guarantor may hereafter select that are acceptable to the Agentselect. The banks set forth on SCHEDULE 2.17 Schedule 8.10 to the Information Certificate constitute all of the banks with whom American Ski, any Borrower which Borrowers and any Restricted Subsidiary has Guarantors have deposit account arrangements and merchant payment arrangements as of the date hereof and identifies each of the deposit accounts at such banks to an operating that are used solely for receiving store receipts from a retail store location of a Borrower (together with any other deposit accounts at any time established or used by any Borrower for receiving such Borrower store receipts from any retail store location, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such deposit account by such Borrower. (bi) Each Borrower shall deposit all proceeds (other than amounts of cash, not to exceed $100,000 for any location operated by such Borrower, for opening cash at such location consistent with past practices so long as no Default exists or has occurred) from sales of goods or services Inventory in every form, including, without limitation, cash, checks, credit or debit card sales drafts, credit or debit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of each such Borrower on each Business Day into the concentration Store Account of such Borrower used solely for such purpose. All such funds deposited into the Store Accounts shall be sent by wire transfer or other electronic funds transfer no less frequently than weekly or more frequently upon Agent’s request at any time after a Direct Remittance Event to the Blocked Accounts as provided in Section 6.3(a)(ii) below, except nominal amounts which are required to be maintained in such Store Accounts under the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained, which nominal amounts shall not exceed $5,000 as to any individual Store Account at any time. (ii) Each Borrower shall establish and maintain, at its expense, deposit accounts with such banks as are reasonably acceptable to Agent (the “Blocked Accounts”) into which each Borrower shall promptly either cause all amounts on deposit in the Store Accounts of the Borrowers identified such Borrower to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds from sales of Inventory, all amounts payable to each Borrower location from Credit Card Issuers and Credit Card Processors and all other proceeds of Collateral. Borrowers and Guarantors shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as set forth provided in Section 5.2 hereof or at any time and from time to time on SCHEDULE 2.17or after a Direct Remittance Event, Agent may become the bank’s customer with respect to any of the Blocked Accounts and promptly upon Agent’s request, Borrowers shall execute and deliver such agreements and documents as Agent may reasonably require in connection therewith. Agent shall instruct the depository banks at which the Blocked Accounts are maintained to transfer the funds on deposit in the Blocked Accounts to such operating bank account of Borrowers as Borrower Agent may specify in writing to Agent until such time on or after a Direct Remittance Event as Agent shall notify the depository banks otherwise. Without limiting any other rights or remedies of Agent or Lenders, Agent may, at its option, instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time on or after a Direct Remittance Event. For purposes hereof, a “Direct Remittance Event” shall exist and be continuing at any time (A) a Default or Event of Default shall exist or have occurred and be continuing or (B) the Excess Availability shall at any time be less than $20,000,000. Upon and after a Direct Remittance Event, Agent shall be authorized to direct all of the depository banks at which Blocked Accounts are maintained to remit by federal funds wire transfer all funds received or deposited into such Blocked Accounts and related deposit accounts to the Agent Payment Account or as Agent may direct. Each Borrower and Guarantor agrees that all payments made to such Blocked Accounts on or after a Direct Remittance Event and all other funds received and collected by Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent, for the benefit of Lenders, in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. (ciii) For purposes Without limiting any other rights or remedies of calculating interest on Agent or Lenders, Agent may, at its option, instruct the Lender Obligations, the payments securities intermediary or other Person party to an Investment Property Control Agreement that no funds received pursuant in any investment account or other account subject to paragraph (b) above after 2:00 p.m. (Boston time) on any day will such agreement may be applied (conditional upon final collection) transferred except to the Lender Obligations one (1) Business Day following the date of receipt of immediately available funds by Blocked Accounts or otherwise paid to the Agent from the concentration accounts identified Payment Account at any time on SCHEDULE 2.17. For purposes of calculating the amount or after a Direct Remittance Event or at any time on or after Agent receives a notice of the Revolving Credit Advances intention of the securities intermediary or Swing Line Loans available other party thereto to the Borrowers, terminate such payments will be applied (conditional upon final collection) to the Lender Obligations on the Business Day of receipt by the Agent in the concentration accounts identified on SCHEDULE 2.17, if such payments are received within sufficient time (in accordance with the Agent's usual and customary practices as in effect from time to time) to credit Borrowers' loan account on such day, and if not, then on the next Business Day. All such payments shall be applied by the Agent FIRST to any outstanding Swing Line Loans and SECOND, at the Agent's election and in accordance with the provisions of Section 4.2(a), to any outstanding Revolving Credit Advances which are Base Rate Loans, and any amounts not so applied shall be retained in the concentration accounts until they can be so appliedInvestment Property Control Agreement.

Collection of Accounts. (a) American Ski Borrower shall have the right to collect all Accounts, unless and the Borrowers until a Default or an Event of Default has occurred and is continuing. Whether or not an Event of Default has occurred and is continuing, Borrower shall establish hold all payments on, and maintainproceeds of, at Accounts in trust for Bank, and Borrower shall immediately deliver all such payments and proceeds to Bank in their expenseoriginal form, deposit account arrangements with the Agent and the other banks set forth on SCHEDULE 2.17 hereto and after prior written notice duly endorsed, to be applied to the Agent, Obligations in such other banks order as any Borrower may hereafter select Bank shall determine (it being understood that are acceptable no proceeds will be applied to the Agentundrawn amounts of Letters of Credit). The banks set forth on SCHEDULE 2.17 constitute all of the banks with whom American Ski, any Borrower and any Restricted Subsidiary has deposit account arrangements as of the date hereof and identifies each of the deposit accounts at such banks to an operating location of such Borrower or otherwise describes the nature of the use of such deposit account by such Borrower. (b) Each Borrower shall deposit all proceeds (of Collateral into a lockbox account, or such other than amounts "blocked account" as Bank may specify, pursuant to a blocked account agreement in such form as Bank may specify in its good faith business judgment. Notwithstanding the foregoing, payments on and proceeds of cashAccounts that are deposited in deposit accounts Borrower maintains with ▇▇▇▇▇ Fargo Bank shall be delivered to Bank twice per week until June 30, 2006. Notwithstanding anything to the contrary set forth in this Section 4.4, Bank shall allow Borrower to hold payments on and proceeds of Accounts in Euros in its Euro account and not to exceed $100,000 for any location operated by sweep such Borrower, for opening cash at such location consistent with past practices proceeds through the line of credit so long as no Default exists or Event of Default has occurred) from sales of goods or services in every form, including, without limitation, cash, checks, credit or debit card sales drafts, credit or debit card sales or charge slips or receipts occurred and other forms of daily receipts, from each location of each Borrower on each Business Day into the concentration accounts of the Borrowers identified to each Borrower location as set forth on SCHEDULE 2.17is continuing. (c) For purposes The portion of calculating interest on Section 6.2 of the Lender ObligationsLoan Agreement that currently reads as follows: If this Agreement is terminated by Borrower or by Bank under this Section 6.2 prior to June 30, 2005, Borrower shall pay to Bank a termination fee in an amount equal to one percent (1.0%) of the payments Maximum Credit Limit, provided that no termination fee shall be charged if (x) the credit facility hereunder is replaced with a new facility from another division of Silicon Valley Bank or other funds received pursuant (y) Borrower is subject to paragraph (b) above after 2:00 p.m. (Boston time) on any day will be applied (conditional upon final collection) and in compliance with the First Reset Conditions. , hereby is amended and restated in its entirety to read as follows: If this Agreement is terminated by Borrower or by Bank under this Section 6.2 prior to the Lender Obligations Maturity Date, Borrower shall pay to Bank a termination fee in an amount equal to one percent (11.0%) Business Day following the date of receipt of immediately available funds by the Agent from the concentration accounts identified on SCHEDULE 2.17. For purposes of calculating the amount of the Revolving Maximum Credit Advances or Swing Line Loans available to the BorrowersLimit, such payments will be applied (conditional upon final collection) to the Lender Obligations on the Business Day of receipt by the Agent in the concentration accounts identified on SCHEDULE 2.17, if such payments are received within sufficient time (in accordance with the Agent's usual and customary practices as in effect from time to time) to credit Borrowers' loan account on such day, and if not, then on the next Business Day. All such payments provided that no termination fee shall be applied by charged if the Agent FIRST credit facility hereunder is replaced with a new facility from another division of Silicon Valley Bank. (d) The definition of "Domestic Borrowing Base" set forth in Section 8 of the Loan Agreement hereby is amended and restated in its entirety to any outstanding Swing Line Loans and SECOND, at the Agent's election and in accordance with the provisions of Section 4.2(a), to any outstanding Revolving Credit Advances which are Base Rate Loans, and any amounts not so applied shall be retained in the concentration accounts until they can be so applied.read as follows:

Collection of Accounts. (a) American Ski and the Borrowers shall establish and maintain, at their expense, deposit account arrangements with the Agent and the other banks set forth on SCHEDULE 2.17 hereto and after prior written notice Schedule 2.2 to the Agent, such other banks as any Borrower may hereafter select that are acceptable to the Agent. The banks set Information Certificate sets forth on SCHEDULE 2.17 constitute all of the banks with whom American Ski, any Borrower and any Restricted Subsidiary has which the J. Crew Companies have deposit account arrangements and merchant payment arrangements as of the date hereof and identifies each of the deposit accounts at such banks to an operating that are used for receiving store receipts from a retail store location of the J. Crew Companies (together with any other deposit accounts at any time established or used by the J. Crew Companies for receiving such Borrower store receipts from any retail store location, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such deposit account by such Borrowerthe J. Crew Companies. (bi) Each Borrower The J. Crew Companies shall deposit all proceeds (other than amounts of cash, not to exceed $100,000 for any location operated by such Borrower, for opening cash at such location consistent with past practices so long as no Default exists or has occurred) from sales of goods or services Inventory in every form, including, without limitation, cash, checks, credit or debit card sales drafts, credit or debit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of each Borrower on each Business Day into the concentration accounts of the Borrowers identified to each Borrower location as set forth on SCHEDULE 2.17. (c) For purposes of calculating interest on the Lender Obligations, the payments or other funds received pursuant to paragraph (b) above after 2:00 p.m. (Boston time) on any day will be applied (conditional upon final collection) to the Lender Obligations one (1) Business Day following the date of receipt of immediately available funds by the Agent from the concentration accounts identified on SCHEDULE 2.17. For purposes of calculating the amount of the Revolving Credit Advances or Swing Line Loans available to the Borrowers, such payments will be applied (conditional upon final collection) to the Lender Obligations on the Business Day of receipt by the Agent in the concentration accounts identified on SCHEDULE 2.17, if such payments are received within sufficient time (J. Crew Companies in accordance with the Agent's J. Crew Companies’ usual and customary business practices as in effect from time to time) to credit Borrowers' loan account on into its Store Accounts used for such day, and if not, then on the next Business Daypurpose. All such payments funds deposited into the Store Accounts shall be applied sent by wire transfer or other electronic funds transfer to the Agent FIRST to any outstanding Swing Line Loans and SECONDConsolidated Accounts, at the Agent's election and as provided in Section 4.1(a)(ii) below, in accordance with the provisions J. Crew Companies’ usual business practices or more frequently upon the Collateral Agent’s request at any time upon the occurrence of Section 4.2(aan Event of Default, except for the nominal amounts which are required to be maintained in such Store Accounts under the terms of the J. Crew Companies’ arrangements with the bank at which such Store Accounts are maintained, which nominal amounts shall be determined in accordance with the J. Crew Companies’ usual business practices as to any individual Store Account at any time. (ii) The J. Crew Companies shall maintain, at their expense, deposit accounts with such banks as they shall select (the “Consolidated Accounts”), a list of which is set forth on Schedule 2.2 to any outstanding Revolving Credit Advances the Information Certificate as of the date hereof, into which are Base Rate Loans, and any the J. Crew Companies shall either cause all amounts not so applied shall be retained on deposit in the concentration accounts until they can Store Accounts of the J. Crew Companies to be so appliedsent as provided in Section 4.1(a)(i) above or shall themselves deposit or cause to be deposited in accordance with the J. Crew Companies’ usual business practices all proceeds from sales of Inventory, all amounts payable from Credit Card Issuers and Credit Card Processors and all other proceeds of Collateral. (iii) Upon the occurrence of an Event of Default, any of the Grantors shall, acting as trustee for the Collateral Agent, receive, as the property of the Collateral Agent, any monies, checks, notes, drafts or any other payments relating to and/or proceeds of Receivables or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Consolidated Accounts, or remit the same or cause the same to be remitted, in kind, to the Collateral Agent.

