Common use of The Collateral Agent Clause in Contracts

The Collateral Agent. (a) Each of the Trustee and, by accepting the Notes, the Holders hereby appoints and authorizes Citibank, N.A. to act as Collateral Agent and in such capacity to act as the agent of (and to hold any security interest created by the Collateral Documents relating to the Notes for and on behalf of or on trust for) the Trustee and each Holders for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by the Issuer or any Secured Guarantor to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. The use of the term “agent” herein with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law other than as a “representative” as such term is used in Section 9-102(a)(72)(E) of the Uniform Commercial Code. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) The Collateral Agent shall be subject to such directions as may be given it by the Trustee from time to time as required or permitted by this Indenture and the Intercreditor Agreement. Except as directed by the Trustee and as required or permitted by this Indenture, the Intercreditor Agreement or the other Collateral Documents relating to the Notes, the Collateral Agent shall not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any Lien securing the Notes and the Guarantees of the Notes; or (iii) to take any other action whatsoever with regard to any or all of the Liens securing the Notes and the Guarantees of the Notes, the Collateral Documents relating to the Notes or the Collateral. (c) The Collateral Agent is authorized and empowered to appoint one or more co-agents or sub-agents or attorneys-in-fact as it deems necessary or appropriate in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. (d) The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the enforcement of this Indenture, the Collateral Documents relating to the Notes or the Liens created by the Collateral Documents relating to the Notes. (e) The Trustee may, from time to time, appoint another financial institution to act as Collateral Agent so long as such institution meets the requirements applicable to the Trustee as set forth in Section 7.09. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this subsection, the Collateral Agent (if other than the Trustee) may resign at any time by notifying the Trustee and the Issuer. Upon any such resignation, the Trustee shall have the right to appoint a successor Collateral Agent. If no successor shall have been so appointed by the Trustee and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Holders and the Trustee, appoint a successor Collateral Agent which shall meet the eligibility requirements applicable to the Trustee as set forth in Section 7.09 and shall accept and comply in all material respects with the Collateral Documents. Upon a successor’s acceptance of its appointment as Collateral Agent hereunder, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent hereunder and under the Collateral Documents, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the Collateral Documents. If the Trustee shall be acting at any time as the Collateral Agent, then it will be deemed to have resigned as Collateral Agent upon its replacement as Trustee pursuant to Section 7.07, and the successor Trustee shall select (or may act as) the replacement Collateral Agent. (f) The Collateral Agent shall have all of the rights of the Trustee under Article VII of this Indenture, including, without limitation, the rights to compensation, indemnification and resignation. (g) At all times when the Trustee is not itself the Collateral Agent, the Issuer will deliver to the Trustee copies of all Collateral Documents relating to the Notes delivered to the Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to the Collateral Documents relating to the Notes.

The Collateral Agent. (a) Each of the Trustee and, by accepting the Notes, the Holders hereby appoints and authorizes Citibank, N.A. the Collateral Agent to act as Collateral Agent collateral agent and in such capacity to act as the agent of (and to hold any security interest created by the Collateral Documents relating to the Notes for and on behalf of or on trust for) the Trustee and each Holders for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by the Issuer or any Secured Guarantor to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. The use of the term “agent” herein with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law other than as a “representative” as such term is used in Section 9-102(a)(72)(E) of the Uniform Commercial Code. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) The Collateral Agent shall be subject to such directions as may be given it by the Trustee from time to time as required or permitted by this Indenture and the Intercreditor Agreement. Except as directed by the Trustee and as required or permitted by this Indenture, the Intercreditor Agreement or the other Collateral Documents relating to the Notes, the Collateral Agent shall not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any Lien securing the Notes and the Guarantees of the Notes; or (iii) to take any other action whatsoever with regard to any or all of the Liens securing the Notes and the Guarantees of the Notes, the Collateral Documents relating to the Notes or the Collateral. (c) The Collateral Agent is authorized and empowered to appoint one or more co-agents or sub-agents or attorneys-in-fact as it deems necessary or appropriate in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. (d) The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the enforcement of this Indenture, the Collateral Documents relating to the Notes or the Liens created by the Collateral Documents relating to the Notes. (e) The Trustee may, from time to time, appoint another financial institution to act as Collateral Agent so long as such institution meets the requirements applicable to the Trustee as set forth in Section 7.09. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this subsection, the Collateral Agent (if other than the Trustee) may resign at any time by notifying the Trustee and the Issuer. Upon any such resignation, the Trustee shall have the right to appoint a successor Collateral Agent. If no successor shall have been so appointed by the Trustee and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Holders and the Trustee, appoint a successor Collateral Agent which shall meet the eligibility requirements applicable to the Trustee as set forth in Section 7.09 and shall accept and comply in all material respects with the Collateral Documents. Upon a successor’s acceptance of its appointment as Collateral Agent hereunder, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent hereunder and under the Collateral Documents, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the Collateral Documents. If the Trustee shall be acting at any time as the Collateral Agent, then it will be deemed to have resigned as Collateral Agent upon its replacement as Trustee pursuant to Section 7.07, and the successor Trustee shall select (or may act as) the replacement Collateral Agent. (f) The Collateral Agent shall have all of the rights of the Trustee under Article VII of this Indenture, including, without limitation, the rights to compensation, indemnification and resignation. (g) At all times when the Trustee is not itself the Collateral Agent, the Issuer will deliver to the Trustee copies of all Collateral Documents relating to the Notes delivered to the Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to the Collateral Documents relating to the Notes.

The Collateral Agent. (a) Each of the Trustee and, by accepting the Notes, the Holders hereby appoints and authorizes Citibank, N.A. the Collateral Agent to act as Collateral Agent collateral agent and in such capacity to act as the agent of (and to hold any security interest created by the Collateral Documents relating to the Notes for and on behalf of or on trust for) the Trustee and each Holders for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by the Issuer or any Secured Guarantor to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. The use of the term “agent” herein with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law other than as a “representative” as such term is used in Section 9-102(a)(72)(E102(a) (72)(E) of the Uniform Commercial Code. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) The Collateral Agent shall be subject to such directions as may be given it by the Trustee from time to time as required or permitted by this Indenture and the Intercreditor Agreement. Except as directed by the Trustee and as required or permitted by this Indenture, the Intercreditor Agreement or the other Collateral Documents relating to the Notes, the Collateral Agent shall not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any Lien securing the Notes and the Guarantees of the Notes; or (iii) to take any other action whatsoever with regard to any or all of the Liens securing the Notes and the Guarantees of the Notes, the Collateral Documents relating to the Notes or the Collateral. (c) The Collateral Agent is authorized and empowered to appoint one or more co-agents or sub-agents or attorneys-in-fact as it deems necessary or appropriate in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. (d) The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the enforcement of this Indenture, the Collateral Documents relating to the Notes or the Liens created by the Collateral Documents relating to the Notes. (e) The Trustee may, from time to time, appoint another financial institution to act as Collateral Agent so long as such institution meets the requirements applicable to the Trustee as set forth in Section 7.09. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this subsection, the Collateral Agent (if other than the Trustee) may resign at any time by notifying the Trustee and the Issuer. Upon any such resignation, the Trustee shall have the right to appoint a successor Collateral Agent. If no successor shall have been so appointed by the Trustee and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Holders and the Trustee, appoint a successor Collateral Agent which shall meet the eligibility requirements applicable to the Trustee as set forth in Section 7.09 and shall accept and comply in all material respects with the Collateral Documents. Upon a successor’s acceptance of its appointment as Collateral Agent hereunder, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent hereunder and under the Collateral Documents, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the Collateral Documents. If the Trustee shall be acting at any time as the Collateral Agent, then it will be deemed to have resigned as Collateral Agent upon its replacement as Trustee pursuant to Section 7.07, and the successor Trustee shall select (or may act as) the replacement Collateral Agent. (f) The Collateral Agent shall have all of the rights of the Trustee under Article VII of this Indenture, including, without limitation, the rights to compensation, indemnification and resignation. (g) At all times when the Trustee is not itself the Collateral Agent, the Issuer will deliver to the Trustee copies of all Collateral Documents relating to the Notes delivered to the Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to the Collateral Documents relating to the Notes.

