Common use of Appointment and Duties of Collateral Agent Clause in Contracts

Appointment and Duties of Collateral Agent. (a) Lessor, on behalf of itself and any Assignee of Lessor, and each Assignee of Lessor (by its acceptance of the benefits of this Master Lease) (collectively referred to in this Section 23, as "Lessor") hereby irrevocably appoints Société Générale, New York Branch ("SG") (together with any successor collateral agent pursuant to Section 23.9 below) as the collateral agent (the "Collateral Agent") hereunder and under the other CHG Lease Facility Documents (such term as used herein shall have the meaning ascribed to it in the Multiparty Agreement) and authorizes the Collateral Agent to (i) execute and deliver the CHG Lease Facility Documents to which it is a party and accept delivery thereof on its behalf from Lessee or any other grantor under the CHG Lease Security Documents (as defined in the Multiparty Agreement) (collectively, the "Grantors"), (ii) take such action on its behalf and exercise all rights, powers and remedies and perform the duties as are expressly delegated to the Collateral Agent under such CHG Lease Facility Documents, (iii) act as collateral agent for Lessor for purposes of the perfection of all Liens created by such agreements and all other purposes stated therein, (iv) manage, supervise and otherwise deal with the collateral securing this Master Lease (the "Collateral"), (v) take such other action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the CHG Lease Facility Documents, (vi) except as may be otherwise specified in any CHG Lease Facility Document (including the Multiparty Agreement), exercise all remedies given to the Collateral Agent and the Lessor with respect to the Collateral, whether under the CHG Lease Facility Documents, applicable law or otherwise (vii) execute any amendment, consent or waiver under the CHG Lease Facility Documents to which the Collateral Agent is a party on behalf of Lessor to the extent Lessor has consented in writing to such amendment, consent or waiver, and (viii) exercise such powers as are reasonably incidental thereto.

Appointment and Duties of Collateral Agent. (a) LessorEach Lender, on behalf of itself and any Assignee of Lessorthe Administrative Agent, the Issuing Banks, the Acceptance Lenders and each Assignee of Lessor (by its acceptance of the benefits of this Master Lease) (collectively referred to in this Section 23, as "Lessor") Secured Party hereby irrevocably appoints Société Générale(i) designate Bank of America, New York Branch ("SG") (together with any successor collateral agent pursuant to Section 23.9 below) N.A. as the collateral agent (the "Collateral Agent") hereunder Agent under this Agreement and under the other CHG Lease Facility Documents Loan Documents, (such term as used herein shall have the meaning ascribed to it in the Multiparty Agreementii) and authorizes authorize the Collateral Agent to (i) execute enter into the Security Documents and deliver the CHG Lease Facility other Loan Documents to which it is a party and accept delivery thereof to perform its duties and obligations thereunder, together with all powers reasonably incidental thereto, and (iii) agree and consent to all of the provisions of the Security Documents. All Collateral shall be held or administered by the Collateral Agent (or its duly-appointed agent) for its benefit and for the ratable benefit of the other Secured Parties. Any proceeds received by the Collateral Agent from the foreclosure, sale, lease or other disposition of any of the Collateral and any other proceeds received pursuant to the terms of the Security Documents or the other Loan Documents shall be paid over to the Administrative Agent for application as provided in Sections 2.20, 2.24, or 7.3, as applicable. The Collateral Agent shall have no duties or responsibilities except as set forth in this Agreement and the other Loan Documents, nor shall it have any fiduciary relationship with any Lender, and no implied covenants, responsibilities, duties, obligations, or liabilities shall be read into the Loan Documents or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing, for the purposes of creating a solidarite′ active in accordance with Article 1541 of the Civil Code, between each Secured Party, taken individually, and the Collateral Agent, each Loan Party and each Secured Party (on its behalf from Lessee or any other grantor own behalf) acknowledges and agrees with the Collateral Agent that such Secured Party and the Collateral Agent are conferred the legal status of solidary creditors of each Loan Party in respect of all Obligations, present and future, owed by each Loan Party to each Secured Party and the Agents hereunder and under the CHG Lease Security other Loan Documents (as defined in the Multiparty Agreement) (collectively, the "Grantors"“Solidary Claim”). Accordingly, but subject (iifor the avoidance of doubt) take such action on its behalf and exercise all rights, powers and remedies and perform the duties as are expressly delegated to the Collateral Agent