Collection of Accounts. (a) American Ski Each Borrower and the Borrowers Guarantor shall establish and maintain, at their its expense, deposit account arrangements and merchant payment arrangements with the Agent and the other banks set forth on SCHEDULE 2.17 hereto and after prior written notice Schedule 8.10 to the AgentInformation Certificate and, subject to Section 5.2(d) hereof, such other banks as any such Borrower or Guarantor may hereafter select that are acceptable to the Agentselect. The banks set forth on SCHEDULE 2.17 Schedule 8.10 to the Information Certificate constitute all of the banks with whom American Ski, any Borrower which Borrowers and any Restricted Subsidiary has Guarantors have deposit account arrangements and merchant payment arrangements as of the date hereof and Schedule 8.10 identifies each of the deposit accounts at such banks to an operating that are used solely for receiving store receipts from a retail store location of each Borrower and Guarantor (together with any other deposit accounts at any time established or used by Borrower for receiving such Borrower store receipts from any retail store location, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such deposit account by such Borrowereach Borrower and Guarantor. (b) Each Borrower shall deposit all proceeds (other than amounts of cash, not to exceed $100,000 for any location operated by such Borrower, for opening cash at such location consistent with past practices so long as no Default exists or has occurred) from sales of goods or services Inventory in every form, including, without limitation, cash, checks, credit or debit card sales drafts, credit or debit card sales or charge slips or receipts and other forms of daily receipts, from each location store receipts (other than Medicare Accounts and Medicaid Accounts and nominal amounts retained in registers at the retail stores as cash on hand which nominal amounts shall not exceed $5,000,000 in the aggregate for all retail stores of each Borrower Borrowers at any time) on each Business Day into the concentration accounts Store Account of such Borrower used solely for such purpose. All such funds deposited into the Borrowers identified Store Accounts shall (to each Borrower location the extent such funds are available funds) be sent by wire transfer or other electronic funds transfer by the second Business Day thereafter to the Blocked Accounts as set forth on SCHEDULE 2.17provided in Section 6.3(c) below, except nominal amounts which are required to be maintained in such Store Accounts under the terms of a Borrower’s arrangements with the bank at which such Store Accounts are maintained, which nominal amounts shall not exceed $1,500,000 in the aggregate for all Store Accounts at any time. (c) Each Borrower shall establish and maintain, at its expense, deposit accounts with such banks as are reasonably acceptable to Agent (the “Blocked Accounts”) into which such Borrower shall promptly either cause all amounts on deposit in the Store Accounts of Borrower to be sent as provided in Section 6.3(b) above or shall itself deposit or cause to be deposited all proceeds from sales of Inventory, and all other amounts payable to such Borrower from Credit Card Issuers and Credit Card Processors and all other proceeds of Collateral (but not including payments of Medicare Accounts or Medicaid Accounts). Each Borrower and Guarantor shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Agent may become the bank’s customer with respect to any of the Blocked Accounts and promptly upon Agent’s request, each Borrower shall execute and deliver such agreements and documents as Agent may require in connection therewith. Agent shall instruct the depository banks at which the Blocked Account are maintained to transfer the funds on deposit in the Blocked Accounts to such operating bank account of Borrowers as Borrowers may specify in writing to Agent until such time as Agent shall notify the depository bank otherwise. Without limiting any other rights or remedies of Agent or Lenders, Agent shall instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time on or after a Direct Remittance Event. For purposes hereof, a “Direct Remittance Event” shall exist and be continuing at any time (i) a Default or Event of calculating interest Default shall exist or have occurred and be continuing or (ii) during any Direct Remittance Period. Upon and after a Direct Remittance Event, Agent shall be authorized to direct all of the depository banks at which Blocked Accounts are maintained to remit by federal funds wire transfer all funds received or deposited into such Blocked Accounts and related deposit accounts to the Agent Payment Account or as Agent may direct. Each Borrower and Guarantor agrees that all payments made to the Blocked Accounts on the Lender Obligations, the payments or after a Direct Remittance Event and all other funds received pursuant and collected by Agent at any time, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to paragraph Agent in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. (bd) above after 2:00 p.m. Each Borrower shall establish and maintain one or more deposit accounts (Boston timeother than Blocked Accounts) into which such Borrower shall promptly deposit, and shall direct each Fiscal Intermediary or other Third Party Payor in accordance with the applicable Medicare, Medicaid and other applicable Federal regulations to directly remit, all payments in respect of any Medicare Accounts, Medicaid Accounts or Other Government Accounts. Such deposit accounts shall be under the sole control of the applicable Borrower; provided, that, on any day will be applied each Business Day Borrowers shall remit, or authorize, direct and instruct the depository banks at which such separate deposit accounts are maintained to remit, by federal funds wire transfer all funds received or deposited into such deposit accounts (conditional upon final collectionto the extent such funds are available funds) to one of the Lender Obligations one Blocked Accounts. (1e) Business Day following Borrowers and Guarantors shall maintain a system satisfactory to Agent to track all proceeds of Payless Inventory and shall pay when due all amounts owing Payless in respect of sales of Payless Inventory (it being acknowledged that the system of Borrowers and Guarantors in place on the date of receipt of immediately available funds by the Agent from the concentration accounts identified on SCHEDULE 2.17. hereof is satisfactory to Agent). (f) For purposes of calculating the amount of the Revolving Credit Advances or Swing Line Loans available to the Borrowers, such payments will be applied (conditional upon final collection) to the Lender Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent in the concentration accounts identified on SCHEDULE 2.17, if Payment Account provided such payments and notice thereof are received within sufficient time (in accordance with the Agent's ’s usual and customary practices as in effect from time to time) time and within sufficient time to credit Borrowers' a Borrower’s loan account on such day, and if not, then on the next Business Day. All For the purposes of calculating interest on the Obligations, such payments shall or other funds received will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Agent in the Agent FIRST to any outstanding Swing Line Loans Payment Account provided such payments or other funds and SECOND, at the Agent's election and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit a Borrower’s loan account on such day, and if not, then on the provisions next Business Day. (g) Each Borrower and Guarantor and their respective employees, agents and Subsidiaries shall, acting as trustee for Agent and/or Collateral Agent, receive, as the property of Agent and/or Collateral Agent, any monies, checks, notes, drafts, credit card sales drafts, credit card sales or charge slips or receipts, all forms of store receipts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and upon receipt thereof in accordance with Section 4.2(a)6.3(a) hereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent, provided, that, on or after a Direct Remittance Event, each Borrower shall promptly upon Agent’s request cause the portion thereof representing sales and/or use taxes payable in connection with such sales or otherwise to be deposited into a separate bank account or accounts established for such purpose. In no event shall such cash, checks, credit card sales drafts, credit card sales or charge slips or receipts, notes, drafts or other payments be commingled with any outstanding Revolving Credit Advances which are Base Rate Loans, and Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Agent on demand for any amounts not so applied shall be retained owed or paid to any bank or other financial institution at which a Blocked Account or any other deposit account or investment account is established or any other bank, financial institution or other person involved in the concentration accounts until they can be so appliedtransfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution or other person in connection with such Blocked Account or any amounts received therein or transferred therefrom. The obligations of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination of this Agreement.

Collection of Accounts. (a) American Ski Each Borrower and the Borrowers Guarantor shall establish and maintain, at their its expense, deposit account arrangements and merchant payment arrangements with the Agent and the other banks set forth on SCHEDULE 2.17 hereto and after prior written notice Schedule 8.10 to the Agent, Information Certificate and subject to Section 5.2(d) hereof such other banks as any such Borrower or Guarantor may hereafter select that are acceptable to the Agentselect. The banks set forth on SCHEDULE 2.17 Schedule 8.10 to the Information Certificate constitute all of the banks with whom American Ski, any Borrower which Borrowers and any Restricted Subsidiary has Guarantors have deposit account arrangements and merchant payment arrangements as of the date hereof and identifies each of the deposit accounts at such banks to an operating that are used solely for receiving store receipts from a retail store location of a Borrower ((together with any other deposit accounts at any time established or used by any Borrower for receiving such Borrower store receipts from any retail store location, collectively, the "Store Accounts" and each individually, a "Store Account") or otherwise describes the nature of the use of such deposit account by such Borrower. (bi) Each Borrower shall deposit all proceeds (other than amounts of cash, not to exceed $100,000 for any location operated by such Borrower, for opening cash at such location consistent with past practices so long as no Default exists or has occurred) from sales of goods or services Inventory in every form, including, without limitation, cash, checks, credit or debit card sales drafts, credit or debit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of each such Borrower on each Business Day into the concentration Store Account of such Borrower used solely for such purpose. All such funds deposited into the Store Accounts shall be sent by wire transfer or other electronic funds transfer no less frequently than weekly or more frequently upon Agent's request at any time that an Event of Default exists or has occurred and is continuing to the Blocked Accounts as provided in Section 6.3(a)(ii) below, except nominal amounts which are required to be maintained in such Store Accounts under the terms of such Borrower's arrangements with the bank at which such Store Accounts are maintained, which nominal amounts shall not exceed $5,000 as to any individual Store Account at any time. (ii) Each Borrower shall establish and maintain, at its expense, deposit accounts with such banks as are reasonably acceptable to Agent (the "Blocked Accounts") into which each Borrower shall promptly either cause all amounts on deposit in the Store Accounts of the Borrowers identified such Borrower to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds from sales of Inventory, all amounts payable to each Borrower location from Credit Card Issuers and Credit Card Processors and all other proceeds of Collateral. Borrowers and Guarantors shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as set forth on SCHEDULE 2.17. (c) For purposes provided in Section 5.2 hereof or at any time and from time to time Agent may become the bank's customer with respect to any of calculating interest on the Lender ObligationsBlocked Accounts and promptly upon Agent's request, the Borrowers shall execute and deliver such agreements and documents as Agent may reasonably require in connection therewith. Each Borrower and Guarantor agrees that all payments made to such Blocked Accounts or other funds received pursuant and collected by Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to paragraph Agent, for the benefit of Lenders, in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. (b) above after 2:00 p.m. (Boston time) on any day will be applied (conditional upon final collection) to the Lender Obligations one (1) Business Day following the date of receipt of immediately available funds by the Agent from the concentration accounts identified on SCHEDULE 2.17. For purposes of calculating the amount of the Revolving Credit Advances or Swing Line Loans available to each Borrower and for purposes of calculating interest on the BorrowersObligations, such payments will be applied (conditional upon final collection) to the Lender Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent in the concentration accounts identified on SCHEDULE 2.17, if Payment Account provided such payments and notice thereof are received within sufficient time (in accordance with the Agent's usual and customary practices as in effect from time to time) time and within sufficient time to credit Borrowers' such Borrower's loan account on such day, and if not, then on the next Business Day. (c) Each Borrower and Guarantor and their respective shareholders, directors, employees, agents, Subsidiaries or other Affiliates shall, acting as trustee for Agent, receive, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Receivables or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. All such payments In no event shall the same be applied by the commingled with a Borrower's own funds. Each Borrower agrees to reimburse Agent FIRST and Lenders on demand for any amounts owed or paid to any outstanding Swing Line Loans and SECOND, bank at which a Blocked Account is established or any other bank or person involved in the Agent's election and transfer of funds to or from the Blocked Accounts arising out of the payments by Agent or any Lender to or indemnification of such bank or person in accordance connection with the provisions of Section 4.2(a), to any outstanding Revolving Credit Advances which are Base Rate Loans, and such Blocked Account or any amounts not so applied received therein or transferred therefrom. The obligation of Borrowers to reimburse Agent and Lenders for such amounts pursuant to this Section 6.3 shall be retained in survive the concentration accounts until they can be so appliedtermination or non-renewal of this Agreement.