The Collateral Agent. (a) Each The Collateral Agent has been designated and appointed the Holders’ collateral agent hereunder. Notwithstanding any provision herein to the contrary, the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with any Holder, the Senior Lender or the Company, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Collateral Agent other than as a “representative” as such term is used in Section 9-102(a)(72)(E) of the Trustee and, by accepting UCC. Without limiting the Notesgenerality of the foregoing sentence, the Holders hereby appoints and authorizes Citibank, N.A. to act as Collateral Agent and in such capacity to act as the agent of (and to hold any security interest created by the Collateral Documents relating to the Notes for and on behalf of or on trust for) the Trustee and each Holders for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by the Issuer or any Secured Guarantor to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. The use of the term “agent” herein in this Agreement with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law other than as a “representative” as such term is used in Section 9-102(a)(72)(E) of the Uniform Commercial Codelaw. Instead, such term is used merely as a matter of market custom, and is intended to create or and reflect only an administrative relationship between independent contracting parties. Except as otherwise expressly provided in this Agreement, the Collateral Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which the Collateral Agent is expressly entitled to take or assert under this Agreement, and any action so taken or not taken shall be deemed consented to by the Holders. (b) The None of the Collateral Agent or any of its agents or employees shall (i) be subject liable for any action taken or omitted to such directions as may be given it taken by the Trustee from time to time as required any of them under or permitted by in connection with this Indenture and the Intercreditor Agreement. Except as directed by the Trustee and as required or permitted by this Indenture, the Intercreditor Agreement or the transactions contemplated hereby, except for its own willful misconduct, gross negligence or bad faith, or (ii) be responsible in any manner to any Holder or the Senior Lender for any recital, statement, representation, warranty, covenant or agreement made by the Company contained in this Agreement or in any certificate, report, statement or other Collateral Documents relating to the Notes, document received by the Collateral Agent shall not be obligated: (i) to act upon directions purported to be delivered to it by under or in connection with this Agreement, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, or for any other Person; (ii) to foreclose upon or otherwise enforce any Lien securing the Notes and the Guarantees failure of the Company to perform its obligations hereunder or under the Notes; or (iii) to take . None of the Collateral Agent or any other action whatsoever with regard of its agents or employees shall be under any obligation to any Holder or all the Senior Lender to ascertain or to inquire as to the observance or performance of any of the Liens securing agreements contained in, or conditions of, this Agreement or to inspect the Notes and the Guarantees properties, books or records of the Notes, the Collateral Documents relating to the Notes or the CollateralCompany. (c) The Collateral Agent is authorized and empowered to appoint one or more co-agents or sub-agents or attorneys-in-fact as it deems necessary or appropriate in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. (d) The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the enforcement exercise of this Indentureits rights or powers hereunder, and neither the Collateral Documents relating Agent nor any of its employees or agents shall be responsible for any act or failure to act hereunder, except for its own willful misconduct, gross negligence or bad faith. (d) The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including, without limitation, counsel to the Notes or the Liens created Company), independent accountants and other experts and advisors selected by the Collateral Documents relating to the NotesAgent. (e) The Trustee may, from time to time, appoint another financial institution to act as Collateral Agent so long as such institution meets shall not be deemed to have knowledge or notice of the requirements applicable to occurrence of any Event of Default and the Trustee as set forth in Section 7.09. Subject to acceleration of the appointment and acceptance of a successor Collateral Agent as provided in this subsection, Notes unless the Collateral Agent (if other than the Trustee) may resign at any time by notifying the Trustee and the Issuer. Upon any such resignation, the Trustee shall have received written notice from the right Company or the Required Holders that refers to appoint a successor Collateral Agent. If no successor shall have this Agreement, describes the Event of Default and states that there has been so appointed by the Trustee and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf an acceleration of the Holders and the Trustee, appoint a successor Collateral Agent which shall meet the eligibility requirements applicable to the Trustee as set forth in Section 7.09 and shall accept and comply in all material respects with the Collateral DocumentsNotes. Upon a successor’s acceptance of its appointment as Collateral Agent hereunder, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent hereunder and under the Collateral Documents, and the retiring The Collateral Agent shall be discharged from under no obligation to exercise any of its duties and obligations hereunder and under rights or powers vested in it by this Agreement, at the request, order or direction of any Required Holders, unless such Required Holders shall have offered to the Collateral Documents. If the Trustee shall be acting at any time as Agent reasonable security or indemnity satisfactory to the Collateral AgentAgent against the costs, then it will expenses and liabilities (including, without limitation, attorneys’ fees) which might be deemed to have resigned as Collateral Agent upon its replacement as Trustee pursuant to Section 7.07, and the successor Trustee shall select (incurred therein or may act as) the replacement Collateral Agentthereby. (f) The Collateral Agent shall have all is each Holder’s agent for the purpose of perfecting the Holders’ security interest in assets which, in accordance with Article 9 of the rights of the Trustee under Article VII of this IndentureUCC, including, without limitation, the rights to compensation, indemnification and resignationcan be perfected only by possession or control. (g) At The Collateral Agent may resign at any time upon thirty (30) days prior written notice to the Company, such resignation to be effective upon the acceptance of a successor agent to its appointment as Collateral Agent. The Collateral Agent may appoint, after consulting with the Company, a successor Collateral Agent prior to the intended effective date of the resignation. If no successor Collateral Agent is appointed within thirty (30) days after the intended effective date of resignation (as stated in the notice of resignation) the Collateral Agent shall be entitled to petition at the expense of the Company a court of competent jurisdiction to appoint a successor. Upon the acceptance of its appointment as successor Collateral Agent hereunder, such successor Collateral Agent shall succeed to all times when the Trustee is not itself rights, powers and duties of the retiring Collateral Agent, and the Issuer will deliver to term “Collateral Agent” shall mean such successor Collateral Agent, and the Trustee copies of all retiring Collateral Documents relating to the Notes delivered to Agent’s appointment, powers and duties as the Collateral Agent shall be terminated. After the retiring Collateral Agent’s resignation hereunder, the provisions of this Section 8 (and copies Section 9) shall continue to inure to its benefit and the retiring Collateral Agent shall not by reason of all documents delivered such resignation be deemed to be released from liability as to any actions taken or omitted to be taken by it while it was the Collateral Agent under this Agreement. Notwithstanding anything herein to the contrary, any successor Collateral Agent appointed pursuant to the Collateral Documents relating to the Notesthis Section 8(g) must either be a bank or trust company with a minimum of $100,000,000 in total assets.

The Collateral Agent. (a) Each of the Trustee and, by accepting the Notes, the Holders Lenders hereby appoints and authorizes Citibank, N.A. designates Christiana Trust to act on behalf of the Lenders as the Collateral Agent and in such capacity to act as appoints the agent of (and Collateral Agent to hold any security interest created by the Collateral Documents relating to the Notes for and on behalf of or and for the benefit and security of the Lenders pursuant to the terms of this Agreement, and the Collateral Agent hereby accepts such designation and appointment. Each Lender authorizes the Collateral Agent to take such actions on trust for) its behalf and to exercise such powers as are delegated to the Trustee and each Holders for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted Agent by the Issuer or any Secured Guarantor to secure any of the Obligationsterms hereof, together with such actions and powers and discretion as are reasonably incidental thereto. The It is understood and agreed that the use of the term “agentCollateral Agent” herein with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law other than as a “representative” as Law. Instead such term is used in Section 9-102(a)(72)(E) of the Uniform Commercial Code. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. . Notwithstanding any other provisions set forth herein, the Collateral Agent shall hold or dispose of the Collateral solely in accordance with the instructions of Lenders holding Notes the outstanding principal amount of which is greater than fifty percent (b50%) The of the aggregate outstanding principal amount of all the Notes, as set forth opposite each Lenders’ name on Schedule A as amended from time to time (the “Required Lenders”), which instructions the Collateral Agent shall be subject entitled to such directions as may be given it by the Trustee from time rely on conclusively. As to time as required or permitted by this Indenture and the Intercreditor Agreement. Except as directed by the Trustee and as required or permitted by this Indentureany matters not expressly provided for hereby, the Intercreditor Agreement enforcement or collection of any Secured Obligation or any matter requiring the other Collateral Documents relating Agent to the Notesexercise discretion, the Collateral Agent shall not be obligated: (i) required to act, enforce or collect upon any such Secured Obligation or exercise any discretion, but shall only be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any Lien securing the Notes and the Guarantees instructions of the NotesRequired Lenders; or (iii) provided, however, that the Collateral Agent shall not be required to take any other action whatsoever with regard that exposes the Collateral Agent to any personal liability or all of the Liens securing the Notes and the Guarantees of the Notesthat is contrary to this Agreement or applicable law. (b) In acting hereunder, the Collateral Documents relating Agent shall have only such duties as are specified herein and no implied duties shall be read into this Agreement, and the Collateral Agent shall not be liable for any act done, or omitted to be done, by it in the Notes absence of its gross negligence or the Collateralwillful misconduct. (c) The Collateral Agent is authorized and empowered to appoint one may act in reliance upon any writing or more co-agents instrument or sub-agents or attorneys-in-fact as it deems necessary or appropriate in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact selected by it signature which it, in good faith, believes to be genuine, and may assume the validity and accuracy of any statement or assertion contained in such a writing or instrument and may assume that any Person purporting to give any writing, notice, advice or instruction in connection with the provisions hereof has been duly authorized to do so. (d) The Collateral Agent shall be accountable only for amounts entitled to consult with legal counsel in the event that it actually receives as a result question or dispute arises with regard to the construction of any of the enforcement