under such CHG Lease Facility Documents, (iii) act as collateral agent for Lessor for purposes Article 1542 of the perfection of all Liens created by such agreements and all other purposes stated thereinCivil Code, (iv) manage, supervise and otherwise deal with the collateral securing this Master Lease (the "Collateral"), (v) take such other action as each Loan Party is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the CHG Lease Facility Documents, (vi) except as may be otherwise specified in any CHG Lease Facility Document (including the Multiparty Agreement), exercise all remedies given irrevocably bound to the Collateral Agent and each other Secured Party in respect of the Lessor with respect to the Collateral, whether under the CHG Lease Facility Documents, applicable law or otherwise (vii) execute any amendment, consent or waiver under the CHG Lease Facility Documents to which entire Solidary Claim of the Collateral Agent is and such Secured Party. As a party on behalf result of Lessor the foregoing, the parties hereto acknowledge that the Collateral Agent and each other Secured Party shall at all times have a valid and effective right of action for the entire Solidary Claim of the Collateral Agent and such other Secured Party and the right to give full acquittance for it and that, accordingly, without limiting the generality of the foregoing, the Collateral Agent, as solidary creditor for itself and each other Secured Party, shall, at all times have a valid and effective right of action in respect of all Obligations, present and future, owed by each Loan Party to the extent Lessor has consented in writing Collateral Agent and to such amendmentthe other Secured Parties or any of them under this Agreement and the other Loan Documents and the right to give a full acquittance for the same. The parties further agree and acknowledge that the Collateral Agent's Liens on the Collateral shall be granted to the Collateral Agent, consent or waiver, for its own benefit and (viii) exercise such powers for the benefit of the other Secured Parties and as are reasonably incidental theretosolidary creditor as hereinabove set forth.

Appointment and Duties of Collateral Agent. (a) LessorEach Lender, on behalf of itself and any Assignee of Lessorthe Administrative Agent, the Issuing Banks, the Acceptance Lenders and each Assignee of Lessor (by its acceptance of the benefits of this Master Lease) (collectively referred to in this Section 23, as "Lessor") Secured Party hereby irrevocably appoints Société Générale(i) 108 designate Bank of America, New York Branch ("SG") (together with any successor collateral agent pursuant to Section 23.9 below) N.A. as the collateral agent (the "Collateral Agent") hereunder Agent under this Agreement and under the other CHG Lease Facility Documents Loan Documents, (such term as used herein shall have the meaning ascribed to it in the Multiparty Agreementii) and authorizes authorize the Collateral Agent to (i) execute enter into the Security Documents and deliver the CHG Lease Facility other Loan Documents to which it is a party and accept delivery thereof to perform its duties and obligations thereunder, together with all powers reasonably incidental thereto, and (iii) agree and consent to all of the provisions of the Security Documents. All Collateral shall be held or administered by the Collateral Agent (or its duly-appointed agent) for its benefit and for the ratable benefit of the other Secured Parties. Any proceeds received by the Collateral Agent from the foreclosure, sale, lease or other disposition of any of the Collateral and any other proceeds received pursuant to the terms of the Security Documents or the other Loan Documents shall be paid over to the Administrative Agent for application as provided in Sections 2.20, 2.24, or 7.3, as applicable. The Collateral Agent shall have no duties or responsibilities except as set forth in this Agreement and the other Loan Documents, nor shall it have any fiduciary relationship with any Lender, and no implied covenants, responsibilities, duties, obligations, or liabilities shall be read into the Loan Documents or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing, for the purposes of creating a solidarite? active in accordance with Article 1541 of the Civil Code of Quebec, between each Secured Party, taken individually, and the Collateral Agent, each Loan Party and each Secured Party (on its behalf from Lessee or any other grantor own behalf) acknowledges and agrees with the Collateral Agent that such Secured Party and the Collateral Agent are conferred the legal status of solidary creditors of each Loan Party in respect of all Obligations, present and future, owed by each Loan Party to each Secured Party and the Agents hereunder and under the CHG Lease Security other Loan Documents (as defined in the Multiparty Agreement) (collectively, the "GrantorsSolidary Claim"). Accordingly, but subject (iifor the avoidance of doubt) take such action on its behalf and exercise all rights, powers and remedies and perform the duties as are expressly