Collection of Accounts. (a) American Ski Multigraphics shall at all times maintain lockboxes (the "Lockboxes") and, immediately after the Closing Date, shall instruct all Account Debtors with respect to the Accounts, General Intangibles, and Negotiable Collateral of Multigraphics to remit all Collections in respect thereof to such Lockboxes. Multigraphics, Foothill, and the Borrowers Lockbox Banks shall establish enter into the Lockbox Agreements, which among other things shall provide for the opening of a Lockbox Account for the deposit of Collections at a Lockbox Bank. Multigraphics agrees that all Collections and maintain, at their expense, deposit account arrangements with other amounts received by Multigraphics from any Account Debtor or any other source immediately upon receipt shall be deposited into a Lockbox Account. No Lockbox Agreement or arrangement contemplated thereby shall be modified by Multigraphics without the Agent prior written consent of Foothill. Upon the terms and subject to the other banks conditions set forth on SCHEDULE 2.17 hereto and after prior written notice to in the AgentLockbox Agreements, such other banks as any Borrower may hereafter select that are acceptable to all amounts received in each Lockbox Account shall be transferred by federal funds transfer or ACH transfer each Business Day into an account (the Agent. The banks set forth on SCHEDULE 2.17 constitute all of the banks with whom American Ski, any Borrower and any Restricted Subsidiary has deposit account arrangements as of the date hereof and identifies each of the deposit accounts "Foothill Account") maintained by Foothill at such banks to an operating location of such Borrower or otherwise describes the nature of the use of such deposit account a depository selected by such BorrowerFoothill. (b) Each Borrower PSI shall at all times maintain depository accounts (the "Depository Accounts") and, immediately after the Closing Date, shall deposit all proceeds Collections in respect of the Accounts, General Intangibles and Negotiable Collateral of PSI to such Depository Accounts by 2:00 p.m. Eastern Standard Time on the Business Day immediately following the day such collections are received by PSI. PSI, Foothill, and the Depository Banks shall enter into the Depository Agreements, which among other things shall provide for the opening of a Depository Account for the deposit of Collections at a Depository Bank. No Depository Agreement or arrangement contemplated thereby shall be modified by PSI without the prior written consent of Foothill. Upon the terms and subject to the conditions set forth in the Depository Agreements, all amounts received in each Depository Account shall be transferred by federal funds transfer or ACH transfer each Business Day into an account (other than the "PSI Account") maintained by PSI at a depository selected by PSI and shall be available to PSI at PSI's instruction; provided, that if (a) an Event of Default has occurred and is continuing or (b) Foothill reasonably deems itself insecure, Foothill shall have the right, in its discretion, to direct each Depository Bank to wire all amounts of cash, not to exceed $100,000 for any location operated by such Borrower, for opening cash at such location consistent with past practices so long as no Default exists or has occurred) from sales of goods or services received in every form, including, without limitation, cash, checks, credit or debit card sales drafts, credit or debit card sales or charge slips or receipts and other forms of daily receipts, from each location of each Borrower on the applicable Depository Account each Business Day into the concentration accounts of the Borrowers identified to each Borrower location as set forth on SCHEDULE 2.17Foothill Account. (c) For purposes of calculating interest on the Lender Obligations, the payments or other funds received pursuant to paragraph (b) above after 2:00 p.m. (Boston time) on any day will be applied (conditional upon final collection) to the Lender Obligations one (1) Business Day following the date of receipt of immediately available funds by the Agent from the concentration accounts identified on SCHEDULE 2.17. For purposes of calculating the amount of the Revolving Credit Advances or Swing Line Loans available to the Borrowers, such payments will be applied (conditional upon final collection) to the Lender Obligations on the Business Day of receipt by the Agent in the concentration accounts identified on SCHEDULE 2.17, if such payments are received within sufficient time (in accordance with the Agent's usual and customary practices as in effect from time to time) to credit Borrowers' loan account on such day, and if not, then on the next Business Day. All such payments shall be applied by the Agent FIRST to any outstanding Swing Line Loans and SECOND, at the Agent's election and in accordance with the provisions of Section 4.2(a), to any outstanding Revolving Credit Advances which are Base Rate Loans, and any amounts not so applied shall be retained in the concentration accounts until they can be so applied.

Collection of Accounts. (a) American Ski Borrowers and the Borrowers Guarantors shall establish and maintain, at their expense, blocked accounts or lockboxes and related blocked accounts (together with any deposit account arrangements accounts of P&O or any other Obligor that may at any time be subject to a Deposit Account Control Agreement, collectively, the "Blocked Accounts"), as Lender may specify, with the Agent and the other banks set forth on SCHEDULE 2.17 hereto and after prior written notice to the Agent, such other banks as any Borrower may hereafter select that are acceptable to Lender into which Borrowers and Guarantors shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral, in each case in the Agentidentical form in which such payments are made, whether by cash, check or other manner. The banks set forth on SCHEDULE 2.17 constitute all Borrowers and Guarantors shall deliver, or cause to be delivered, to Lender, and upon Lender's request, Obligors shall deliver, or cause to be delivered, to Lender, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Lender may become the bank's customer with respect to any of the banks with whom American SkiBlocked Accounts and promptly upon Lender's request, any Borrower Borrowers and any Restricted Subsidiary has deposit account arrangements Obligors shall execute and deliver such agreements and documents as of the date hereof and identifies each of the deposit accounts at such banks to an operating location of such Borrower or otherwise describes the nature of the use of such deposit account by such BorrowerLender may require in connection therewith. (b) Each The depository banks at which the Blocked Accounts are maintained may transfer the funds on deposit in the Blocked Accounts to such operating bank account of the applicable Borrower or Obligor whose funds have been deposited in such Blocked Account as such Borrower or Obligor or in the case of any of the Borrowers, Borrower Agent, may specify to such bank (with notice thereof to Lender) until such time as Lender shall notify the depository bank otherwise. (i) With respect to the Blocked Accounts of Borrowers, without limiting any other rights or remedies of Lender, Lender may, at its option, instruct the depository banks at which such Blocked Accounts are maintained to transfer all available funds received or deposited therein to the Lender Payment Account at any time that either: (A) a Default or Event of Default shall exist or have occurred and be continuing, or (B) Excess Availability is less than $15,000,000 or (C) the bank at which the Blocked Accounts are maintained shall send a notice that such bank intends to terminate any Deposit Account Control Agreement. Lender shall send to Borrower Agent a copy of any such written instruction sent by Lender to the depository bank promptly thereafter. With respect to the Blocked Accounts of Borrowers, in the event that at any time after Lender has instructed such depository banks to transfer such funds to the Lender Payment Account, each of the conditions set forth in clauses (A) and (B) above do not exist or have not occurred and are not continuing for a period of thirty (30) consecutive days, upon Borrower Agent's written request received by Lender within five (5) Business Days after the end of such thirty (30) day period, Lender shall instruct such depository banks to transfer the funds on deposit in such accounts to such operating deposit account of the applicable Borrower as Borrower Agent may specify in writing to Lender until such time as Lender is entitled to notify and shall notify the depository bank otherwise as provided above. (ii) With respect to the Blocked Accounts of Obligors, without limiting any other rights or remedies of Lender, Lender may, at its option, instruct the depository banks at which such Blocked Accounts are maintained to transfer all proceeds available funds received or deposited therein to the Lender Payment Account at any time that either: (other than amounts A) a Default or Event of cashDefault shall exist or have occurred and be continuing or (B) the bank at which the Blocked Accounts are maintained shall send a notice that such bank intends to terminate any Deposit Account Control Agreement. Lender shall send to Borrower Agent a copy of any such written instruction sent by Lender to the depository bank promptly thereafter. In the event that at any time after Lender has instructed such depository banks to transfer such funds to the Lender Payment Account, not to exceed $100,000 for any location operated by such Borrower, for opening cash at such location consistent with past practices so long as there is no Default exists or has occurredEvent of Default for a period of thirty (30) from sales consecutive days, upon such Obligors written request received by Lender within five (5) Business Days after the end of goods or services such thirty (30) day period, Lender shall instruct such depository banks to transfer the funds on deposit in every form, including, without limitation, cash, checks, credit or debit card sales drafts, credit or debit card sales or charge slips or receipts and other forms of daily receipts, from each location of each Borrower on each Business Day into the concentration such accounts to such operating deposit account of the Borrowers identified applicable Obligor as such Obligor may specify in writing to each Borrower location Lender until such time as set forth on SCHEDULE 2.17Lender is entitled to notify and shall notify the depository bank otherwise as provided above. (c) For purposes of calculating interest on the Lender Obligations, the Each Borrower agrees that all payments made to such Blocked Accounts or other funds received pursuant and collected by Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to paragraph (b) above after 2:00 p.m. (Boston time) on any day will be applied (conditional upon final collection) Lender in respect of the Obligations and therefore shall constitute the property of Lender to the Lender Obligations one extent of the then outstanding Obligations. (1d) Business Day following the date of receipt of immediately available funds by the Agent from the concentration accounts identified on SCHEDULE 2.17. For purposes of calculating the amount of the Revolving Credit Advances or Swing Line Loans available to the Borrowerseach Borrower, such payments will be applied (conditional upon final collection) to the Lender Obligations on the Business Day of receipt by the Agent Lender of immediately available funds in the concentration accounts identified on SCHEDULE 2.17, if Lender Payment Account provided such payments and notice thereof are received within sufficient time (in accordance with the AgentLender's usual and customary practices as in effect from time to time) time and within sufficient time to credit Borrowers' such Borrower's loan account on such day, and if not, then on the next Business Day. (e) Each Borrower and Guarantor and their respective shareholders, directors, employees, agents, Subsidiaries or other Affiliates shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. All such payments In no event shall the same be applied by the Agent FIRST commingled with any Borrower's or Guarantor's own funds. Borrowers agree to reimburse Lender on demand for any amounts owed or paid to any outstanding Swing Line Loans and SECOND, bank at the Agent's election and in accordance with the provisions of Section 4.2(a), to which a Blocked Account is established or any outstanding Revolving Credit Advances which are Base Rate Loans, and any amounts not so applied shall be retained other bank or person involved in the concentration accounts until they can be so appliedtransfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligations of Borrowers to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) American Ski Each Borrower and the Borrowers Guarantor shall establish and maintain, at their its expense, deposit account arrangements and merchant payment arrangements with the Agent and the other banks set forth on SCHEDULE 2.17 hereto and after prior written notice Schedule 8.10 to the Agent, Information Certificate and subject to Section 5.2(d) hereof such other banks as any such Borrower or Guarantor may hereafter select that are acceptable to the Agentselect. The banks set forth on SCHEDULE 2.17 Schedule 8.10 to the Information Certificate constitute all of the banks with whom American Ski, any Borrower which Borrowers and any Restricted Subsidiary has Guarantors have deposit account arrangements and merchant payment arrangements as of the date hereof and identifies each of the deposit accounts at such banks to an operating that are used solely for receiving store receipts from a retail store location of a Borrower (together with any other deposit accounts at any time established or used by any Borrower for receiving such Borrower store receipts from any retail store location, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such deposit account by such Borrower. (bi) Each Borrower shall deposit all proceeds (other than amounts of cash, not to exceed $100,000 for any location operated by such Borrower, for opening cash at such location consistent with past practices so long as no Default exists or has occurred) from sales of goods or services Inventory in every form, including, without limitation, cash, checks, credit or debit card sales drafts, credit or debit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of each such Borrower on each Business Day into the concentration Store Account of such Borrower used solely for such purpose. All such funds deposited into the Store Accounts shall be sent by wire transfer or other electronic funds transfer no less frequently than weekly or more frequently upon Agent’s request at any time that an Event of Default exists or has occurred and is continuing to the Blocked Accounts as provided in Section 6.3(a)(ii) below, except nominal amounts which are required to be maintained in such Store Accounts under the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained, which nominal amounts shall not exceed $5,000 as to any individual Store Account at any time. (ii) Each Borrower shall establish and maintain, at its expense, deposit accounts with such banks as are reasonably acceptable to Agent (the “Blocked Accounts”) into which each Borrower shall promptly either cause all amounts on deposit in the Store Accounts of the Borrowers identified such Borrower to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds from sales of Inventory, all amounts payable to each Borrower location from Credit Card Issuers and Credit Card Processors and all other proceeds of Collateral. Borrowers and Guarantors shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as set forth on SCHEDULE 2.17. (c) For purposes provided in Section 5.2 hereof or at any time and from time to time Agent may become the bank’s customer with respect to any of calculating interest on the Lender ObligationsBlocked Accounts and promptly upon Agent’s request, the Borrowers shall execute and deliver such agreements and documents as Agent may reasonably require in connection therewith. Each Borrower and Guarantor agrees that all payments made to such Blocked Accounts or other funds received pursuant and collected by Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to paragraph Agent, for the benefit of Lenders, in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. (b) above after 2:00 p.m. (Boston time) on any day will be applied (conditional upon final collection) to the Lender Obligations one (1) Business Day following the date of receipt of immediately available funds by the Agent from the concentration accounts identified on SCHEDULE 2.17. For purposes of calculating the amount of the Revolving Credit Advances or Swing Line Loans available to each Borrower and for purposes of calculating interest on the BorrowersObligations, such payments will be applied (conditional upon final collection) to the Lender Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent in the concentration accounts identified on SCHEDULE 2.17, if Payment Account provided such payments and notice thereof are received within sufficient time (in accordance with the Agent's ’s usual and customary practices as in effect from time to time) time and within sufficient time to credit Borrowers' such Borrower’s loan account on such day, and if not, then on the next Business Day. (c) Each Borrower and Guarantor and their respective shareholders, directors, employees, agents, Subsidiaries or other Affiliates shall, acting as trustee for Agent, receive, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Receivables or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. All such payments In no event shall the same be applied by the commingled with a Borrower’s own funds. Each Borrower agrees to reimburse Agent FIRST and Lenders on demand for any amounts owed or paid to any outstanding Swing Line Loans bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of the payments by Agent or any Lender to or indemnification of such bank or person in connection with such Blocked Account or any amounts received therein or transferred therefrom. The obligation of Borrowers to reimburse Agent and SECONDLenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement. (d) On or before April 30, 2005, (i) Borrowers and Guarantors shall use reasonable efforts to execute and deliver, and cause to be executed and delivered to, Agent the Deposit Account Control Agreements by and among Agent, each Borrower and Guarantor, as the case may be, and Wachovia Bank, National Association as to any deposit account of a Borrower or Guarantor maintained at such bank and (ii) Borrowers and Guarantors shall execute and deliver, and cause to be executed and delivered to Agent, the Deposit Account Control Agreements or Investment Property Control Agreements by and among Agent, each Borrower and Guarantor, as the case may be, at each other bank or other institution where such Borrower (or Guarantor) has a deposit account or investment account for which it is required to obtain a Deposit Account Control Agreement pursuant to Section 6.3 hereof or an Investment Property Control Agreement pursuant to Section 5.2(e) or otherwise, in each case, duly authorized, executed and delivered by such bank and Borrower or Guarantor, as the Agent's election and in accordance with the provisions of Section 4.2(a), to any outstanding Revolving Credit Advances which are Base Rate Loans, and any amounts not so applied shall be retained in the concentration accounts until they can be so appliedcase may be.