provisions hereof, and shall incur no liability and shall be fully protected in acting in accordance with the advice or opinion of this Indenture, the Collateral Documents relating to the Notes or the Liens created by the Collateral Documents relating to the Notessuch counsel. (e) The Trustee mayCollateral Agent shall not be required to use its own funds in the performance of any of its obligations or duties or the exercise of any of its rights or powers, and shall not be required to take any action which, in the Collateral Agent’s sole and absolute judgment, could involve it in expense or liability unless furnished with security and indemnity which it deems, in its sole and absolute discretion, to be satisfactory. (f) Debtor shall pay to the Collateral Agent compensation for its services hereunder in accordance with the terms of a separate fee agreement between the Debtor and the Collateral Agent. In the event the Collateral Agent renders any extraordinary services in connection its role as Collateral Agent at the request of the parties, the Collateral Agent shall be entitled to additional compensation therefor. The terms of this paragraph shall survive termination of this Agreement. (g) Grantors hereby agree, jointly and severally, to indemnify the Collateral Agent, its directors, officers, employees, agents, affiliates and their respective successors and assigns (collectively, the “Indemnified Parties”), and reimburse and hold the Indemnified Parties harmless from time any and against all damages, claims, penalties, liabilities, losses, actions, suits, judgments, or proceedings at law or in equity, and any other expenses, fees, costs or charges of any character or nature, including, without limitation, attorney’s fees and expenses, which an Indemnified Party may incur or with which it may be threatened by reason of acting as or on behalf of the Collateral Agent under this Agreement, except to timethe extent the same shall be caused by the Collateral Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable decision (such indemnification obligations, the “Indemnification Obligations”). All Indemnification Obligations shall be due on demand. The terms of this paragraph shall survive termination of this Agreement and the resignation or removal of the Collateral Agent. If and to the extent that the obligations of a Grantor under this clause (g) are unenforceable for any reason, such Grantor hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law. (h) In the event the Collateral Agent receives conflicting instructions hereunder, the Collateral Agent shall be fully protected in refraining from acting until such conflict is resolved to the satisfaction of the Collateral Agent. (i) The Collateral Agent may resign as the Collateral Agent, and, upon its resignation, shall thereupon be discharged from any and all further duties and obligations under this Agreement by giving notice in writing of such resignation to Grantors and Lenders, which notice shall specify a date upon which such resignation shall take effect. Upon the resignation of the Collateral Agent, Grantors and Lenders shall, within thirty (30) business days after receiving the foregoing notice from the Collateral Agent, designate a substitute collateral agent (the “Substitute Collateral Agent”), which Substitute Collateral Agent shall, upon its designation (and acceptance of such designation) and notice of such designation to the Collateral Agent, succeed to all of the rights, duties and obligations of the Collateral Agent hereunder. In the event Grantors and Lenders shall not have delivered to the Collateral Agent a written designation of Substitute Collateral Agent within the aforementioned thirty (30) day period, together with the consent to such designation by the Substitute Collateral Agent, the Collateral Agent may (i) appoint another a financial institution to act as the Substitute Collateral Agent so long as such institution meets the requirements applicable hereunder, subject to the Trustee reasonable satisfaction of the Required Lenders and Grantors, in which case, the Collateral Agent’s resignation shall become effective upon the acceptance, in writing, of such Substitute Collateral Agent by the Required Lenders and Grantors and such Substitute Collateral Agent’s acceptance of such appointment and the documentation thereof or (ii) apply to a court of competent jurisdiction to appoint a Substitute Collateral Agent, and the costs of obtaining such appointment shall be reimbursable from Grantors and Lenders and from the Collateral. After any resigning Collateral Agent’s resignation hereunder as set forth the Collateral Agent, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Collateral Agent hereunder. (j) The Collateral Agent may execute any of its duties under this Agreement by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Collateral Agent shall not be liable for anything done, suffered or omitted in Section 7.09good faith by it in accordance with the opinion or advice of any such counsel, consultants or experts selected by the Collateral Agent in good faith. Subject Notwithstanding any other provision of this Agreement to the appointment and acceptance of a successor contrary, at any time or times, in the event that the Collateral Agent as provided or Required Lenders shall deem it necessary or prudent in this subsectionorder to conform to the legal requirements of any jurisdiction in which any part of the Collateral may at such time or times be located to make any claim or bring any suit with respect to the Collateral or any Loan Document, or the Collateral Agent or Required Lenders shall be advised by counsel satisfactory to it that it is so necessary or prudent, the Collateral Agent shall execute and deliver an agreement supplemental hereto and all other instruments and agreements, in each case, reasonably acceptable to Collateral Agent, and shall take all other action necessary or proper to constitute one or more persons, who need not meet any requirements of the Collateral Agent contained herein (if other than the Trustee) may resign at any time by notifying the Trustee and the IssuerCollateral Agent may appoint one or more of its officers), either as co-collateral agent or co-collateral agents jointly with the Collateral Agent of all or any part of the Collateral, or as separate collateral agent or separate collateral agents of all or any part of the Collateral (each, a “Supplemental Collateral Agent”), and to vest in such persons, in such capacity, such title to the Collateral or any part thereof and such rights powers, privileges or duties as may be necessary or desirable, all for such period and under such terms and conditions as are satisfactory to the Collateral Agent and Required Lenders. Upon In case any such resignationSupplemental Collateral Agent shall die, become incapable of acting, resign or be removed, the Trustee shall have title to the right to appoint Collateral and all rights powers, privileges and duties of such Supplemental Collateral Agent, so far as permitted by law, vest in and be exercised by the Collateral Agent, without the appointment of a successor to such Supplemental Collateral Agent. If no successor shall have been Should any instrument in writing from any Grantor be required by any Supplemental Collateral Agent so appointed by the Trustee and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring to more fully or certainly vest in and confirm to such Supplemental Collateral Agent may, on behalf of the Holders and the Trustee, appoint a successor Collateral Agent which shall meet the eligibility requirements applicable to the Trustee as set forth in Section 7.09 and shall accept and comply in all material respects with the Collateral Documents. Upon a successor’s acceptance of its appointment as Collateral Agent hereunder, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of duties, the retiring Collateral Agent hereunder Grantors shall execute, acknowledge and under deliver any and all such instruments promptly upon request by the Collateral Documents, and the retiring Agent. No Collateral Agent shall be discharged from its duties and obligations hereunder and under responsible for the negligence (or gross negligence), misconduct or any liability of any agent, attorney-in-fact or Supplemental Collateral Agent that it selects in accordance with the foregoing provisions of this Section 7(j) in the absence of such Collateral Agent’s gross negligence or willful misconduct. (k) Beyond the exercise of reasonable care in the custody thereof, the Collateral Documents. If Agent shall have no duty as to any Collateral in its possession or control or in the Trustee possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto and the Collateral Agent shall not be acting responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time as or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral. The Collateral Agent, then it will Agent shall be deemed to have resigned as exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property and shall not be liable or responsible for any loss or diminution in the value of any of the Collateral, including without limitation, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Agent upon its replacement as Trustee pursuant to Section 7.07, and the successor Trustee shall select (or may act as) the replacement Collateral Agentin good faith. (fl) The Collateral Agent shall have all not be responsible for the existence, genuineness or value of any of the rights Collateral or for the validity, perfection, priority or enforceability of the Trustee Liens in any of the Collateral (whether impaired by operation of law, by reason of any of any action or omission to act on its part hereunder or otherwise, except to the extent such action or omission by Collateral Agent constitutes gross negligence, bad faith or willful misconduct on the part of the Collateral Agent), for the accuracy of any of the Grantors’ representations or warranties, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of any Grantor to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Collateral Agent shall be under Article VII no duty or responsibility to any Lender to ascertain or to inquire into the performance or observance by any Grantor of any of the provisions of this Indenture, including, without limitation, the rights to compensation, indemnification and resignationAgreement. (gm) At all times when the Trustee is not itself the Collateral Agent, the Issuer will deliver to the Trustee copies of all Collateral Documents relating to the Notes delivered to In any circumstance where the Collateral Agent and copies of all documents delivered exercises discretion (though it shall have no obligation to do so), approves documentation or distributes proceeds, the Collateral Agent pursuant may, at its option, seek to obtain instructions or directions from the Required Lenders with respect to such action. If the Collateral Agent so elects, then it may refrain from taking such action until such directions or instructions are received and shall have no liability to anyone for so refraining. (n) NEITHER CHRISTIANA TRUST NOR THE COLLATERAL AGENT (I) WILL MAKE AN INSPECTION OF THE COLLATERAL OR ANY PART THEREOF, (II) MAKES OR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO THE TITLE, CONDITION, VALUE, DESIGN, OPERATION, MERCHANTABILITY OR FITNESS FOR USE FOR ANY PARTICULAR PURPOSE OF THE COLLATERAL OR ANY PART THEREOF, AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP WITH RESPECT TO THE COLLATERAL OR ANY PART THEREOF, AS TO THE ABSENCE OF LATENT OR OTHER DEFECTS WHETHER OR NOT DISCOVERABLE, AS TO THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT, AS TO THE ABSENCE OF OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR AS TO TITLE OR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE COLLATERAL OR ANY PART THEREOF, OR (III) MAKES OR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION OR WARRANTY AS TO THE VALIDITY, LEGALITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY OTHER RELATED DOCUMENT TO WHICH THE COLLATERAL AGENT IS A PARTY, OR ANY OTHER DOCUMENT OR INSTRUMENT, OR AS TO THE CORRECTNESS OF ANY STATEMENT CONTAINED IN ANY THEREOF. (o) Except as otherwise expressly provided herein, monies received by the Collateral Agent hereunder need not be segregated in any manner, except to the extent required by law, and may be deposited under such general conditions as may be prescribed by law, and neither Christiana Trust nor the Collateral Documents relating Agent shall be liable for any interest thereon, except as may be expressly agreed to by Christiana Trust or the NotesCollateral Agent in writing.