delegated to the Collateral Agent under such CHG Lease Facility Documents, (iii) act as collateral agent for Lessor for purposes Article 1542 of the perfection Civil Code of all Liens created by such agreements and all other purposes stated thereinQuebec, (iv) manage, supervise and otherwise deal with the collateral securing this Master Lease (the "Collateral"), (v) take such other action as each Loan Party is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the CHG Lease Facility Documents, (vi) except as may be otherwise specified in any CHG Lease Facility Document (including the Multiparty Agreement), exercise all remedies given irrevocably bound to the Collateral Agent and each other Secured Party in respect of the Lessor with respect to the Collateral, whether under the CHG Lease Facility Documents, applicable law or otherwise (vii) execute any amendment, consent or waiver under the CHG Lease Facility Documents to which entire Solidary Claim of the Collateral Agent is and such Secured Party. As a party on behalf result of Lessor the foregoing, the parties hereto acknowledge that the Collateral Agent and each other Secured Party shall at all times have a valid and effective right of action for the entire Solidary Claim of the Collateral Agent and such other Secured Party and the right to give full acquittance for it and that, accordingly, without limiting the generality of the foregoing, the Collateral Agent, as solidary creditor for itself and each other Secured Party, shall, at all times have a valid and effective right of action in respect of all Obligations, present and future, owed by each Loan Party to the extent Lessor has consented in writing Collateral Agent and to such amendmentthe other Secured Parties or any of them under this Agreement and the other Loan Documents and the right to give a full acquittance for the same. The parties further agree and acknowledge that the Collateral Agent's Liens on the Collateral shall be granted to the Collateral Agent, consent or waiver, for its own benefit and (viii) exercise such powers for the benefit of the other Secured Parties and as are reasonably incidental theretosolidary creditor as hereinabove set frrth.

Appointment and Duties of Collateral Agent. (a) LessorEach Lender, on behalf of itself and any Assignee of Lessorthe Administrative Agent, the Issuing Banks, the Acceptance Lenders and each Assignee of Lessor (by its acceptance of the benefits of this Master Lease) (collectively referred to in this Section 23, as "Lessor") Secured Party hereby irrevocably appoints Société Générale(i) designate Bank of America, New York Branch ("SG") (together with any successor collateral agent pursuant to Section 23.9 below) N.A. as the collateral agent (the "Collateral Agent") hereunder Agent under this Agreement and under the other CHG Lease Facility Documents Loan Documents, (such term as used herein shall have the meaning ascribed to it in the Multiparty Agreementii) and authorizes authorize the Collateral Agent to (i) execute enter into the Security Documents and deliver the CHG Lease Facility other Loan Documents to which it is a party and accept delivery thereof to perform its duties and obligations thereunder, together with all powers reasonably incidental thereto, and (iii) agree and consent to all of the provisions of the Security Documents. All Collateral shall be held or administered by the Collateral Agent (or its duly--appointed agent) for its benefit and for the ratable benefit of the other Secured Parties. Any proceeds received by the Collateral Agent from the foreclosure, sale, lease or other disposition of any of the Collateral and any other proceeds received pursuant to the terms of the Security Documents or the other Loan Documents shall be paid over to the Administrative Agent for application as provided in Sections 2.20, 2.24, or 7.3, as applicable. The Collateral Agent shall have no duties or responsibilities except as set forth in this Agreement and the other Loan Documents, nor shall it have any fiduciary relationship with any Lender, and no implied covenants, responsibilities, duties, obligations, or liabilities shall be read into the Loan Documents or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing, for the purposes of creating a solidarité active in accordance with Article 1541 of the Civil Code, between each Secured Party, taken individually, and the Collateral Agent, each Loan Party and each Secured Party (on its behalf from Lessee or any other grantor own behalf) acknowledges and agrees with the Collateral Agent that such Secured Party and the Collateral Agent are conferred the legal status of solidary creditors of each Loan Party in respect of all Obligations, present and future, owed by each Loan Party to each Secured Party and the Agents hereunder and under the CHG Lease Security other Loan Documents (as defined in the Multiparty Agreement) (collectively, the "Grantors"“Solidary Claim”). Accordingly, but subject (iifor the avoidance of doubt) take such action on its behalf and exercise all rights, powers and remedies and perform