Collection of Accounts. (a) American Ski and the Borrowers shall establish and maintain, at their expense, deposit account arrangements with the Agent and the other banks set forth on SCHEDULE 2.17 hereto and after prior written notice to the Agent, such other banks as any Borrower may hereafter select that are acceptable to the Agent. The banks set forth on SCHEDULE 2.17 constitute all of the banks with whom American Ski, any Borrower and any Restricted Subsidiary has deposit account arrangements as of the date hereof and identifies each of the deposit accounts at such banks to an operating location of such Borrower or otherwise describes the nature of the use of such deposit account by such Borrower. (b) Each Revolving Borrower shall have the right to collect all payments in respect of its Accounts other than during the existence of an Event of Default (during which time the Administrative Agent may, in its sole discretion, collect any such Accounts of any Borrower); provided that (i) UCTSS shall collect all payments in respect of any Accounts of UCTSS through, and shall otherwise deposit all proceeds of such Accounts in, the UCTSS Designated Deposit Account, (other than amounts ii) the Acquired Business shall collect all payments in respect of cashany Accounts of the Acquired Business through, not and shall otherwise deposit all proceeds of such Accounts in, the Acquired Business Designated Deposit Account, and (iii) the Singapore Borrower shall collect all payments in respect of any Accounts of the Singapore Borrower through, and shall otherwise deposit all proceeds of such Accounts in, the Singapore Designated Deposit Account. With respect to exceed $100,000 for any location operated cash collections deposited by such Borrower, for opening cash at such location consistent with past practices so long as no Default exists or has occurred) from sales of goods or services in every form, including, without limitation, cash, checks, credit or debit card sales drafts, credit or debit card sales or charge slips or receipts and other forms of daily receipts, from each location of each Borrower on each Business Day UCTSS into the concentration accounts of UCTSS Designated Deposit Account, by the Borrowers identified to each Acquired Business into the Acquired Business Designated Deposit Account, or by the Singapore Borrower location into the Singapore Designated Deposit Account, as set forth on SCHEDULE 2.17.applicable, in accordance with this subsection (c): (cA) For purposes if no Liquidity Event, Default or Event of calculating interest on the Lender ObligationsDefault then exists, the payments or other funds received pursuant to paragraph (b) above after 2:00 p.m. (Boston time) on any day will be applied (conditional upon final collection) to the Lender Obligations one (1) any such cash collections deposited into the UCTSS Designated Deposit Account may be accessed by UCTSS and otherwise swept nightly to another Controlled Account of UCTSS, (2) any such cash collections deposited into the Acquired Business Day following the date of receipt of immediately available funds Designated Deposit Account may be accessed by the Agent from the concentration accounts identified on SCHEDULE 2.17. For purposes of calculating the amount Acquired Business and otherwise swept nightly to another Controlled Account of the Revolving Credit Advances or Swing Line Loans available to Acquired Business, and (3) any such cash collections deposited into the Borrowers, such payments will Singapore Designated Deposit Account may be applied (conditional upon final collection) to the Lender Obligations on the Business Day of receipt accessed by the Agent in Singapore Borrower and otherwise swept nightly to another Controlled Account of the concentration accounts identified on SCHEDULE 2.17Singapore Borrower; (B) if a Liquidity Event then exists but no Default or Event of Default then exists, if (1) any such payments are received within sufficient time (in accordance with cash collections deposited into the Agent's usual UCTSS Designated Deposit Account and customary practices as in effect from time to time) to credit Borrowers' loan account on such day, and if not, then on the next Business Day. All such payments Acquired business Designated Deposit Account shall be applied by the Administrative Agent FIRST to any the Obligations of the Revolving Borrowers then outstanding Swing Line Loans and SECONDunder the Revolving Facility within two Business Days after such collections are deposited into the UCTSS Designated Deposit Account or the Acquired Business Designated Deposit Account, at the Agent's election and as applicable, in accordance with the provisions of Section 4.2(athis subsection (c), provided that any such cash collections so applied against the Revolving Borrowers’ Obligations under the Revolving Facility shall be applied by the Administrative Agent first to any ABR Loans of the Revolving Borrowers then outstanding and then to any Eurodollar Loans of the Revolving Credit Advances which are Base Rate LoansBorrowers then outstanding, and (2) any amounts not such cash collections deposited into the Singapore Designated Deposit Account shall be applied by the Administrative Agent to the Obligations of the Singapore Borrower then outstanding under the Revolving Facility within two Business Days after such collections are deposited into the Singapore Designated Deposit Account in accordance with this subsection (c), provided that any such cash collections so applied against the Singapore Borrower’s Obligations under the Revolving Facility shall be retained applied by the Administrative Agent first to any ABR Loans of the Singapore Borrower then outstanding and then to any Eurodollar Loans of the Singapore Borrower then outstanding; and (C) if a Default or an Event of Default then exists, any such cash collections deposited into any of the UCTSS Designated Deposit Account, the Acquired Business Designated Deposit Account and the Singapore Designated Deposit Account shall be applied as otherwise provided in this Agreement (including as provided in Section 8.3). To the extent that (I) any amount of any such payments or collections remains in the concentration accounts until they can UCTSS Designated Deposit Account or the Acquired Business Designated Deposit Account after the application by the Administrative Agent thereof to the payment in full or Cash Collateralization of the Obligations of the Revolving Borrowers then outstanding under the Revolving Facility, (II) no Liquidity Event then exists, (III) no Default or Event of Default then exists, and (IV) such remaining amount is not otherwise required to be so appliedapplied to the other Obligations of any other Borrower pursuant to any other Section of this Agreement, then such remaining amount shall be returned by the Administrative Agent to the Revolving Borrowers. To the extent that (A) any amount of any such payments or collections remains in the Singapore Designated Deposit Account after the application by the Administrative Agent thereof to the payment in full or Cash Collateralization of the Obligations of the Singapore Borrower then outstanding under the Revolving Facility, (B) no Liquidity Event then exists, (C) no Default or Event of Default then exists, and (D) such remaining amount is not otherwise required to be applied to the other Obligations of any other Borrower pursuant to any other Section of this Agreement, then such remaining amount shall be returned by the Administrative Agent to the Singapore Borrower.