The Collateral Agent. Each of the Lenders party hereto hereby irrevocably agrees, authorizes and directs that the Administrative Agent: (a) Each shall also act as the “collateral agent” under the Fundamental Documents, and each of the Trustee and, by accepting the Notes, the Holders hereby such Lenders and Issuing Lenders thereby irrevocably appoints and authorizes Citibank, N.A. to act as Collateral the Administrative Agent and in such capacity to act as the agent of (such Lender and to hold any security interest created by the Collateral Documents relating to the Notes for and on behalf of or on trust for) the Trustee and each Holders Issuing Lenders for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by the Issuer or any Secured Guarantor to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. The use , and directs the Administrative Agent to enter into each Collateral Document for the benefit of the term Lenders and the other Secured Parties and any related intercreditor agreement reasonably satisfactory to the Administrative Agent. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.7 of the Credit Agreement for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of Article 8 of the Credit Agreement and Article 10 of the Credit Agreement (including Sections 10.4 and 10.5 of the Credit Agreement, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Fundamental Documents) as if set forth in full herein with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law other than as a “representative” as such term is used in Section 9-102(a)(72)(E) of the Uniform Commercial Code. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting partiesrespect thereto. (b) The Collateral Agent shall be subject at its option and in its discretion, to such directions as may be given it release any Lien on any property granted to or held by the Trustee from time to time as required or permitted by this Indenture Administrative Agent under any Fundamental Document (i) upon termination of the Revolving Commitments and payment in full of all Obligations and the Intercreditor Agreement. Except as directed by expiration or termination of all Letters of Credit at any time arising under or in respect of the Trustee and as required or permitted by this Indenture, the Intercreditor Credit Agreement or the other Collateral Fundamental Documents relating or the transactions contemplated thereby, (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted by the NotesCredit Agreement (including, without limitation the release of any Lien on property of Hotels Spinco and its Subsidiaries securing the Obligations hereunder upon the consummation of the Hotels Spin-Off), (iii) if the Obligations are no longer required to be secured pursuant to Section 6.3(k) and/or (iv) if approved, authorized or ratified in writing in accordance with Section 10.9 of the Credit Agreement. Upon request by the Administrative Agent at any time, the Collateral Required Lenders will confirm in writing the Administrative Agent’s authority to release its interest in particular types or items of property pursuant to this Section. The Administrative Agent shall not be obligated: (i) responsible for or have a duty to act upon directions purported to be delivered to it by ascertain or inquire into any other Person; (ii) to foreclose upon representation or otherwise enforce any Lien securing warranty regarding the Notes and the Guarantees existence, value or collectability of the Notes; or (iii) to take any other action whatsoever with regard to any Collateral, the existence, priority or all perfection of the Liens securing Administrative Agent’s Lien thereon, or any certificate prepared by the Notes and Borrower or any Subsidiary in connection therewith, nor shall the Guarantees of the Notes, the Collateral Documents relating Administrative Agent be responsible or liable to the Notes Lenders for any failure to monitor or maintain any portion of the Collateral. (c) The Collateral Agent is authorized and empowered to appoint one or more co-agents or sub-agents or attorneys-in-fact as it deems necessary or appropriate in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. (d) The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the enforcement of this Indenture, the Collateral Documents relating to the Notes or the Liens created by the Collateral Documents relating to the Notes. (e) The Trustee may, from time to time, appoint another financial institution to act as Collateral Agent so long as such institution meets the requirements applicable to the Trustee as set forth in Section 7.09. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this subsection, the Collateral Agent (if other than the Trustee) may resign at any time by notifying the Trustee and the Issuer. Upon any such resignation, the Trustee shall have the right to appoint a successor Collateral Agent. If no successor shall have been so appointed by the Trustee and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Holders and the Trustee, appoint a successor Collateral Agent which shall meet the eligibility requirements applicable to the Trustee as set forth in Section 7.09 and shall accept and comply in all material respects with the Collateral Documents. Upon a successor’s acceptance of its appointment as Collateral Agent hereunder, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent hereunder and under the Collateral Documents, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the Collateral Documents. If the Trustee shall be acting at any time as the Collateral Agent, then it will be deemed to have resigned as Collateral Agent upon its replacement as Trustee pursuant to Section 7.07, and the successor Trustee shall select (or may act as) the replacement Collateral Agent. (f) The Collateral Agent shall have all of the rights of the Trustee under Article VII of this Indenture, including, without limitation, the rights to compensation, indemnification and resignation. (g) At all times when the Trustee is not itself the Collateral Agent, the Issuer will deliver to the Trustee copies of all Collateral Documents relating to the Notes delivered to the Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to the Collateral Documents relating to the Notes.

The Collateral Agent. (a) Each of Marine Midland Bank is hereby appointed as the Trustee and, by accepting the Notes, the Holders hereby appoints and authorizes Citibank, N.A. "Collateral Agent," to act as Collateral Agent and serve in such capacity until its successor is duly appointed pursuant to act as Section 12.13(e) below. The Collateral Agent hereby accepts such appointment and acknowledges that it is acting in such capacity for the agent of (and to hold any security interest created by the Collateral Documents relating to the Notes for and on behalf of or on trust for) the Trustee and each Holders for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by the Issuer or any Secured Guarantor to secure any benefit of the holders of Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. The use of the term “agent” herein with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law other than as a “representative” as such term is used in Section 9-102(a)(72)(E) of the Uniform Commercial Code. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) The Collateral Agent shall be subject to such directions as may be given it by the Trustee from time to time as required have no duties or permitted by responsibilities except those expressly set forth in this Article XII of this Indenture or any Agreement With Collateral Agent entered into pursuant to Section 12.14, and the Intercreditor Agreement. Except as directed by the Trustee and as required or permitted by this IndentureCollateral Agent, the Intercreditor Agreement or the other Collateral Documents relating to the Notesin such capacity, the Collateral Agent shall not be obligated: (i) to act upon directions purported to be delivered to it by a trustee for any Person or have any other Person; fiduciary obligation to any Person (iiincluding, without limitation, any obligation under the Trust Indenture Act of 1939, as amended) to foreclose upon or otherwise enforce any Lien securing the Notes and the Guarantees by reason of the Notes; or (iii) to take any other action whatsoever with regard to any or all provisions of the Liens securing the Notes and the Guarantees of the Notes, the Collateral Documents relating to the Notes or the Collateral. (c) this Article XII. The Collateral Agent is authorized may employ agents and empowered to appoint one or more co-agents or sub-agents or attorneys-attorneys- in-fact as it deems necessary or appropriate in connection herewith and shall not be liable responsible, except as to cash or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither the Collateral Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder or in good faithconnection herewith, except for its or their own negligence or willful misconduct. For as long as the Trustee acts as the Collateral Agent, the Collateral Agent shall have the rights and immunities, including indemnification, of the Trustee as set forth in Article VII. (db) The Collateral Agent shall be accountable only for amounts that entitled to rely upon any certification, notice or other communication (including any thereof by telex, telecopy, telegram or cable) believed by it actually receives as a result to be genuine and correct and to have been signed or sent by or on behalf of the enforcement proper Person or Persons, and upon advice and statements of legal counsel (including counsel to the Company or the Pledgors), independent accountants and other experts selected by the Collateral Agent. As to any matters not expressly provided for in this Indenture, the Collateral Documents relating Agent shall in all cases be fully protected in acting, or in refraining from acting, in accordance with instructions given by the Trustee and/or the appropriate agent(s) or other representative(s) of the holders of any Permitted Lien Indebtedness as specified in Section 12.8(b), and any action taken or failure to act pursuant thereto shall be binding on all Pledgors and holders of Secured Obligations. Notwithstanding anything to the Notes or the Liens created by contrary herein, the Collateral Documents relating Agent shall in all cases be permitted to rely on notice from the NotesTrustee as to whether there has occurred and is continuing an Event of Default under this Indenture and on notice from the appropriate agent(s) or other representative(s) of the holders of any Permitted Lien Indebtedness as to whether there has occurred and is continuing an event of default under the instruments governing such Permitted Lien Indebtedness. (ec) Except for action expressly required of the Collateral Agent hereunder, the Collateral Agent shall, notwithstanding anything to the contrary herein, in all cases be fully justified in failing or refusing to act hereunder unless and until it shall be further indemnified to its satisfaction by the holders of the Secured Obligations against any and all loss, cost, expense or liability which may be incurred by