the duties as are expressly delegated to the Collateral Agent under such CHG Lease Facility Documents, (iii) act as collateral agent for Lessor for purposes Article 1542 of the perfection of all Liens created by such agreements and all other purposes stated thereinCivil Code, (iv) manage, supervise and otherwise deal with the collateral securing this Master Lease (the "Collateral"), (v) take such other action as each Loan Party is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the CHG Lease Facility Documents, (vi) except as may be otherwise specified in any CHG Lease Facility Document (including the Multiparty Agreement), exercise all remedies given irrevocably bound to the Collateral Agent and each other Secured Party in respect of the Lessor with respect to the Collateral, whether under the CHG Lease Facility Documents, applicable law or otherwise (vii) execute any amendment, consent or waiver under the CHG Lease Facility Documents to which entire Solidary Claim of the Collateral Agent is and such Secured Party. As a party on behalf result of Lessor the foregoing, the parties hereto acknowledge that the Collateral Agent and each other Secured Party shall at all times have a valid and effective right of action for the entire Solidary Claim of the Collateral Agent and such other Secured Party and the right to give full acquittance for it and that, accordingly, without limiting the generality of the foregoing, the Collateral Agent, as solidary creditor for itself and each other Secured Party, shall, at all times have a valid and effective right of action in respect of all Obligations, present and future, owed by each Loan Party to the extent Lessor has consented in writing Collateral Agent and to such amendmentthe other Secured Parties or any of them under this Agreement and the other Loan Documents and the right to give a full acquittance for the same. The parties further agree and acknowledge that the Collateral Agent’s Liens on the Collateral shall be granted to the Collateral Agent, consent or waiver, for its own benefit and (viii) exercise such powers for the benefit of the other Secured Parties and as are reasonably incidental theretosolidary creditor as hereinabove set forth.

Appointment and Duties of Collateral Agent. (a) Lessor, on behalf of itself and any Assignee of Lessor, and each Assignee of Lessor (by its acceptance of the benefits of this Master Lease) (collectively referred to in this Section 23, as "Lessor") Each Lender hereby irrevocably appoints Société Générale, New York Branch ("SG") SG (together with any successor collateral agent Collateral Agent pursuant to Section 23.9 below10.9) as the collateral agent (the "Collateral Agent") Agent hereunder and under the other CHG Lease Facility Documents (such term as used herein shall have the meaning ascribed to it in the Multiparty Agreement) and authorizes the Collateral Agent to (i) execute and deliver the CHG Lease Facility Loan Documents to which it is a party and accept delivery thereof on its behalf from Lessee or any other grantor under the CHG Lease Security Documents (as defined in the Multiparty Agreement) (collectively, the "Grantors")Loan Party, (ii) take such action on its behalf and to exercise all rights, powers and remedies and perform the duties as are expressly delegated to the Collateral Agent under such CHG Lease Facility Loan Documents, (iii) act as collateral agent for Lessor each Secured Party for purposes of the perfection of all Liens created by such agreements and all other purposes stated therein, (iv) manage, supervise and otherwise deal with the collateral securing this Master Lease (the "Collateral"), (v) take such other action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the CHG Lease Facility Loan Documents, (vi) except as may be otherwise specified in any CHG Lease Facility Document (including the Multiparty Agreement)Loan Document, exercise all remedies given to the Collateral Agent and the Lessor other Secured Parties with respect to the Collateral, whether under the CHG Lease Facility Loan Documents, applicable law Requirements of Law or otherwise (vii) execute any amendment, consent or waiver under the CHG Lease Facility Loan Documents to which the Collateral Agent is a party on behalf of Lessor to the extent Lessor any Lender that has consented in writing to such amendment, consent or waiver, and (viii) exercise such powers as are reasonably incidental thereto; provided, however, that the Collateral Agent hereby appoints, authorizes and directs each Lender to act as collateral sub-agent for the Collateral Agent and the Lenders for purposes of the perfection of all Liens with respect to the Collateral, including any deposit account maintained by a Loan Party with, and cash and Cash Equivalents held by, such Lender, and may further authorize and direct the Lenders to take further actions as collateral sub-agents for purposes of enforcing such Liens or otherwise to transfer the Collateral subject thereto to the Collateral Agent, and each Lender hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed.