Collection of Accounts. (a) American Ski and the Borrowers Borrower shall establish and maintain, at their its expense, deposit account arrangements and merchant payment arrangements with the Agent and the other banks set forth on SCHEDULE 2.17 hereto Schedule 6.3 to the Information Certificate and after prior written notice to the Administrative Agent, and subject to Section 5.3(d), such other banks as any Borrower may hereafter select that as are acceptable to the Administrative Agent. The banks set forth on SCHEDULE 2.17 Schedule 6.3 to the Information Certificate constitute all of the banks with whom American Ski, any Borrower and any Restricted Subsidiary has deposit account arrangements and merchant payment arrangements as of the date hereof and such Schedule identifies each of the deposit accounts at such banks to an operating a retail store location of such Borrower or otherwise describes the nature of the use of such deposit account by such Borrower. (bi) Each Borrower shall deposit all proceeds (other than amounts of cash, not to exceed $100,000 for any location operated by such Borrower, for opening cash at such location consistent with past practices so long as no Default exists or has occurred) from sales of goods or services Inventory in every form, including, without limitation, cash, checks, credit or debit card sales drafts, credit or debit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of each Borrower on each Business Day into the concentration deposit accounts of the Borrowers Borrower used solely for such purpose and identified to each Borrower retail store location as set forth on SCHEDULE 2.17Schedule 6.3 to the Information Certificate (together with any other deposit accounts at any time established or used by Borrower for receiving such store receipts from any retail store location, collectively, the “Store Bank Accounts”) or as otherwise provided in Section 6.3(a)(iii) below. Borrower shall irrevocably authorize and direct, and shall use its best efforts to cause, all available funds deposited into the Store Bank Accounts to be sent by wire transfer or by transfer using the automated clearinghouse network (“ACH transfer”) on a daily basis, and all other proceeds of Collateral to be sent by wire transfer or by ACH transfer, to the Blocked Account as provided in Section 6.3(a)(ii) below (except nominal amounts which are required to be maintained in such Store Bank Accounts under the terms of Borrower’s arrangements with the bank at which such Store Bank Accounts are maintained, not to exceed $10,000 for each individual store utilizing such Store Bank Account). Borrower shall irrevocably authorize and direct in writing, in form and substance satisfactory to Administrative Agent, each of the banks into which proceeds from sales of Inventory from each retail store location of Borrower are at any time deposited as provided above and all of the banks in which Borrower’s concentration accounts are maintained to send all available funds deposited in such account (other than the nominal amounts referred to above) by wire transfer or ACH transfer on a daily basis to the Blocked Account. Such authorization and direction shall not be rescinded, revoked or modified without the prior written consent of Administrative Agent. In the event any of such banks fails to send such funds to the Blocked Account as provided herein, Borrower shall pursue all of its rights and remedies as a result of such failure. Notwithstanding the foregoing, for those Store Bank Accounts that transfer funds daily by ACH transfer initiated by Borrower’s store management notifying a third party processor, Borrower shall irrevocably authorize and direct in writing, in form and substance satisfactory to Administrative Agent, the third party processor that establishes the routing and executes the ACH transfer to send funds only to the Blocked Accounts and to agree to do so at any time upon Administrative Agent’s request and Administrative Agent shall receive an agreement from such third party processor confirming its agreement to do so. Such authorization and direction shall not be rescinded, revoked or modified without the prior written consent of Administrative Agent. (cii) Borrower shall establish and maintain, at its expense, one or more deposit accounts with such banks as are acceptable to Administrative Agent (the “Blocked Accounts”) into which Borrower shall promptly either cause all amounts on deposit in the Store Bank Accounts to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds from sales of Inventory, all amounts payable to Borrower from Credit Card Issuers and Credit Card Processors and all other proceeds of Collateral. To the extent required by Section 5.3(d) hereof, the banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Administrative Agent, providing that all items received or deposited in the Blocked Accounts are the property of Borrower subject to the lien and security interest of Collateral Agent, for the benefit of Agents and Lenders, that the depository bank has no lien upon, or right of setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that upon notice (an “Activation Notice”) from either Agent at any time that an Event of Default has occurred and is continuing or that Excess Availability is less than thirty percent (30%) of the lesser of (1) the amount of the Loans available to Borrower as of such time based on the formula set forth in Section 2.1(a) hereof, subject to the sublimits and Availability Reserves from time to time established by Agents hereunder and (2) the Maximum Credit, the depository bank will wire, or otherwise transfer, immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Administrative Agent as Administrative Agent may from time to time designate for such purpose (“Payment Account”), which agreements, once entered into, shall remain in effect until this Agreement is terminated. Borrower agrees that all amounts deposited in such Blocked Accounts or in the Store Bank Accounts or other funds received and collected by either Agent, whether as proceeds of inventory or other Collateral or otherwise shall, to the extent that there are Obligations outstanding and an Activation Notice has been delivered, be the property of Collateral Agent, for the benefit of Agents and Lenders. Prior to the occurrence of an Event of Default, amounts in the Payment Account in excess of the Loan balance (including any required cash collateralization of Letter of Credit Accommodations) and other Obligations that are then due and not paid by the Borrower shall be promptly returned to a disbursement account designated by the Borrower. An Activation Notice, once furnished, shall remain in effect (i) so long as such Event of Default has not been cured or waived, and/or (ii) if the Activation Notice was furnished as a result of the Borrowers’ failure to achieve Excess Availability as required above, until Excess Availability has exceeded thirty percent (30%) of the lesser of (1) the amount of the Loans available to Borrower as of such time based on the formula set forth in Section 2.1(a) hereof, subject to the sublimits and Availability Reserves from time to time established by Agents hereunder and (2) the Maximum Credit for sixty (60) consecutive days, in which case the Agents will rescind the Activation Notice; provided that no such rescission shall be required to be furnished (even if an Event of Default is no longer continuing and/or Excess Availability exceeds the required amount for sixty (60) consecutive days) after an Activation Notice has been rescinded once in any twelve consecutive months. At any time that the Agents rescind the Activation Notice as provided above, the Blocked Accounts shall remain in effect and such termination shall in no way limit, waive or delay the obligation of the Borrower, or the right of the Agents, to again require all funds be transferred to the Payment Account upon the Borrower’s failure to achieve Excess Availability in the amounts required herein. (iii) To the extent Borrower may elect, at Borrower’s option, to use the Armored Car Companies to pick up and collect cash or other proceeds of sales of Inventory from a retail store location, Borrower shall deliver to the Armored Car Companies all proceeds from sales of Inventory and other Collateral from such retail store location of Borrower. Borrower shall irrevocably authorize and direct the Armored Car Companies in writing, consistent with past practices described to Administrative Agent, to remit all such proceeds at any time received by the Armored Car Companies only to the deposit account identified on Schedule 6.3 to the Information Certificate or other Store Bank Accounts for such purpose and thereafter to the Blocked Accounts. Such authorization and direction to the Armored Car Companies shall not be rescinded, revoked or modified without the prior written consent of Administrative Agent unless Borrower shall cease to do business with such Armored Car Company, provided that upon any such termination the Armored Car Company shall not be released from its obligation to make payments for amounts previously delivered to such Armored Car Company. As of the date hereof, the only Armored Car Companies used by Borrower are those identified in Schedule 6.3 to the Information Certificate. Borrower shall not use any other Armored Car Companies for any purpose unless the aforesaid arrangements are in place with such other Armored Car Company. Upon request of the Administrative Agent, Borrower will promptly either obtain and provide an agreement in writing from such other Armored Car Companies, in form and substance satisfactory to Administrative Agent, duly authorized, executed and delivered by such other Armored Car Company, or cease doing business with such Armored Car Company. (b) For purposes of calculating interest on the Lender ObligationsObligations and the amount of Loans available to Borrower, the payments or other funds received pursuant to paragraph (b) above after 2:00 p.m. (Boston time) on any day will in the Payment Account shall be applied to the Obligations (conditional upon final collection) to the Lender Obligations one (1) Business Day following the date of receipt of immediately available funds by the Agent from the concentration accounts identified on SCHEDULE 2.17. For purposes of calculating the amount of the Revolving Credit Advances or Swing Line Loans available to the Borrowers, such payments will be applied (conditional upon final collection) to the Lender Obligations on the Business Day of receipt by the Agent in the concentration accounts identified on SCHEDULE 2.17, if such payments are received within sufficient time (in accordance with the Agent's usual and customary practices as in effect from time to time) to credit Borrowers' loan account on such day, and if not, then on the next Business Day. All such payments shall be applied by the Agent FIRST to any outstanding Swing Line Loans and SECOND, at the Agent's election promptly and in accordance with its customary depository practice as such amounts become available. (c) Borrower and all of its subsidiaries, shareholders, directors, employees, agents or other Affiliates shall, acting as trustee for Collateral Agent, receive, as the property of Borrower subject to the lien and security interest of Collateral Agent, for the benefit of Agents and Lenders, any cash, checks, credit card sales drafts, credit card sales or charge slips or receipts, notes, drafts and all forms of store receipts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Store Bank Accounts (subject to the provisions of Section 4.2(a6.3(a)(i)) or the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to any outstanding Revolving Credit Advances which are Base Rate Loans, and Administrative Agent. Borrower agrees to reimburse Administrative Agent on demand for any amounts not so applied shall be retained owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the concentration accounts until they can be so appliedtransfer of funds to or from the Blocked Accounts arising out of Administrative Agent’s payments to or indemnification of such bank or person. The obligation of Borrower to reimburse Administrative Agent for such amounts pursuant to this Section 6.3 shall survive the termination of this Agreement.

Collection of Accounts. (a) American Ski Borrower shall, immediately after the Closing Date, instruct all Credit Card Processors and all depositories maintaining a DDA to remit all Collections directly to the Borrowers Concentration Account via electronic funds transfer (including, but not limited to ACH transfers) on each Business Day. Borrower shall establish and maintaincause all cash received by Borrower at any retail store location to be deposited on a daily basis into any Blocked Account or, at their expenseAgent's option, deposit account arrangements with any other bank account, thereupon to be deposited to or sent by electronic funds transfer (including, but not limited to, ACH transfers) on each Business Day to the Concentration Account. In addition, Borrower agrees that all other Collections and other amounts received directly by Borrower from any Account Debtor or any other source immediately upon receipt shall be deposited into any Blocked Account. With respect to such bank accounts that are Blocked Accounts, Borrower, Agent and the Blocked Account Banks shall enter into Blocked Account Agreements, which, among other banks things, with respect to all Blocked Accounts (other than the Concentration Account) will provide for all cash deposited into a Blocked Account to be sent by electronic funds transfer (including, but not limited to, ACH transfers) each Business Day to the Concentration Account. With respect to each account (other than Blocked Accounts) into which Collections are deposited, Borrower shall irrevocably authorize and direct in writing, in form and substance satisfactory to Agent, each such bank to send via wire transfer (including, but not limited to, ACH transfers) each Business Day all funds deposited into each such account to the Concentration Account and each such bank shall agree to do so. No Blocked Account Agreement or other arrangement contemplated in this Section 2.8(a) shall be modified by Borrower without the prior written consent of Agent. Upon the terms and subject to the conditions set forth on SCHEDULE 2.17 hereto and after prior written notice in the Blocked Account Agreement applicable to the Concentration Account, all amounts received in the Concentration Account shall be wired each Business Day into an account (the "Agent, such other banks as any Borrower may hereafter select that are acceptable to the 's Account") maintained by Agent at a depositary selected by Agent. The banks set forth on SCHEDULE 2.17 constitute all of the banks with whom American Ski, any Borrower and any Restricted Subsidiary has deposit account arrangements as of the date hereof and identifies each of the deposit accounts at such banks to an operating location of such Borrower or otherwise describes the nature of the use of such deposit account by such Borrower. (b) Each Borrower shall not, and shall not permit any of its Subsidiaries to, open or maintain any deposit all proceeds (account or investment account with any bank or other financial institution other than amounts of cashthe Designated Account, not to exceed $100,000 for any location operated by such Borrower, for opening cash at such location consistent with past practices so long as no Default exists or has occurred) from sales of goods or services in every form, including, without limitation, cash, checks, credit or debit card sales drafts, credit or debit card sales or charge slips or receipts the Blocked Accounts and the other forms of daily receipts, from each location of each Borrower accounts listed on each Business Day into the concentration Schedule 5.17. All deposit accounts and investment accounts of the Borrowers identified to each Borrower location as set forth and its Subsidiaries are listed on SCHEDULE 2.17Schedule 5.17. (c) For purposes of calculating interest on the Lender Obligations, the payments or other funds received pursuant to paragraph (b) above after 2:00 p.m. (Boston time) on any day will be applied (conditional upon final collection) to the Lender Obligations one (1) Business Day following the date of receipt of immediately available funds by the Agent from the concentration accounts identified on SCHEDULE 2.17. For purposes of calculating the amount of the Revolving Credit Advances or Swing Line Loans available to the Borrowers, such payments will be applied (conditional upon final collection) to the Lender Obligations on the Business Day of receipt by the Agent in the concentration accounts identified on SCHEDULE 2.17, if such payments are received within sufficient time (in accordance with the Agent's usual and customary practices as in effect from time to time) to credit Borrowers' loan account on such day, and if not, then on the next Business Day. All such payments shall be applied by the Agent FIRST to any outstanding Swing Line Loans and SECOND, at the Agent's election and in accordance with the provisions of Section 4.2(a), to any outstanding Revolving Credit Advances which are Base Rate Loans, and any amounts not so applied shall be retained in the concentration accounts until they can be so applied.