it by reason of taking or refusing to take any such action. The Trustee mayCollateral Agent shall not be required to take any action that is in its opinion contrary to law or to the terms of this Indenture or, except with respect to determining who may direct the Collateral Agent to act or refrain from taking action, any instrument governing any Permitted Lien Indebtedness, or which would in its opinion subject it or any of its officers, employees or directors to liability. (d) Except as expressly provided herein, the Collateral Agent shall have no duty to take any affirmative steps with respect to the collection of amounts payable in respect to the Pledged Collateral. (i) Until such time to as the Secured Obligations shall have been paid in full, the Collateral Agent may at any time, appoint another financial institution by giving written notice to act as the Company and the Trustee (if the Collateral Agent so long as is not then the Trustee) and the appropriate agent(s) or other representative(s) of the holders of any Permitted Lien Indebtedness resign and be discharged of the responsibilities hereby created, such institution meets the requirements applicable resignation to the Trustee as set forth in Section 7.09. Subject to become effective upon (x) the appointment and acceptance of a successor Collateral Agent and (y) the acceptance of such appointment by such successor Collateral Agent. As promptly as provided in this subsectionpracticable after the giving of any such notice, the Collateral Agent (if other than the Trustee) may resign at any time by notifying the Trustee and the Issuer. Upon any such resignation, the Trustee Company shall have the right to appoint a successor Collateral Agent, which successor Collateral Agent shall be approved by the Trustee and the appropriate agent(s) or other representative(s) of the holders of any Permitted Lien Indebtedness (which approval shall not be unreasonably withheld). If no successor Collateral Agent shall have been so be appointed by the Trustee and shall have accepted such appointment within 30 90 days after the retiring Collateral Agent gives the aforesaid notice of its resignation, then the retiring Collateral Agent may, on behalf or the Trustee or the appropriate agent(s) or other representative(s) of the Holders and the Trustee, holders of any Permitted Lien Indebtedness may apply to any court of competent jurisdiction to appoint a successor Collateral Agent to act until such time, if any, as a successor shall have been appointed as provided in this clause (e)(i). Any successor so appointed by such court shall immediately and without further act be superseded by any successor Collateral Agent appointed by the Company, with the approval of the Trustee and the appropriate agent(s) or other representative(s) of the holders of any Permitted Lien Indebtedness (which approval shall meet not be unreasonably withheld), as provided above in this clause (i) The Collateral Agent may be removed at any time at the eligibility requirements applicable written direction of the Requisite Obligees, with notice delivered to the Trustee, the appropriate agent(s) or other representative(s) of the holders of Permitted Lien Indebtedness and the Company. (ii) If at any time the Collateral Agent shall be removed or otherwise become incapable of acting, or if at any time a vacancy shall occur in the office of the Collateral Agent for any other cause (other than a resignation governed by the preceding clause (e)(i)), a successor Collateral Agent shall be appointed by the Company, with the approval of the Trustee and the appropriate agent(s) or other representative(s) of the holders of any Permitted Lien Indebtedness (such approval not to be unreasonably withheld). If no successor Collateral Agent has been appointed by the Company within 90 days after such vacancy is created, the Trustee and/or such agent(s) or other representative(s) may apply to any court of competent jurisdiction to appoint a successor Collateral Agent to act until such time, if any, as a successor shall have been appointed as provided in this clause (e)(ii). The powers, duties, authority and title of the predecessor Collateral Agent shall be terminated and cancelled without procuring the resignation of such predecessor and without any other formality (except as may be required by applicable law) other than appointment and designation of a successor by the Company in the manner set forth above, in writing duly acknowledged and delivered to the predecessor, the appropriate agent(s) or other representative(s) of the holders of Permitted Lien Indebtedness and the Trustee. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited, and this Indenture, the instruments governing any Permitted Lien Indebtedness and any Agreement With Collateral Agent entered into pursuant to Section 7.09 12.14 shall vest in such successor, without any further act, deed or conveyance, all the estates, properties, rights, powers, trusts, duties, authority and shall accept and comply in all material respects with the Collateral Documents. Upon a successor’s acceptance title of its appointment predecessor; but such predecessor shall, nevertheless, on the written request of the Trustee, the appropriate agent(s) or other representative(s) of the holders of Permitted Lien Indebtedness, the Company or the successor, execute and deliver an instrument transferring to such successor all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor hereunder by it or its agents to such successor. (iii) The Collateral Agent who has resigned or been removed shall be entitled to fees, costs and expenses to the extent incurred or arising, or relating to events occurring, before its resignation or removal. (f) Every successor Collateral Agent appointed pursuant to clause (e), above, shall be a bank or trust company in good standing and having power to act as Collateral Agent hereunder, such successor shall succeed to and become vested with all incorporated under the rights, powers, privileges and duties laws of the retiring United States of America or any State thereof or the District of Columbia and having its principal office within the 48 contiguous States and shall also have capital, surplus and undivided profits of not less than $50,000,000, if there be such an institution with such capital, surplus and undivided profits willing, qualified and able to accept the agency hereunder upon reasonable or customary terms. (g) Any corporation into which the Collateral Agent hereunder and under the Collateral Documentsmay be merged, and the retiring Collateral Agent shall or with which it may be discharged consolidated, or any corporation resulting from its duties and obligations hereunder and under the Collateral Documents. If the Trustee shall be acting at any time as merger or consolidation to which the Collateral Agent, then it will shall be deemed a party, or any person succeeding to have resigned as all or substantially all of the corporate trust business of the Collateral Agent, shall be Collateral Agent upon its replacement as Trustee pursuant to Section 7.07, and under this Indenture without the successor Trustee shall select (execution or may filing of any paper or any further act as) on the replacement Collateral Agentpart of any party hereto. (fh) The Pledgors (jointly and severally) will upon demand pay to the Collateral Agent shall have the amount of any and all reasonable expenses (including the reasonable fees and expenses of its counsel) which the Collateral Agent may incur in connection with (i) the administration of the provisions of this Article XII, (ii) the custody or preservation of, or the sale of, collection from or other realization upon, any of the Pledged Collateral or (iii) the exercise or enforcement of any of the rights of the Trustee under Article VII of this Indenture, including, without limitation, the rights to compensation, indemnification and resignation. (g) At all times when the Trustee is not itself the Collateral Agent, the Issuer will deliver to the Trustee copies of all Collateral Documents relating to the Notes delivered to the Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to the Collateral Documents relating to the Noteshereunder.

The Collateral Agent. (a) Each of the Trustee andBy execution and delivery hereof, by accepting the Notes, the Holders each Benefitted Party hereby appoints State Street Bank and authorizes CitibankTrust Company of California, N.A. to act as Collateral Agent and in such capacity its representative hereunder and under the Security Documents and authorizes the Collateral Agent to act as the agent of (such hereunder and to hold any security interest created by the Collateral Documents relating to the Notes for and thereunder on behalf of or on trust for) the Trustee and each Holders for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by the Issuer or any Secured Guarantor to secure any of the Obligations, together with such powers and discretion as are reasonably incidental theretoBenefitted Party. The use of Collateral Agent agrees to act as such upon the term “agent” herein with reference to express conditions contained in this Agreement. In performing its functions and duties under this Agreement and the Security Documents, the Collateral Agent is shall act solely as agent of the Benefitted Parties to the extent, but only to the extent, provided in this Agreement and does not intended assume, and shall not be deemed to connote have assumed, any obligation towards or relationship of agency, fiduciary or trust with or for any other implied (or express) obligations arising under agency doctrine of any applicable law Person, other than as a “representative” as such term is used set forth in Section 9-102(a)(72)(E) of the Uniform Commercial Code. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting partiesSecurity Documents. (b) The Collateral Agent shall be subject take any action with respect to such directions as may be given it by the Trustee from time to time as required or permitted by this Indenture and Collateral and/or the Intercreditor Agreement. Except Security Documents only as directed by the Trustee and as required or permitted by this Indenture, the Intercreditor Agreement or the other Collateral Documents relating to the Notes, in accordance with Section 5(a) hereof; provided that the Collateral Agent shall not be obligated: (iobligated to follow any directions given in accordance with Section 5(a) hereof to act upon the extent that the Collateral Agent has received advice from its counsel to the effect that such directions purported are in conflict with any provisions of law, this Agreement, the Security Documents or any order of any court or administrative agency; provided further that the Collateral Agent shall not, under any circumstances, be liable to be delivered to it by any Benefitted Party or any other Person; (iiperson for following the written directions received in accordance with Section 5(a) hereof. Any directions given pursuant to foreclose upon Section 5(a) hereof may be withdrawn or otherwise enforce any Lien securing modified by the Notes and the Guarantees party or parties who originally gave such directions by delivering written notice of the Notes; or (iii) withdrawal or modification to take any other action whatsoever with regard to any or all of the Liens securing the Notes and the Guarantees of the Notes, the Collateral Documents relating Agent prior to the Notes or time when the CollateralCollateral Agent takes any action pursuant to such directions. (c) Each Benefitted Party authorizes the Collateral Agent to take such action on such Benefitted Party's behalf and to exercise such powers hereunder as are specifically delegated to the Collateral Agent by the terms hereof and of the Security Documents, together with such powers as are reasonably incidental thereto. The Collateral Agent is authorized shall have only those duties and empowered to appoint one responsibilities that are expressly specified in this Agreement and the Security Documents, and it may perform such duties by or more co-through its agents or sub-agents employees. Nothing in this Agreement or attorneys-in-fact the Security Documents, express or implied, is intended to or shall be construed as it deems necessary imposing upon the Collateral Agent any obligations in respect of this Agreement or appropriate in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faithSecurity Documents except as expressly set forth herein. (d) The Collateral Agent shall not be accountable only responsible to any Benefitted Party for amounts that it actually receives as a result the execution, effectiveness, genuineness, validity, perfection, enforceability, collectibility, value or sufficiency of the enforcement Collateral or the Security Documents or for any representations, warranties, recitals or statements made in any document executed in connection with the Obligations or made in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by or on behalf of this Indenture, the Collateral Documents relating Company and its subsidiaries to any Benefitted Party or be required to ascertain or inquire as to the Notes performance or the Liens created observance by the Collateral Documents relating to Company or any of its subsidiaries or any other pledgor or guarantor of any of the Notesterms, conditions, provisions, covenants or agreements contained in any document executed in connection with the Obligations or of the existence or possible existence of any Triggering Event. (e) The Trustee may, from time to time, appoint another financial institution to act as Collateral Agent so long as such institution meets shall not be liable to any Benefitted Party for any action taken or omitted hereunder or under the requirements applicable Security Documents or in connection herewith or therewith except to the Trustee extent caused by the Collateral Agent's gross negligence or willful misconduct. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any written statement, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons and, except as otherwise specifically provided in this Agreement, shall be entitled to rely upon the written direction of the Required Creditors (as defined in Section 5(a)) certifying that the persons signing such direction constitute the "Required Creditors," and shall be entitled to rely and shall be fully protected in relying on opinions and judgments of counsel, accountants, experts and other professional advisors selected by it in good faith and with due care. The Collateral Agent shall be entitled to refrain from exercising any power, discretion or authority vested in it under this Agreement or the Security Documents unless and until it has obtained the directions in accordance with Section 5(a) hereof with respect to the matters covered thereby. The Collateral Agent shall be entitled to request from each Benefitted Party a certificate setting out the amount of the respective Obligations held by it (including, without limitation, amounts representing principal, Contingent L/C Obligations or interest of such Obligations for purposes of calculating distributions pursuant to Section 2(c)). (f) Each Benefitted Party agrees not to take any action whatsoever to enforce any term or provision of the Security Documents or to enforce any of its rights in respect of the Collateral, in each case except through the Collateral Agent acting in accordance with this Agreement. (g) The Company and each of its subsidiaries which is party to this Agreement, by its execution of the signature page of this Agreement, agrees to pay and save the Collateral Agent harmless from liability for payment of all costs and expenses of the Collateral Agent in connection with this Agreement and the Security Documents, other than liabilities, costs and expenses resulting from the Collateral Agent's gross negligence or willful misconduct. Each Benefitted Party severally agrees to indemnify the Collateral Agent, pro rata (to the extent set forth in the penultimate sentence of this Section 7.09. Subject 4(g)), to the appointment and acceptance of a successor Collateral Agent as provided in this subsection, extent the Collateral Agent shall not have been reimbursed by or on behalf of the Company or from proceeds of the Collateral or otherwise, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, reasonable expenses (if including, without limitation, reasonable counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Collateral Agent in performing its duties hereunder or under the Security Documents in its capacity as the Collateral Agent in any way relating to or arising out of this Agreement, the Security Documents and/or the Collateral; provided that no Benefitted Party shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Collateral Agent's gross negligence, willful misconduct or breach of the express terms of this Agreement. For purposes of this Section 4(g), any pro rata calculation shall be on the basis of the outstanding principal amount of the Obligations (determined by assuming that all Obligations are denominated in U.S. Dollars based upon the Applicable Exchange Rate) held by or for each Benefitted Party at the time of the act, omission or transaction giving rise to the reimbursement or indemnity required by this Section 4(g). The provisions of this Section 4(g) shall survive the payment in full of all the Obligations and the termination of this Agreement and all other than documents executed in connection with the TrusteeObligations. (h) The Collateral Agent may resign at any time by notifying giving sixty (60) days' prior written notice thereof to the Trustee Benefitted Parties and the IssuerCompany, subject to the acceptance of its appointment by a successor Collateral Agent simultaneously with or prior to any resignation of the Collateral Agent. Upon any such notice of resignation, the Trustee Required Creditors (as defined in Section 5(a) below) shall have the right to appoint a successor Collateral Agent. If no successor shall have been so appointed The Collateral Agent may be removed at any time with or without cause, by an instrument in writing delivered to the Collateral Agent, the Company and the other Benefitted Parties by the Trustee and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Holders and the Trustee, appoint a successor Collateral Agent which shall meet the eligibility requirements applicable to the Trustee Required Creditors (as set forth defined in Section 7.09 and shall accept and comply in all material respects with the Collateral Documents5(a) below). Upon a successor’s the acceptance of its any appointment as Collateral Agent hereunderhereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent hereunder and under the Collateral DocumentsAgent, and the retiring or removed Collateral Agent shall be discharged from its duties and obligations hereunder under this Agreement and under the Security Documents; provided, however, that the retiring or removed Collateral DocumentsAgent will continue to remain liable for all acts of, or the omission to act by, such retiring or removed Collateral Agent which occurred prior to such retirement or removal. If no successor Collateral Agent shall have been so appointed and shall have accepted such appointment within forty-five (45) days after the Trustee shall be acting at any time as retiring Collateral Agent's giving of notice of resignation, then, upon five days' prior written notice to the Company and the Benefitted Parties, the retiring Collateral Agent may, on behalf of the Benefitted Parties, appoint a successor Collateral Agent, then it will which shall be deemed to have resigned as Collateral Agent upon its replacement as Trustee pursuant to Section 7.07a bank or trust company organized under the laws of the United States or any state thereof (or under the laws of a foreign country and having a branch or agency located in the United States) having a combined capital and surplus of at least $500,000,000, and the successor Trustee shall select (short term unsecured debt obligations of which are rated at least P-1 by Xxxxx'x Investors Service or may act as) the replacement A-1 by Standard & Poor's, or any affiliate of such bank. After any retiring or removed Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Collateral Agent under this Agreement and the Security Documents. (fi) Except as expressly set forth herein, the Collateral Agent and each of its affiliates may accept deposits from, lend money to and generally engage in any kind of banking, trust, financial advisory or other business with the Company or any affiliate thereof, and may accept fees and other consideration from the Company or any affiliate thereof for services in connection with this Agreement and otherwise without having to account for the same to any Benefitted Party. (j) The Collateral Agent shall have all not be liable for or by reason of (i) any failure or defect in the registration, filing or recording of any of the rights Security Documents, or any notice, caveat or financing statement with respect to the foregoing, or (ii) any failure to do any act necessary to constitute, perfect and maintain the priority of the Trustee under Article VII of this Indenture, including, without limitation, security interest created by the rights to compensation, indemnification and resignationSecurity Documents. (gk) At all times when Notwithstanding anything to the Trustee is not itself contrary contained in this Agreement or any document executed in connection with any of the Obligations, the Collateral Agent, unless it shall have actual knowledge thereof, shall not be deemed to have any knowledge of any Triggering Event unless and until it shall have received written notice from the Issuer will deliver Company or any Benefitted Party describing such Triggering Event in reasonable detail (including, to the Trustee copies extent known, the date of all Collateral Documents relating to occurrence of the Notes delivered to same). (l) Upon receipt by the Collateral Agent and copies of any direction by the Required Creditors, all documents delivered to of the Collateral Agent pursuant to the Collateral Documents relating to the NotesBenefitted Parties will be bound by such direction.