Appointment and Duties of Collateral Agent. (a) LessorEach Lender, on behalf of itself and any Assignee of Lessorthe Administrative Agent, the Issuing Banks, the Acceptance Lenders and each Assignee of Lessor (by its acceptance of the benefits of this Master Lease) (collectively referred to in this Section 23, as "Lessor") Secured Party hereby irrevocably appoints Société Générale(i) designate Bank of America, New York Branch ("SG") (together with any successor collateral agent pursuant to Section 23.9 below) N.A. as the collateral agent (the "Collateral Agent") hereunder Agent under this Agreement and under the other CHG Lease Facility Documents Loan Documents, (such term as used herein shall have the meaning ascribed to it in the Multiparty Agreementii) and authorizes authorize the Collateral Agent to (i) execute enter into the Security Documents and deliver the CHG Lease Facility other Loan Documents to which it is a party and accept delivery thereof to perform its duties and obligations thereunder, together with all powers reasonably incidental thereto, and (iii) agree and consent to all of the provisions of the Security Documents. All Collateral shall be held or administered by the Collateral Agent (or its duly-appointed agent) for its benefit and for the ratable benefit of the other Secured Parties. Any proceeds received by the Collateral Agent from the foreclosure, sale, lease or other disposition of any of the Collateral and any other proceeds received pursuant to the terms of the Security Documents or the other Loan Documents shall be paid over to the Administrative Agent for application as provided in Sections 2.20, 2.24, or 7.3, as applicable. The Collateral Agent shall have no duties or responsibilities except as set forth in this Agreement and the other Loan Documents, nor shall it have any fiduciary relationship with any Lender, and no implied covenants, responsibilities, duties, obligations, or liabilities shall be read into the Loan Documents or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing, for the purposes of creating a solidarite′ active in accordance with Article 1541 of the Civil Code of Quebec, between each Secured Party, taken individually, and the Collateral Agent, each Loan Party and each Secured Party (on its behalf from Lessee or any other grantor own behalf) acknowledges and agrees with the Collateral Agent that such Secured Party and the Collateral Agent are conferred the legal status of solidary creditors of each Loan Party in respect of all Obligations, present and future, owed by each Loan Party to each Secured Party and the Agents hereunder and under the CHG Lease Security other Loan Documents (as defined in the Multiparty Agreement) (collectively, the "Grantors"“Solidary Claim”). Accordingly, but subject (iifor the avoidance of doubt) take such action on its behalf and exercise all rights, powers and remedies and perform the duties as are expressly delegated to the Collateral Agent under such CHG Lease Facility Documents, (iii) act as collateral agent for Lessor for purposes Article 1542 of the perfection Civil Code of all Liens created by such agreements and all other purposes stated thereinQuebec, (iv) manage, supervise and otherwise deal with the collateral securing this Master Lease (the "Collateral"), (v) take such other action as each Loan Party is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the CHG Lease Facility Documents, (vi) except as may be otherwise specified in any CHG Lease Facility Document (including the Multiparty Agreement), exercise all remedies given irrevocably bound to the Collateral Agent and each other Secured Party in respect of the Lessor with respect to the Collateral, whether under the CHG Lease Facility Documents, applicable law or otherwise (vii) execute any amendment, consent or waiver under the CHG Lease Facility Documents to which entire Solidary Claim of the Collateral Agent is and such Secured Party. As a party on behalf result of Lessor the foregoing, the parties hereto acknowledge that the Collateral Agent and each other Secured Party shall at all times have a valid and effective right of action for the entire Solidary Claim of the Collateral Agent and such other Secured Party and the right to give full acquittance for it and that, accordingly, without limiting the generality of the foregoing, the Collateral Agent, as solidary creditor for itself and each other Secured Party, shall, at all times have a valid and effective right of action in respect of all Obligations, present and future, owed by each Loan Party to the extent Lessor has consented in writing Collateral Agent and to such amendmentthe other Secured Parties or any of them under this Agreement and the other Loan Documents and the right to give a full acquittance for the same. The parties further agree and acknowledge that the Collateral Agent's Liens on the Collateral shall be granted to the Collateral Agent, consent or waiver, for its own benefit and (viii) exercise such powers for the benefit of the other Secured Parties and as are reasonably incidental theretosolidary creditor as hereinabove set forth.