Collection of Accounts. (a) American Ski and So long as the Borrowers shall establish and maintainprocedures set forth in this Article remain in effect, at their expense, deposit account the arrangements with between the Agent and the Lenders with respect to making of Revolving Credit Loans shall be handled in the manner set out herein. A. The Borrowers will, at Borrowers' cost and expense, (i) arrange for remittances on Ac- counts to be made directly to the Cash Collateral Account or in such other banks set forth manner as the Agent may direct, (ii) except for disputed items, promptly deposit all payments received by the Borrowers on SCHEDULE 2.17 hereto account of Accounts, whether in the form of cash, checks, notes, drafts, bills of exchange, money orders or otherwise, into the Cash Collateral Account in original form received (but with any endorsements of the Borrowers necessary for deposit or collec- tion), and on the date of receipt thereof, and (iii) deposit or cause to be deposited into the Cash Collateral Account all other sums paid or payable to the Borrowers from any source, including, but not limited to, insurance proceeds and condemnation awards. The deposits into the Cash Collateral Account will be subject to withdrawal only by the Agent as herein- after prior written notice provided. Until such payments are deposited, such payments shall be deemed to be held in trust by the Borrowers for and as the Lenders' property and shall not be commingled with the Borrowers' other accounts, all of which will be maintained in accordance with Section 9.1.O. B. All remittances and payments that are deposited in accordance with the foregoing will be immediately applied by the Agent to reduce the outstanding balance of the Revolving Credit Loans, subject to the continued accrual of interest on such remittances and payments for two (2) Business Days (or three {3} Business Days in the case of remittances and payments received after 12:00 noon, New York, New York time) and in any event subject to final collection in cash of the item deposited. C. The Agent shall not, however, be required to credit Borrowers' account for the amount of any instrument which is unsatisfactory to the Agent and the Agent may charge the Borrowers' account for the amount of any instrument which is returned to the Agent unpaid. D. On each Wednesday that is a Business Day (or on the next Business Day if a Wednesday is not a Business Day) during the term of this Second Restated Agreement, the Agent will provide each Lender with a weekly statement setting out, for the period since the last statement, the aggregate principal amount of new Revolving Credit Loans made to the Borrowers, the amount of remittances and payments actually collected and applied by the Agent to reduce the outstanding principal balance of the Revolving Credit Loans during such period and the outstanding principal balance of the Revolving Credit Loans at the end of such period. If a Lender's pro rata share (based on such Lender's Revolving Credit Commitment) of Revolving Credit Loans made during such weekly period exceeds such Lender's pro rata share of remittances and payments applied to reduce the Revolving Credit Loans during such weekly period, the difference will be paid in same day funds by such Lender to the Agent, and if such other banks as any Borrower may hereafter select that are acceptable Lender's pro rata share of remittances and payments applied to reduce the Agent. The banks set forth on SCHEDULE 2.17 constitute all Revolving Credit Loans during such weekly period exceeds such Lender's pro rata share of the banks with whom American Ski, any Borrower and any Restricted Subsidiary has deposit account arrangements as of the date hereof and identifies each of the deposit accounts at Revolving Credit Loans made during such banks to an operating location of such Borrower or otherwise describes the nature of the use of such deposit account by such Borrower. (b) Each Borrower shall deposit all proceeds (other than amounts of cash, not to exceed $100,000 for any location operated by such Borrower, for opening cash at such location consistent with past practices so long as no Default exists or has occurred) from sales of goods or services in every form, including, without limitation, cash, checks, credit or debit card sales drafts, credit or debit card sales or charge slips or receipts and other forms of daily receipts, from each location of each Borrower on each Business Day into the concentration accounts of the Borrowers identified to each Borrower location as set forth on SCHEDULE 2.17. (c) For purposes of calculating interest on the Lender Obligationsperiod, the payments or other funds received pursuant to paragraph (b) above after 2:00 p.m. (Boston time) on any day difference will be applied (conditional upon final collection) to the Lender Obligations one (1) Business Day following the date of receipt of immediately available paid in same day funds by the Agent from to such Lender. Payments required hereunder will be due and payable on the concentration accounts identified on SCHEDULE 2.17. For purposes of calculating same Business Day. E. Each month the amount Agent shall render to the Borrowers a statement of the Revolving Credit Advances or Swing Line Loans available Borrowers' account, which shall constitute an account stated and shall be deemed to be correct and accepted by and be binding upon the Borrowers unless the Agent receives a written statement of the Borrowers' exceptions within thirty (30) days after such statement was rendered to the Borrowers. F. The Borrowers shall not, such payments will be applied (conditional upon final collection) to the Lender Obligations on the Business Day of receipt by the Agent in the concentration accounts identified on SCHEDULE 2.17, if such payments are received within sufficient time (in accordance with without the Agent's usual and customary practices as in effect from time to time) to credit Borrowers' loan account on such dayprior written consent, and if not, then on the next Business Day. All such payments shall be applied by which the Agent FIRST to any outstanding Swing Line Loans and SECOND, at may withhold in the Agent's election and in accordance business judgment, with the provisions of Section 4.2(a), respect to any outstanding Revolving Credit Advances which are Base Rate Loanssingle Account in excess of $2,500.00 or any combination of Accounts in excess of $50,000.00 in any Fiscal Year, and grant any amounts not so applied shall be retained extension of the time of payment of any Accounts, compromise, adjust or settle any Accounts for less than the full amount thereof, release, in whole or in part, any Person or property liable for the concentration accounts until they can be so appliedpayment thereof, extend the time for payment thereof, or allow any credit or discount whatsoever thereon except as permitted under Section 9.3.

Collection of Accounts. (a) American Ski Until payment in full in cash of all Advances and the Borrowers shall establish and maintain, at their expense, deposit account arrangements with the Agent and the all other banks set forth on SCHEDULE 2.17 hereto and after prior written notice Obligations relating to the Agent, such other banks as any Borrower may hereafter select that are acceptable to the Agent. The banks set forth on SCHEDULE 2.17 constitute all of the banks with whom American Ski, any Borrower and any Restricted Subsidiary has deposit account arrangements as of the date hereof and identifies each of the deposit accounts at such banks to an operating location of such Borrower or otherwise describes the nature of the use of such deposit account by such Borrower. (b) Each Borrower shall deposit all proceeds Revolving Line (other than amounts inchoate indemnity obligations) and Bank’s obligations to make Advances and any other Credit Extensions relating to the Revolving Line have terminated (provided that Borrower’s obligation under this sentence shall not end at a time when any Event of cashDefault exists), not Borrower shall be a party to exceed $100,000 for any location operated a lockbox agreement in such form as Bank may specify in its good faith business judgment (the “Lockbox Agreement”) with Bank and a lockbox provider (the “Lockbox Provider”). The Lockbox Agreement and Lockbox Provider shall be acceptable to Bank. Borrower shall use the lockbox address as the payment address on all invoices issued by Borrower and shall direct all its Account Debtors to remit their payments to the lockbox address. The Lockbox Agreement shall provide that the Lockbox Provider shall remit all collections received in the lockbox to Bank. Upon Bank’s receipt of such Borrowercollections, for opening cash at Bank shall apply the same as follows: (i) If a Streamline Period is in effect, Bank shall deposit such location consistent with past practices so long as no Default exists or has occurred) from sales of goods or services in every form, including, without limitation, cash, checks, credit or debit card sales drafts, credit or debit card sales or charge slips or receipts and other forms of daily receipts, from each location of each Borrower on each Business Day proceeds into the concentration accounts operating account of the Borrowers identified to each Borrower location as set forth on SCHEDULE 2.17.at Bank that is designated by Borrower; and (cii) For purposes of calculating interest on the Lender ObligationsIf a Streamline Period is not in effect, the payments or other funds received pursuant to paragraph (b) above after 2:00 p.m. (Boston time) on any day will be applied (conditional upon final collection) Bank shall apply such proceeds to the Lender Obligations one (1) Business Day following the date of receipt of immediately available funds by the Agent from the concentration accounts identified on SCHEDULE 2.17. For purposes of calculating the amount of the Revolving Credit Advances or Swing Line Loans available to the Borrowers, such payments will be applied (conditional upon final collection) to the Lender Obligations on the Business Day of receipt by the Agent in the concentration accounts identified on SCHEDULE 2.17, if such payments are received within sufficient time (in accordance with the Agent's usual and customary practices as in effect from time to time) to credit Borrowers' loan account on such dayoutstanding Advances, and if notall outstanding Advances have been paid in full, then Bank shall deposit the remainder into the operating account of Borrower at Bank that is designated by Borrower; and (iii) If a Default or Event of Default has occurred and is continuing, without limiting Bank’s other rights and remedies, Bank shall have the right to apply such proceeds pursuant to the terms of Section 9.4 hereof. It is understood and agreed by Borrower that this Section does not impose any affirmative duty on Bank to do any act other than to turn over such amounts. Without limitation on the next Business Day. All foregoing, whether or not an Event of Default has occurred and is continuing, Borrower shall hold all payments on, and proceeds of, Accounts that Borrower receives, in trust for Bank, and Borrower shall immediately deliver all such payments shall and proceeds to Bank in their original form, duly endorsed, to be applied by to the Agent FIRST Obligations pursuant to any outstanding Swing Line Loans the terms of Sections 2.5(b) and SECOND, at the Agent's election and in accordance with the provisions of Section 4.2(a), to any outstanding Revolving Credit Advances which are Base Rate Loans, and any amounts not so applied shall be retained in the concentration accounts until they can be so applied9.4 hereof.

Collection of Accounts. (a) American Ski and the Borrowers shall establish and maintainBorrower, at their expenseall times from and after the date set forth in SECTION 3.3(D) (the "Concentration Deadline"), shall maintain a concentration account (the "Concentration Account") at the Designated Account Bank and, from and after the Concentration Deadline (or, if earlier, the date that the Concentration Account is established), (i) shall instruct all Account Debtors with respect to the Accounts, General Intangibles, and Negotiable Collateral of Borrower to remit ALL Collections in respect thereof to such Concentration Account (and shall cause the other Covenant Parties to instruct all account debtors with respect to the accounts, general intangibles, and other rights to payment of such Covenant Parties to remit ALL Collections in respect thereof to such Concentration Account (or into a deposit account arrangements with of such Covenant Party the Agent and the other banks set forth on SCHEDULE 2.17 hereto and after prior written notice proceeds of which are remitted no less frequently than each Business Day to the AgentConcentration Account), and each other Covenant Party hereby agrees to so instruct all such other banks as account debtors (including the depository with respect to any Borrower may hereafter select that are acceptable to the Agent. The banks set forth on SCHEDULE 2.17 constitute all of the banks with whom American Skisuch deposit account)), any Borrower and any Restricted Subsidiary has (ii) shall deposit account arrangements as of the date hereof (and identifies shall cause each of the other Covenant Parties to deposit, and each other Covenant Party hereby agrees to deposit) ALL other Collections received by any Covenant Party from any source immediately upon receipt in to the Concentration Account (or into a deposit accounts at such banks to an operating location account of such Covenant Party the proceeds of which are remitted no less frequently than each Business Day to the Concentration Account). On or before the Concentration Deadline, Borrower, Agent, and the Designated Account Bank shall enter into the Concentration Account Agreement. Borrower or otherwise describes the nature and each of the use other Covenant Parties hereby agree that all Collections and other amounts received by any Covenant Party from any account debtor or any other source immediately upon receipt shall be deposited into the Concentration Account (or into a deposit account of such deposit account Covenant Party the proceeds of which are remitted no less frequently than each Business Day to the Concentration Account). Neither Concentration Account Agreement nor arrangement contemplated thereby shall be modified by such Borrower. (b) Each Borrower any Covenant Party without the prior written consent of Agent. Upon the terms and subject to the conditions set forth in the Concentration Account Agreement, all amounts received in the Concentration Account shall deposit all proceeds (other than amounts of cash, not to exceed $100,000 for any location operated by such Borrower, for opening cash at such location consistent with past practices so long as no Default exists or has occurred) from sales of goods or services in every form, including, without limitation, cash, checks, credit or debit card sales drafts, credit or debit card sales or charge slips or receipts and other forms of daily receipts, from each location of each Borrower on be wired each Business Day into an account (the concentration accounts of the Borrowers identified to each Borrower location as set forth on SCHEDULE 2.17"Agent Account") maintained by Agent at a depositary selected by Agent. (c) For purposes of calculating interest on the Lender Obligations, the payments or other funds received pursuant to paragraph (b) above after 2:00 p.m. (Boston time) on any day will be applied (conditional upon final collection) to the Lender Obligations one (1) Business Day following the date of receipt of immediately available funds by the Agent from the concentration accounts identified on SCHEDULE 2.17. For purposes of calculating the amount of the Revolving Credit Advances or Swing Line Loans available to the Borrowers, such payments will be applied (conditional upon final collection) to the Lender Obligations on the Business Day of receipt by the Agent in the concentration accounts identified on SCHEDULE 2.17, if such payments are received within sufficient time (in accordance with the Agent's usual and customary practices as in effect from time to time) to credit Borrowers' loan account on such day, and if not, then on the next Business Day. All such payments shall be applied by the Agent FIRST to any outstanding Swing Line Loans and SECOND, at the Agent's election and in accordance with the provisions of Section 4.2(a), to any outstanding Revolving Credit Advances which are Base Rate Loans, and any amounts not so applied shall be retained in the concentration accounts until they can be so applied.