The Collateral Agent. Each of the Lenders party hereto hereby irrevocably agrees, authorizes and directs that the Administrative Agent: (a) Each shall also act as the “collateral agent” under the Fundamental Documents, and each of the Trustee and, by accepting the Notes, the Holders hereby such Lenders and Issuing Lenders thereby irrevocably appoints and authorizes Citibank, N.A. to act as Collateral the Administrative Agent and in such capacity to act as the agent of (such Lender and to hold any security interest created by the Collateral Documents relating to the Notes for and on behalf of or on trust for) the Trustee and each Holders Issuing Lenders for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by the Issuer or any Secured Guarantor to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. The use , and directs the Administrative Agent to enter into each Collateral Document for the benefit of the term Lenders and the other Secured Parties and any related intercreditor agreement reasonably satisfactory to the Administrative Agent. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.7 of the Credit Agreement for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of Article 8 of the Credit Agreement and Article 10 of the Credit Agreement (including Sections 10.4 and 10.5 of the Credit Agreement, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Fundamental Documents) as if set forth in full herein with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law other than as a “representative” as such term is used in Section 9-102(a)(72)(E) of the Uniform Commercial Code. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting partiesrespect thereto. (b) The Collateral Agent shall be subject at its option and in its discretion, to such directions as may be given it release any Lien on any property granted to or held by the Trustee from Administrative Agent under any Fundamental Document (i) upon termination of the Revolving Commitments and payment in full of all Obligations at any time to time as required arising under or permitted by this Indenture and in respect of the Intercreditor Agreement. Except as directed by the Trustee and as required or permitted by this Indenture, the Intercreditor Credit Agreement or the other Collateral Fundamental Documents relating or the transactions contemplated thereby, (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted by the NotesCredit Agreement (including, without limitation the release of any Lien on property of Hotels Spinco and its Subsidiaries securing the Obligations hereunder upon the consummation of the Hotels Spin-Off), (iii) if the Obligations are no longer required to be secured pursuant to Section 6.3(k) and/or (iv) if approved, authorized or ratified in writing in accordance with Section 10.9 of the Credit Agreement. Upon request by the Administrative Agent at any time, the Collateral Required Lenders will confirm in writing the Administrative Agent’s authority to release its interest in particular types or items of property pursuant to this Section. The Administrative Agent shall not be obligated: (i) responsible for or have a duty to act upon directions purported to be delivered to it by ascertain or inquire into any other Person; (ii) to foreclose upon representation or otherwise enforce any Lien securing warranty regarding the Notes and the Guarantees existence, value or collectability of the Notes; or (iii) to take any other action whatsoever with regard to any Collateral, the existence, priority or all perfection of the Liens securing Administrative Agent’s Lien thereon, or any certificate prepared by the Notes and Borrower or any Subsidiary in connection therewith, nor shall the Guarantees of the Notes, the Collateral Documents relating Administrative Agent be responsible or liable to the Notes Lenders for any failure to monitor or maintain any portion of the Collateral. (c) The Collateral Agent is authorized and empowered to appoint one or more co-agents or sub-agents or attorneys-in-fact as it deems necessary or appropriate in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. (d) The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the enforcement of this Indenture, the Collateral Documents relating to the Notes or the Liens created by the Collateral Documents relating to the Notes. (e) The Trustee may, from time to time, appoint another financial institution to act as Collateral Agent so long as such institution meets the requirements applicable to the Trustee as set forth in Section 7.09. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this subsection, the Collateral Agent (if other than the Trustee) may resign at any time by notifying the Trustee and the Issuer. Upon any such resignation, the Trustee shall have the right to appoint a successor Collateral Agent. If no successor shall have been so appointed by the Trustee and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Holders and the Trustee, appoint a successor Collateral Agent which shall meet the eligibility requirements applicable to the Trustee as set forth in Section 7.09 and shall accept and comply in all material respects with the Collateral Documents. Upon a successor’s acceptance of its appointment as Collateral Agent hereunder, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent hereunder and under the Collateral Documents, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the Collateral Documents. If the Trustee shall be acting at any time as the Collateral Agent, then it will be deemed to have resigned as Collateral Agent upon its replacement as Trustee pursuant to Section 7.07, and the successor Trustee shall select (or may act as) the replacement Collateral Agent. (f) The Collateral Agent shall have all of the rights of the Trustee under Article VII of this Indenture, including, without limitation, the rights to compensation, indemnification and resignation. (g) At all times when the Trustee is not itself the Collateral Agent, the Issuer will deliver to the Trustee copies of all Collateral Documents relating to the Notes delivered to the Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to the Collateral Documents relating to the Notes.

The Collateral Agent. (a) Each 13.1 By their execution of Subscription Agreements in the Trustee and, by accepting form attached to the NotesMemorandum as Exhibit C, the Holders hereby appoints and authorizes Citibank, N.A. to act as have authorized the Collateral Agent and in such capacity to act as exercise for the agent of (and to hold any security interest created by the Collateral Documents relating to the Notes for and on behalf of or on trust for) the Trustee and each Holders for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by the Issuer or any Secured Guarantor to secure any pro rata benefit of the ObligationsHolders all rights, together with such powers and discretion as are reasonably incidental thereto. The use of the term “agent” herein with reference remedies provided to the Collateral Agent is under or pursuant to this Agreement, including all rights, powers and remedies upon an Event of Default, subject always to the terms, conditions, limitations and restrictions provided in this Agreement. In furtherance and not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law other than as a “representative” as such term is used in Section 9-102(a)(72)(E) limitation of the Uniform Commercial Code. Insteadforegoing, by its execution of such term is used merely as a matter of market customSubscription Agreement, each Holder acknowledges and is intended to create or reflect only an administrative relationship between independent contracting parties. agrees that: (bi) The Collateral Agent shall be subject to such directions as may be given it by the Trustee from time to time as required or permitted by this Indenture and the Intercreditor Agreement. Except as directed by the Trustee and as required or permitted by this Indenture, the Intercreditor Agreement or the other Collateral Documents relating to the Notes, the Collateral Agent shall not be obligated: (i) to act upon directions purported to be delivered to it responsible for the execution, effectiveness, genuineness, validity, perfection, enforceability, collectability, value or sufficiency of the Collateral, or for any representations, warranties or statements made in any document executed in connection with this Security Agreement, other than representations expressly made herein by any other Person; the Collateral Agent; (ii) the Collateral Agent shall not be required to foreclose upon ascertain or otherwise enforce inquire as to the performance or observance by the Grantor or any Lien securing the Notes and the Guarantees other party of any of the Notesterms or provisions of the Secured Obligations; or (iii) to take any other action whatsoever with regard to any or all of the Liens securing the Notes and the Guarantees of the Notes, the Collateral Documents relating to the Notes or the Collateral. (c) The Collateral Agent is authorized and empowered to appoint one or more co-agents or sub-agents or attorneys-in-fact as it deems necessary or appropriate in connection herewith and shall not be liable for or by any reason of (1) the negligence failure or misconduct defect in the registration, filing, or recording of any such agents instruments or attorneys-in-fact selected financing statements in connection with the transactions contemplated by it in good faith. this Agreement or (d2) The any failure to do any act necessary to constitute, perfect and/or maintain the priority of the security interests created by this Agreement, and (iv) the Collateral Agent shall not be accountable only for amounts that deemed to have any knowledge of any Event of Default unless and until it actually receives shall have received written notice thereof from the Grantor or the Requisite Holders describing such Event of Default in reasonable detail. Except with respect to those matters as a result of to which the enforcement Collateral Agent is expressly required to act under the terms of this Indenture, the Collateral Documents relating to the Notes or the Liens created by the Collateral Documents relating to the Notes. (e) The Trustee may, from time to time, appoint another financial institution to act as Collateral Agent so long as such institution meets the requirements applicable to the Trustee as set forth in Section 7.09. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this subsectionArticle XIII, the Collateral Agent may act or refrain from acting with the written consent of holders of a majority of the aggregate principal amount of outstanding Subordinated Convertible Notes as of the date of such consent (if other than the Trustee) may resign at any time by notifying the Trustee and the Issuer. Upon any such resignation“Requisite Holders”), the Trustee which Requisite Holders shall have the right to appoint a successor direct the time, method and place of conducting any proceeding for any remedy available to the Collateral Agent. If no successor ; provided, however, that such direction shall have been so appointed by not be in conflict with any rule of law or expose the Trustee and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignationto personal liability, then the retiring Collateral Agent may, on behalf of the Holders and the Trustee, appoint a successor Collateral Agent which such direction shall meet the eligibility requirements applicable not be unduly prejudicial to the Trustee as set forth in Section 7.09 and shall accept and comply in all material respects with the Collateral Documents. Upon a successor’s acceptance rights of its appointment as Collateral Agent hereunder, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent hereunder and under the Collateral Documentsany non-consenting Holder, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the Collateral Documents. If the Trustee shall be acting at may take any time as action deemed proper by the Collateral Agent, then it will be deemed to have resigned as in its discretion, which is not inconsistent with such direction or the terms of this Agreement. It is agreed that the duties of the Collateral Agent upon its replacement are only such as Trustee pursuant to Section 7.07are herein specifically provided, and the successor Trustee shall select (or may act as) the replacement Collateral Agent. (f) The Collateral Agent shall have all of the rights of the Trustee under Article VII of this Indentureno other duties, including, without limitation, the rights to compensation, indemnification and resignationimplied or otherwise. (g) At all times when the Trustee is not itself the Collateral Agent, the Issuer will deliver to the Trustee copies of all Collateral Documents relating to the Notes delivered to the Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to the Collateral Documents relating to the Notes.