Appointment and Duties of Collateral Agent. (a) Lessor, on behalf of itself and any Assignee of Lessor, Each Lender and each Assignee of Lessor (by its acceptance of the benefits of this Master Lease) (collectively referred to in this Section 23, as "Lessor") Issuing Bank hereby irrevocably appoints Société Générale, New York Branch ("SG") SG (together with any successor collateral agent Collateral Agent pursuant to Section 23.9 below9.10) as the collateral agent (the "Collateral Agent") Agent hereunder and under the other CHG Lease Facility Documents (such term as used herein shall have the meaning ascribed to it in the Multiparty Agreement) and authorizes the Collateral Agent to (i) execute and deliver the CHG Lease Facility Loan Documents to which it is a party and accept delivery thereof on its behalf from Lessee or any other grantor under the CHG Lease Security Documents (as defined in the Multiparty Agreement) (collectively, the "Grantors")Group Member, (ii) take such action on its behalf and to exercise all rights, powers and remedies and perform the duties as are expressly delegated to the Collateral Agent under such CHG Lease Facility Loan Documents, (iii) act as collateral agent for Lessor each Secured Party for purposes of the perfection of all Liens created by such agreements and all other purposes stated therein, (iv) manage, supervise and otherwise deal with the collateral securing this Master Lease (the "Collateral"), (v) take such other action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the CHG Lease Facility Loan Documents, (vi) except as may be otherwise specified in any CHG Lease Facility Document (including the Multiparty Agreement)Loan Document, exercise all remedies given to the Collateral Agent and the Lessor other Secured Parties with respect to the Collateral, whether under the CHG Lease Facility Loan Documents, applicable law Requirements of Law or otherwise (vii) execute any amendment, consent or waiver under the CHG Lease Facility Loan Documents to which the Collateral Agent is a party on behalf of Lessor to the extent Lessor any Lender that has consented in writing to such amendment, consent or waiver, and (viii) exercise such powers as are reasonably incidental thereto; provided, however, that the Collateral Agent hereby appoints, authorizes and directs each Lender and each Issuing Bank to act as collateral sub-agent for the Collateral Agent, the Lenders and the Issuing Banks for purposes of the perfection of all Liens with respect to the Collateral, including any deposit account maintained by a Loan Party with, and cash and Cash Equivalents held by, such Lender and such Issuing Bank, and may further authorize and direct the Lenders and the Issuing Banks to take further actions as collateral sub-agents for purposes of enforcing such Liens or otherwise to transfer the Collateral subject thereto to the Collateral Agent, and each Lender and each Issuing Bank hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed.