Collection of Accounts. (a) American Ski and the Borrowers Each Obligor shall establish and maintain, at their its expense, deposit account arrangements and merchant payment arrangements with the Agent and the other banks set forth on SCHEDULE 2.17 Schedule 6.3 hereto and after prior written notice to the Agent, subject to Section 5.4(d), such other banks as any Borrower such Obligor may hereafter select that are acceptable to select. As of the Agent. The date hereof, the banks set forth on SCHEDULE 2.17 Schedule 6.3 hereto constitute all of the banks with whom American Ski, any Borrower and any Restricted Subsidiary has Obligors have deposit account arrangements as of the date hereof and merchant payment arrangements and identifies each of the deposit accounts at such banks to an operating a Retail Store location of such Borrower an Obligor or otherwise describes the nature of the use of such deposit account by such BorrowerObligor. (b) Each Obligor shall establish and maintain, at its expense, deposit accounts with such banks (the “Blocked Accounts”) into which each Obligor shall promptly deposit, and direct, their respective account debtors, Credit Card Issuers and Credit Card Processors to directly remit to such Blocked Accounts payments on its Accounts, Credit Card Receivables and all other payments constituting proceeds of Inventory, other Collateral or other property which is security for the Obligations in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into a Deposit Account Control Agreement reasonably satisfactory to Agent prior to any funds being transferred into such Blocked Account. Subject to the terms and conditions contained herein, Agent shall instruct the depository banks at which the Blocked Accounts are maintained to transfer the funds on deposit in the Blocked Accounts to such operating bank account of each Obligor as such Obligor (or Administrative Borrower on behalf of such Obligor) may specify in writing to Agent until such time as Agent shall notify the depository bank otherwise. Agent will only instruct the depository banks at which the Blocked Accounts are maintained to transfer all funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time upon and after the occurrence of a Cash Dominion Event. Each Obligor agrees that at all times that Agent shall have notified any depository bank to transfer funds from the Blocked Accounts, all payments made to such Blocked Accounts or other funds received and collected by Agent, shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent to the extent of the then outstanding Obligations. (c) Notwithstanding anything to the contrary set forth in Section 6.3(b), Obligors may direct each of the Retail Store Subsidiaries to first deposit all collections from customers of their Retail Stores, all proceeds (other than amounts of cash, not to exceed $100,000 for any location operated by such Borrower, for opening cash at such location consistent with past practices so long as no Default exists or has occurred) from sales of goods or services Inventory in every form, including, without limitation, cash, checks, credit or debit card sales drafts, credit or debit card sales or charge slips or receipts and other forms of daily store receipts, into a depository account maintained by them with a local bank, used solely for such purpose and identified to each Retail Store as set forth on Schedule 6.3 hereto (together with any other deposit accounts at any time established or used by any Obligor for receiving such store receipts from any Retail Store, collectively, the “Store Bank Accounts” and each location individually, a “Store Bank Account”); provided, that, (i) all such funds deposited into the Store Bank Accounts shall be sent by wire transfer or by transfer using the automated clearinghouse network no less frequently than twice a week (or more frequently after the occurrence and during the continuance of each Borrower an Event of Default upon Agent’s request), except nominal amounts which are required to be maintained (A) in such Store Bank Accounts under the terms of such Obligor’s arrangements with the bank at which such Store Bank Accounts are maintained or (B) for such Obligor’s operations, including, without limitation, amounts to cover returned or dishonored checks or returned goods, and which nominal amounts shall not exceed $10,000 as to any individual Retail Store at any time, to one of the Concentration Accounts and (ii) on each Business Day into CS Delaware shall remit or cause the applicable depository bank to remit all collected funds in such Concentration Accounts to the Blocked Accounts, except for Excluded Property. No Obligors shall open or use any concentration or cash management accounts at any bank or other financial institution, other than the Concentration Accounts and Store Bank Accounts, except in compliance with this Section 6.3. No later than five (5) Business Days after the occurrence of the Borrowers identified an Event of Default, each Obligor which maintains a Concentration Account shall, upon Agent’s request, obtain a Deposit Account Control Agreement, in form and substance reasonably satisfactory to Agent, from each Borrower location as set forth on SCHEDULE 2.17depository bank with respect to such Concentration Account. (cd) For purposes of calculating interest on the Lender Obligations, the payments or other funds received pursuant to paragraph (b) above after 2:00 p.m. (Boston time) on any day will be applied (conditional upon final collection) to the Lender Obligations one (1) Business Day following the date of receipt of immediately available funds by the Agent from the concentration accounts identified on SCHEDULE 2.17. For purposes of calculating the amount of the Revolving Credit Advances or Swing Line Loans available to the Borrowers, such payments will be applied (conditional upon final collection) to the Lender Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent in the concentration accounts identified on SCHEDULE 2.17, if Payment Account provided such payments and notice thereof are received within sufficient time (in accordance with the Agent's ’s usual and customary practices as in effect from time to timetime and within sufficient time to credit such Borrower’s loan account on such day, and if not, then on the next Business Day; provided, that, upon the occurrence and during the continuance of a Cash Dominion Event (other than a Cash Dominion Event arising from the occurrence of an Event of Default), for purposes of calculating the amount of the Loans available to Borrowers such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent in the Agent Payment Account, if such payments are received in the Agent Payment Account by 3:00 p.m. New York City time and Agent has received notice thereof from the Administrative Borrower and the bank at which such Agent Payment Account is maintained to credit Borrowers' ’ loan account on such day, and if not, then on the next Business Day. All For purposes of calculating interest on the Obligations, such payments shall or other funds received and collected by Agent on account of the Obligations will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt of immediately available funds by Agent in the Agent FIRST Payment Account if received prior to 2:00 p.m. and one (1) Business Day following the date of receipt of immediately available funds by Agent in the Agent Payment Account if received after such time. (e) Each Obligor and all of their directors, employees, agents, Subsidiaries (other than Financing Subsidiaries) and other Affiliates shall, acting as trustee for Agent, receive, as the property of Agent, any outstanding Swing Line Loans monies, checks, notes, drafts or any other payment relating to and/or proceeds of Receivables constituting Collateral or other Collateral which come into their possession or under their control and SECONDimmediately upon receipt thereof, at shall deposit or cause the Agent's election and same to be deposited in the accounts of Obligors in accordance with the provisions of this Section 4.2(a)6.3, or remit the same or cause the same to be remitted, in kind, to Agent; provided, that, if at any outstanding Revolving Credit Advances time the Excess Availability shall be less than $10,000,000, Obligors shall promptly upon Agent’s request cause the portion thereof representing sales and/or use taxes payable in connection with such sales or otherwise to be deposited into a separate bank account or accounts established for such purpose until Excess Availability exceeds $10,000,000. In no event during such period in which are Base Rate Loans, and Excess Availability is less than $10,000,000 shall the same be commingled with Obligor’s own funds. Each Obligor agrees to reimburse Agent promptly (but in any event within two (2) Business Days) following Agent’s written demand for any amounts not so applied shall be retained owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the concentration accounts until they can be so appliedtransfer of funds to or from the Blocked Accounts arising out of the payments by Agent to or indemnification of such bank or person in connection with such Blocked Account or any amounts received therein or transferred therefrom. The obligation of Obligors to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination of this Agreement.

Collection of Accounts. (a) American Ski Borrowers and the Borrowers Guarantors shall establish and maintain, at their expense, deposit account arrangements with the accounts and cash management services of a type and on terms, as Agent and the other banks set forth on SCHEDULE 2.17 hereto and after prior written notice may reasonably specify at ▇▇▇▇▇ Fargo and, subject to the AgentSection 5.2(d) hereof, such other banks as any such Borrower or Guarantor may hereafter select that are acceptable to the Agentselect. The banks set forth on SCHEDULE 2.17 Schedule 8.10 of the Information Certificate constitute all of the banks with whom American Ski, any Borrower which Borrowers and any Restricted Subsidiary has Guarantors have deposit account and cash management arrangements as of the date hereof of this Agreement and identifies each of the deposit accounts at such banks to an operating location of such Borrower or otherwise describes the nature of the use of such deposit account by such BorrowerBorrower or Guarantor (collectively, together with any accounts of Borrowers and Guarantors at Lender, the “Cash Management Accounts” and individually a “Cash Management Account”). (b) Each Borrower Borrowers shall, and shall cause Guarantors to, deposit or cause to be deposited all proceeds (other than amounts of cashCollateral, not to exceed $100,000 for any location operated by such Borrower, for opening cash at such location consistent with past practices so long as no Default exists or has occurred) including all proceeds from sales of goods or services in every formInventory, including, without limitation, cash, checks, credit or debit card sales drafts, credit or debit card sales or charge slips or receipts all amounts payable to each Borrower and Guarantor and all other forms proceeds of daily receiptsCollateral, from each location of each such Borrower and Guarantor on each Business Day into the concentration accounts Cash Management Account of such Borrower and Guarantor used for such purpose. All such funds deposited into the Borrowers identified Cash Management Accounts shall be sent by wire transfer or other electronic funds transfer each day to each Borrower location as set forth on SCHEDULE 2.17the Concentration Accounts. (c) Without limiting any other rights or remedies of Agent and Lenders, Agent may, at its option, instruct the depository banks at which the Concentration Accounts are maintained to transfer all available funds received or deposited into the Concentration Accounts to the Agent Payment Account at any time after the occurrence of a Cash Dominion Event. At all times that Agent shall have notified any depository bank to transfer funds from a Concentration Account to the Agent Payment Account, all payments made to such Concentration Accounts, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. (d) Without limiting any other rights or remedies of Agent and Lenders, Agent may, at its option, send a “notice of exclusive control” or similar notice and otherwise instruct the securities intermediary or other Person party to an Investment Property Control Agreement that no funds in any investment account or other account subject to such agreement may be transferred except to the Concentration Accounts or otherwise paid to the Agent Payment Account at any time on or after a Cash Dominion Event and for so long as the same is continuing or at any time on or after Agent receives a notice of the intention of the securities intermediary or other party thereto to terminate such Investment Property Control Agreement. (e) For purposes of calculating interest on the Lender Obligationsamount of the Loans and Letters of Credit available to Borrowers, the such payments or other funds received pursuant to paragraph (b) above after 2:00 p.m. (Boston time) on any day will be applied (conditional upon final collection) to the Lender Obligations one (1) Business Day following the date of receipt of immediately available funds by the Agent from the concentration accounts identified on SCHEDULE 2.17. For purposes of calculating the amount of the Revolving Credit Advances or Swing Line Loans available to the Borrowers, such payments will be applied (conditional upon final collection) to the Lender Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent in the concentration accounts identified on SCHEDULE 2.17, if Payment Account provided such payments or other funds and notice thereof are received within sufficient time (in accordance with the Agent's ’s usual and customary practices as in effect from time to time) time and within sufficient time to credit Borrowers' such Borrower’s loan account on such day, and if not, then on the next Business Day. All For the purposes of calculating interest on the Obligations, such payments shall or other funds received will be applied (conditional upon final collection) to the Obligations one (1) Business Day following the date of receipt by Agent of immediately available funds in the Agent FIRST to any outstanding Swing Line Loans Payment Account provided such payments or other funds and SECOND, at the Agent's election and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit such Borrower’s loan account on such day, and if not, then on the provisions next Business Day. In the event that at any time or from time to time there are no Revolving Loans outstanding, Agent shall be entitled to an administrative fee in an amount calculated based on the Interest Rate for Prime Rate Loans (on a per annum basis) multiplied by the amount of Section 4.2(a)the funds received in the Concentration Accounts for such day as calculated by Agent in accordance with its customary practice. The economic benefit of the timing in the application of payments (and the administrative charge with respect thereto, if applicable) shall be for the sole benefit of Agent. (f) Each Borrower and Guarantor and their respective employees, agents and Subsidiaries shall, acting as trustee for Agent, receive, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any outstanding Revolving Credit Advances which are Base Rate Loans, and Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Agent on demand for any amounts not so applied shall be retained owed or paid to any bank or other financial institution at which a Concentration Account or any other deposit account or investment account is established or any other bank, financial institution or other person involved in the concentration accounts until they can be so appliedtransfer of funds to or from the Concentration Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution or other person. The obligations of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination of this Agreement.

