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<br />. . . <br />! " 0" <br /> <br />A~reements <br /> <br />Now therefore, for and in consideration of the above premises and for other good and <br />valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties <br />hereto agree as follows: <br /> <br />I. Transfer of Collateral. Intrawest hereby acknowledges that, effective March 14, <br />1997, Intrawest assumed all of Copper's right, title and interest in and to the Collateral, the Deed <br />of Trust, the Security Agreement and the Subscription Agreement, and assumed all of the <br />covenants, duties and obligations of Copper contained in the Deed of Trust, the Security <br />Agreement and the Subscription Agreement for which, but for the Merger, Copper would be <br />liable or bound, as ifIntrawest (and not Copper) was the original signatory thereto. <br /> <br />2. Confirmation of Consent. Pursuant to the Consent Agreement, and as restated <br />herein, the Board consents to the Merger and to the resulting transfer of the Collateral from <br />Copper to Intrawest, and waives any rights to accelerate Copper's (and, as of the effective date of <br />the Merger, Intrawest's) obligations secured by the Deed of Trust and the Security Agreement <br />arising from the Merger or the Merger Agreement. <br /> <br />3. Deed of Trust and Securitv Agreement to Remain in Effect. The Deed of Trust <br />and the Security Agreement shall continue in full force and effect as written except to the extent <br />modified herein. <br /> <br />4. Countemarts. This Amendment may be executed in counterparts, each of which, <br />when executed, shall be deemed an original and all of which together will be deemed one and the <br />same instrument. <br /> <br />******************* <br /> <br />JCFKK-1430S-1 <br />