Appointment and Duties of Collateral Agent. (a) Lessor, on behalf of itself Subject in all respects to the terms and any Assignee of Lessor, and each Assignee of Lessor (by its acceptance of the benefits provisions of this Master Lease) (collectively referred Agreement, the Holders hereby designate and appoint Prudential to in this Section 23, act as "Lessor") hereby irrevocably appoints Société Générale, New York Branch ("SG") (together with any successor collateral agent pursuant to Section 23.9 below) as the collateral agent (the "Collateral Agent") hereunder and under the other CHG Lease Facility Documents (such term as used herein shall have the meaning ascribed to it in the Multiparty Agreement) and authorizes the Collateral Agent under this Agreement and the other Collateral Documents for the benefit of the Holders with respect to the Liens upon and the security interests in the Collateral and the rights and remedies granted under and pursuant to this Agreement and the other Collateral Documents, and Prudential hereby accepts such appointment and agrees to act as such agent. (ib) execute and deliver Subject to the CHG Lease Facility Documents Collateral Agent having been directed to which it is a party and accept delivery thereof take such action in accordance with this Agreement, each of the Holders hereby authorizes Prudential, as the Collateral Agent, to take such actions on its behalf from Lessee or any other grantor under the CHG Lease Security Documents (as defined in provisions of this Agreement and the Multiparty Agreement) (collectivelyother Collateral Documents, the "Grantors"), (ii) take and to exercise such action on its behalf and exercise all rights, powers and remedies and perform the such duties as are expressly delegated to the Collateral Agent under such CHG Lease Facility by the terms of this Agreement and the other Collateral Documents, (iii) act as collateral agent for Lessor for purposes of the perfection of all Liens created by such agreements and all other purposes stated therein, (iv) manage, supervise and otherwise deal together with the collateral securing this Master Lease (the "Collateral"), (v) take such other action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the CHG Lease Facility Documents, (vi) except as may be otherwise specified in any CHG Lease Facility Document (including the Multiparty Agreement), exercise all remedies given to the Collateral Agent and the Lessor with respect to the Collateral, whether under the CHG Lease Facility Documents, applicable law or otherwise (vii) execute any amendment, consent or waiver under the CHG Lease Facility Documents to which the Collateral Agent is a party on behalf of Lessor to the extent Lessor has consented in writing to such amendment, consent or waiver, and (viii) exercise such powers as are reasonably incidental thereto. Subject to the provisions of Section 9(b) hereof, the ------------ Collateral Agent is hereby irrevocably authorized to take all actions on behalf of the Holders to enforce the rights and remedies of the Collateral Agent and the Holders provided for in the Collateral Documents or by applicable law with respect to the liens upon and security interests in the Collateral granted to secure the Obligations; provided, however, that, notwithstanding any provision -------- ------- to the contrary in the Collateral Documents, (i) the Collateral Agent shall act solely at and in accordance with the written direction of the Required Holder(s), (ii) the Collateral Agent shall not, without the written consent of the Required Holder(s), release or terminate by affirmative action or consent any Lien upon or security interest in any Collateral granted under the Collateral Documents (except upon disposition of such Collateral after an Event of Default pursuant to direction given under clause (i) hereof or upon the disposition of such Collateral as permitted under the terms of the Note Agreement) and (iii) the Collateral Agent shall not accept any Obligation in whole or partial consideration for the disposition of any Collateral without the written consent of all Holders. The Collateral Agent agrees to make such demands and give such notices under the Collateral Documents as may be requested by, and to take such action to enforce the Collateral Documents and to foreclose upon, collect and dispose of the Collateral or any portion thereof as may be directed by, the Required Holder(s); provided, however, that the Collateral Agent shall -------- ------- not be required to take any action that is contrary to law or the terms of the Collateral Documents or this Agreement. Once a direction to take any action has been given by the Required Holder(s) to the Collateral Agent, and subject to any other directions which may be given from time to time by the Required Holder(s), decisions regarding the manner in which any such action is to be implemented and conducted (with the exception of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice) shall be made by the Collateral Agent, with the assistance and upon the advice of its counsel. (c) Notwithstanding any provision to the contrary elsewhere in this Agreement or the other Collateral Documents, the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth in this Agreement and the other Collateral Documents, or any fiduciary relationship with any Holders, and no implied covenants, functions or responsibilities shall be read into this Agreement or the other Collateral Documents, or otherwise exist against the Collateral Agent. The Collateral Agent shall not be responsible for determining whether any insurance policy delivered to it under any Collateral Document complies with the requirements therefor contained in the Collateral Documents. (d) Notwithstanding anything to the contrary in this Agreement or any other Collateral Document, the Collateral Agent shall not exercise any rights or remedies under this Agreement or any other Collateral Document or give any consent under this Agreement or any other Collateral Document or enter into any agreement amending, modifying, supplementing or waiving any provision of this Agreement or any other Collateral Document unless it shall have been directed to do so in writing by the Required Holder(s).