Collection of Accounts. (a) American Ski and the Borrowers shall establish and maintain, at their expense, deposit account arrangements and merchant payment arrangements with the Agent and the other banks set forth on SCHEDULE 2.17 Schedule 4.25 hereto and after prior written notice to the AgentLender, subject to Section 7.12 hereof, such other banks as any Borrower Borrowers may hereafter select that as are acceptable to the AgentLender. The banks set forth on SCHEDULE 2.17 Schedule 4.25 constitute all of the banks with whom American Ski, any Borrower and any Restricted Subsidiary has deposit account arrangements and merchant payment arrangements as of the date hereof and identifies each of the deposit accounts at such banks to an operating a retail store location of such each Borrower or otherwise describes the nature of the use of such deposit account by such each Borrower. (bi) Each Borrower Borrowers shall deposit all proceeds (other than amounts of cash, not to exceed $100,000 for any location operated by such Borrower, for opening cash at such location consistent with past practices so long as no Default exists or has occurred) from sales of goods or services Inventory in every form, including, without limitation, cash, cash checks, credit or debit card sales drafts, credit or debit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of each any Borrower on each Business Day into the concentration deposit accounts of the Borrowers such Borrower used solely for such purpose and identified to each Borrower retail store location as set forth on SCHEDULE 2.17Schedule 4.25. All such funds deposited into the separate deposit accounts shall be sent by wire transfer on a daily basis and all other proceeds of Collateral shall be sent by wire transfer, to the Blocked Accounts as provided in Section 10.3(a)(ii) below. Borrowers shall irrevocably authorize and direct in writing, in form and substance satisfactory to Lender, each of the banks into which proceeds from sales of Inventory from each retail store location of any Borrower are at any time deposited as provided above to send all funds deposited in such account by wire transfer on a daily basis to the Blocked Accounts. Such authorization and direction shall not be rescinded, revoked or modified without the prior written consent of Lender. (cii) For purposes In addition to the other bank accounts of calculating interest Borrowers, Borrowers shall establish and maintain, at their expense, deposit accounts with such banks as are acceptable to Lender (the "Blocked Accounts") into which Borrower shall promptly either cause all amounts on deposit in its deposit accounts used by each retail store location to be sent as provided in Section 10.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds from sales of Inventory, all amounts payable to any Borrower from Credit Card Issuers and Credit Card Processors and all other proceeds of Collateral. The banks at which the Lender ObligationsBlocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right of setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will at any time after notice from Lender wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Lender will only instruct the depository banks at which the Blocked Accounts are maintained to transfer all funds received or deposited into the Blocked Accounts to the Payment Account at any time that either: (i) an Event of Default shall exist or have occurred and be continuing or (ii) the aggregate amount of the outstanding Loans and Letter of Credit Accommodations at any time shall exceed the amount equal to fifty percent (50%) of the Borrowing Base at such time or (iii) Excess Availability shall be less than $5,000,000. Until such time as Lender shall instruct the depository banks at which the Blocked Accounts are maintained to remit the funds to the Payment Account, such funds in the Blocked Account shall be remitted to the operating disbursement accounts of Borrowers. In the event that at any time after Lender has instructed the depository banks to transfer such funds to the Payment Account, each of the conditions set forth in clauses (i), (ii) and (iii) above do not exist for a period of thirty (30) consecutive days, upon ▇▇▇▇▇*s written request, Lender shall instruct such depository banks to transfer the funds on deposit in such accounts to such operating disbursement accounts of Borrowers as ▇▇▇▇▇*s may specify in writing to Lender until such time as Lender is entitled to notify the depository banks otherwise as provided above. Each Borrower agrees that all payments made to such Blocked Accounts or other funds received pursuant and collected by Lender, whether in respect of the Accounts, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to paragraph Lender in respect of the Obligations and therefore shall constitute the property of Lender to the extent of the then outstanding Obligations. (b) above after 2:00 p.m. (Boston time) on any day will be applied (conditional upon final collection) to the Lender Obligations one (1) Business Day following the date of receipt of immediately available funds by the Agent from the concentration accounts identified on SCHEDULE 2.17. For purposes of calculating the amount of the Revolving Credit Advances or Swing Line Loans available to the Borrowers, Borrowers such payments will be applied (conditional upon final collection) to the Lender Obligations on the Business Day of receipt by the Agent Lender of immediately available funds in the concentration accounts identified on SCHEDULE 2.17, if Payment Account provided such payments and notice thereof are received within sufficient time (in accordance with the AgentLender's usual and customary practices as in effect from time to time) time and within sufficient time to credit Borrowers' loan account on such day, and if not, then on the next Business Day. All For purposes of calculating interest on the Obligations, such payments shall or other funds received will be applied (conditional upon final collection) to the Obligations one (1) Business Day following the date of receipt of immediately available funds by Lender in the Agent FIRST to any outstanding Swing Line Loans Payment Account provided such payments or other funds and SECOND, at the Agent's election and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers' loan account on such day, and if not, then on the provisions next Business Day. (c) Borrowers and their Affiliates, acting as trustee for Lender, shall receive, as the property of Section 4.2(a)Lender, any cash, checks, credit card sales drafts, credit card sales or charge slips or receipts, notes, drafts, all forms of store receipts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the bank accounts for the retail store locations set forth on Schedule 4.25 hereto (or such other bank accounts as are established after the date hereof for purposes of receiving deposits from retail store locations) or the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender, PROVIDED, THAT, if at any outstanding Revolving Credit Advances which are Base Rate Loanstime the Excess Availability shall be less than $500,000, Borrowers shall promptly upon Lender's request, cause the portion thereof representing sales and/or use taxes payable in connection with such sales or otherwise to be deposited into a separate bank account or accounts established for such purpose. In no event shall and such cash, checks, credit card sales drafts, credit card sales or charge slips or receipts, notes, drafts or other payments be commingled with Borrowers' own funds. Borrowers agree to reimburse Lender on demand for any amounts not so applied shall be retained owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the concentration accounts until they can be so appliedtransfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrowers to reimburse Lender for such amounts pursuant to this Section 10.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) American Ski and the Borrowers Each Obligor shall establish and maintain, at their expense, ensure that no US Loan Party has any deposit account arrangements with the Agent and the other banks set forth on SCHEDULE 2.17 hereto and after prior written notice to the Agent, such other banks as any Borrower may hereafter select that are acceptable to the Agent. The banks set forth on SCHEDULE 2.17 constitute all of the banks with whom American Ski, any Borrower and any Restricted Subsidiary has deposit account arrangements accounts as of the date hereof, except as set forth on Schedule 23 (Deposit Account). No US Loan Party shall directly or indirectly, after the date hereof and identifies open, establish or maintain any deposit account unless each of the deposit accounts following conditions is satisfied: (i) the Administrative Agent shall have received not less than five Business Days prior written notice of the intention of such US Loan Party to open or establish such account which notice shall specify in reasonable detail and specificity acceptable to Lender the name of the account, the owner of the account, the name and address of the bank at which such account is to be opened or established, the individual at such banks to an operating location of bank with whom such Borrower or otherwise describes US Loan Party is dealing and the nature purpose of the use account, (ii) the bank where such account is opened or maintained shall be acceptable to the Administrative Agent and (iii) if such deposit account is opened after the payment in full of all non-contingent obligations under the US Senior Facility Documents, on or before the opening of such deposit account, such US Loan Party shall as the Administrative Agent may specify either (i) deliver to the Administrative Agent a Deposit Account Control Agreement with respect to such deposit account duly authorized, executed and delivered by such BorrowerUS Loan Party and the bank at which such deposit account is opened and maintained or (ii) arrange for the Administrative Agent to become the customer of the bank with respect to the deposit account on terms and conditions acceptable to the Administrative Agent. The terms of this Clause 19.19 shall not apply to deposit accounts specifically and exclusively used for payroll, payroll Taxes and other employee wage and benefit payments to or for the benefit of a US Loan Party’s salaried employees. (b) Each Borrower Obligor shall deposit all proceeds ensure that no US Loan Party owns or holds, directly or indirectly, beneficially or as record owner or both, any investment property, as of the date hereof, or have any investment account, securities account, commodity account or other similar account with any bank or other financial institution or other securities intermediary or commodity intermediary as of the date hereof, in each case except as set forth in Schedule 23 (Deposit Account) and that no US Loan Party shall, directly or indirectly, after the date hereof open, establish or maintain any investment account, securities account, commodity account or any other similar account (other than amounts a deposit account) with any securities intermediary or commodity intermediary unless each of cashthe following conditions is satisfied: (i) the Administrative Agent shall have received not less than five Business Days prior written notice of the intention of such US Loan Party to open or establish such account which notice shall specify in reasonable detail and specificity acceptable to each Agent the name of the account, not the owner of the account, the name and address of the securities intermediary or commodity intermediary at which such account is to exceed $100,000 for any location operated by such Borrowerbe opened or established, for opening cash the individual at such location consistent intermediary with past practices so long as no Default exists or has occurred) from sales of goods or services in every form, including, without limitation, cash, checks, credit or debit card sales drafts, credit or debit card sales or charge slips or receipts whom such US Loan Party is dealing and other forms of daily receipts, from each location of each Borrower on each Business Day into the concentration accounts purpose of the Borrowers identified account and (ii) the securities intermediary or commodity intermediary (as the case may be) where such account is opened or maintained shall be acceptable to each Borrower location as set forth on SCHEDULE 2.17Agent. (c) For purposes of calculating interest on the Lender Obligations, the payments or other funds received pursuant to paragraph (b) above after 2:00 p.m. (Boston time) on any day will be applied (conditional upon final collection) to the Lender Obligations one (1) Business Day following the date of receipt of immediately available funds by the Agent from the concentration accounts identified on SCHEDULE 2.17. For purposes of calculating the amount of the Revolving Credit Advances or Swing Line Loans available to the Borrowers, such payments will be applied (conditional upon final collection) to the Lender Obligations on the Business Day of receipt by the Agent in the concentration accounts identified on SCHEDULE 2.17, if such payments are received within sufficient time (in accordance with the Agent's usual and customary practices as in effect from time to time) to credit Borrowers' loan account on such day, and if not, then on the next Business Day. All such payments shall be applied by the Agent FIRST to any outstanding Swing Line Loans and SECOND, at the Agent's election and in accordance with the provisions of Section 4.2(a), to any outstanding Revolving Credit Advances which are Base Rate Loans, and any amounts not so applied shall be retained in the concentration accounts until they can be so applied.