The Collateral Agent. Each of the Lenders party hereto hereby irrevocably agrees, authorizes and directs that the Administrative Agent: (a) Each shall also act as the “collateral agent” under the Fundamental Documents, and each of the Trustee and, by accepting the Notes, the Holders hereby such Lenders and Issuing Lenders thereby irrevocably appoints and authorizes Citibank, N.A. to act as Collateral the Administrative Agent and in such capacity to act as the agent of (such Lender and to hold any security interest created by the Collateral Documents relating to the Notes for and on behalf of or on trust for) the Trustee and each Holders Issuing Lenders for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by the Issuer or any Secured Guarantor to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. The use , and directs the Administrative Agent to enter into each Collateral Document for the benefit of the term Lenders and the other Secured Parties and any related intercreditor agreement reasonably satisfactory to the Administrative Agent. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.7 of the Credit Agreement for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of Article 8 of the Credit Agreement and Article 10 of the Credit Agreement (including Sections 10.4 and 10.5 of the Credit Agreement, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Fundamental Documents) as if set forth in full herein with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law other than as a “representative” as such term is used in Section 9-102(a)(72)(E) of the Uniform Commercial Code. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting partiesrespect thereto. (b) The Collateral Agent shall be subject at its option and in its discretion, to such directions as may be given it release any Lien on any property granted to or held by the Trustee from Administrative Agent under any Fundamental Document (i) upon termination of the Commitments and payment in full of all Obligations at any time to time as required arising under or permitted by this Indenture and in respect of the Intercreditor Agreement. Except as directed by the Trustee and as required or permitted by this Indenture, the Intercreditor Credit Agreement or the other Collateral Fundamental Documents relating or the transactions contemplated thereby, (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted by the NotesCredit Agreement (including, without limitation the release of any Lien on property of Hotels Spinco and its Subsidiaries securing the Obligations hereunder upon the consummation of the Hotels Spin-Off), (iii) if the Obligations are no longer required to be secured pursuant to Section 6.3(k) and/or (iv) if approved, authorized or ratified in writing in accordance with Section 10.9 of the Credit Agreement. Upon request by the Administrative Agent at any time, the Collateral Required Lenders will confirm in writing the Administrative Agent’s authority to release its interest in particular types or items of property pursuant to this Section. The Administrative Agent shall not be obligated: (i) responsible for or have a duty to act upon directions purported to be delivered to it by ascertain or inquire into any other Person; (ii) to foreclose upon representation or otherwise enforce any Lien securing warranty regarding the Notes and the Guarantees existence, value or collectability of the Notes; or (iii) to take any other action whatsoever with regard to any Collateral, the existence, priority or all perfection of the Liens securing Administrative Agent’s Lien thereon, or any certificate prepared by the Notes and Borrower or any Subsidiary in connection therewith, nor shall the Guarantees of the Notes, the Collateral Documents relating Administrative Agent be responsible or liable to the Notes Lenders for any failure to monitor or maintain any portion of the Collateral. (c) The Collateral Agent is authorized and empowered to appoint one or more co-agents or sub-agents or attorneys-in-fact as it deems necessary or appropriate in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. (d) The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the enforcement of this Indenture, the Collateral Documents relating to the Notes or the Liens created by the Collateral Documents relating to the Notes. (e) The Trustee may, from time to time, appoint another financial institution to act as Collateral Agent so long as such institution meets the requirements applicable to the Trustee as set forth in Section 7.09. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this subsection, the Collateral Agent (if other than the Trustee) may resign at any time by notifying the Trustee and the Issuer. Upon any such resignation, the Trustee shall have the right to appoint a successor Collateral Agent. If no successor shall have been so appointed by the Trustee and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Holders and the Trustee, appoint a successor Collateral Agent which shall meet the eligibility requirements applicable to the Trustee as set forth in Section 7.09 and shall accept and comply in all material respects with the Collateral Documents. Upon a successor’s acceptance of its appointment as Collateral Agent hereunder, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent hereunder and under the Collateral Documents, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the Collateral Documents. If the Trustee shall be acting at any time as the Collateral Agent, then it will be deemed to have resigned as Collateral Agent upon its replacement as Trustee pursuant to Section 7.07, and the successor Trustee shall select (or may act as) the replacement Collateral Agent. (f) The Collateral Agent shall have all of the rights of the Trustee under Article VII of this Indenture, including, without limitation, the rights to compensation, indemnification and resignation. (g) At all times when the Trustee is not itself the Collateral Agent, the Issuer will deliver to the Trustee copies of all Collateral Documents relating to the Notes delivered to the Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to the Collateral Documents relating to the Notes.

The Collateral Agent. (a) Each Landmark Community Bank has been appointed Collateral Agent hereunder for the benefit of the Trustee and, by accepting Holders. Notwithstanding any provision herein to the Notescontrary, the Holders hereby appoints and authorizes Citibank, N.A. to act as Collateral Agent and in such capacity to act as the agent of (and to hold shall not have any security interest created by duties or responsibilities, except those expressly set forth herein, nor shall the Collateral Documents relating Agent have or be deemed to have any fiduciary relationship with any Holder, the Notes for Senior Lender or the Company, and on behalf of no implied covenants, functions, responsibilities, duties, obligations or on trust forliabilities shall be read into this Agreement or otherwise exist against the Collateral Agent other than as a “representative” as such term is used in Section 9-102(a)(72)(E) the Trustee and each Holders for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by the Issuer or any Secured Guarantor to secure any of the ObligationsUCC. Without limiting the generality of the foregoing sentence, together with such powers and discretion as are reasonably incidental thereto. The the use of the term “agent” herein in this Agreement with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law other than as a “representative” as such term is used in Section 9-102(a)(72)(E) of the Uniform Commercial Codelaw. Instead, such term is used merely as a matter of market custom, and is intended to create or and reflect only an administrative relationship between independent contracting parties. Except as otherwise expressly provided in this Agreement, the Collateral Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which the Collateral Agent is expressly entitled to take or assert under this Agreement, and any action so taken or not taken shall be deemed consented to by the Holders. (b) The None of the Collateral Agent or any of its agents or employees shall (i) be subject liable for any action taken or omitted to such directions as may be given it taken by the Trustee from time to time as required any of them under or permitted by in connection with this Indenture and the Intercreditor Agreement. Except as directed by the Trustee and as required or permitted by this Indenture, the Intercreditor Agreement or the transactions contemplated hereby, except for its own willful misconduct, gross negligence or bad faith, or (ii) be responsible in any manner to any Holder or the Senior Lender for any recital, statement, representation, warranty, covenant or agreement made by the Company contained in this Agreement or in any certificate, report, statement or other Collateral Documents relating to the Notes, document received by the Collateral Agent shall not be obligated: (i) to act upon directions purported to be delivered to it by under or in connection with this Agreement, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, or for any other Person; (ii) to foreclose upon or otherwise enforce any Lien securing the Notes and the Guarantees failure of the Company to perform its obligations hereunder or under the Notes; or (iii) to take . None of the Collateral Agent or any other action whatsoever with regard of its agents or employees shall be under any obligation to any Holder or all the Senior Lender to ascertain or to inquire as to the observance or performance of any of the Liens securing agreements contained in, or conditions of, this Agreement or to inspect the Notes and the Guarantees properties, books or records of the Notes, the Collateral Documents relating to the Notes or the CollateralCompany. (c) The Collateral Agent is authorized and empowered to appoint one or more co-agents or sub-agents or attorneys-in-fact as it deems necessary or appropriate in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. (d) The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the enforcement exercise of this Indentureits rights or powers hereunder, and neither the Collateral Documents relating Agent nor any of its employees or agents shall be responsible for any act or failure to act hereunder, except for its own willful misconduct, gross negligence or bad faith. (d) The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including, without limitation, counsel to the Notes or the Liens created Company), independent accountants and other experts and advisors selected by the Collateral Documents relating to the NotesAgent. (e) The Trustee may, from time to time, appoint another financial institution to act as Collateral Agent so long as such institution meets shall not be deemed to have knowledge or notice of the requirements applicable to occurrence of any Event of Default and the Trustee as set forth in Section 7.09. Subject to acceleration of the appointment and acceptance of a successor Collateral Agent as provided in this subsection, Notes unless the Collateral Agent (if other than the Trustee) may resign at any time by notifying the Trustee and the Issuer. Upon any such resignation, the Trustee shall have received written notice from the right Company or the Required Holders that refers to appoint a successor Collateral Agent. If no successor shall have this Agreement, describes the Event of Default and states that there has been so appointed by the Trustee and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf an acceleration of the Holders and the Trustee, appoint a successor Collateral Agent which shall meet the eligibility requirements applicable to the Trustee as set forth in Section 7.09 and shall accept and comply in all material respects with the Collateral DocumentsNotes. Upon a successor’s acceptance of its appointment as Collateral Agent hereunder, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent hereunder and under the Collateral Documents, and the retiring The Collateral Agent shall be discharged from under no obligation to exercise any of its duties and obligations hereunder and under rights or powers vested in it by this Agreement, at the request, order or direction of any Required Holders, unless such Required Holders shall have offered to the Collateral Documents. If the Trustee shall be acting at any time as Agent reasonable security or indemnity satisfactory to the Collateral AgentAgent against the costs, then it will expenses and liabilities (including, without limitation, attorneys’ fees) which might be deemed to have resigned as Collateral Agent upon its replacement as Trustee pursuant to Section 7.07, and the successor Trustee shall select (incurred therein or may act as) the replacement Collateral Agentthereby. (f) The Collateral Agent shall have all is each Holder’s agent for the purpose of perfecting the Holders’ security interest in assets which, in accordance with Article 9 of the rights of the Trustee under Article VII of this IndentureUCC, including, without limitation, the rights to compensation, indemnification and resignationcan be perfected only by possession or control. (g) At all times when The Collateral Agent may resign at any time upon thirty (30) days prior written notice to the Trustee is not itself Company, such resignation to be effective upon the acceptance of a successor agent to its appointment as Collateral Agent, the Issuer will deliver to the Trustee copies of all Collateral Documents relating to the Notes delivered to the . The Collateral Agent and copies of all documents delivered to may appoint, after consulting with the Collateral Agent pursuant to the Collateral Documents relating to the Notes.Company, a successor

The Collateral Agent. (a) Each Landmark Community Bank has been appointed Collateral Agent hereunder for the benefit of the Trustee and, by accepting Holders. Notwithstanding any provision herein to the Notescontrary, the Holders hereby appoints and authorizes Citibank, N.A. to act as Collateral Agent and in such capacity to act as the agent of (and to hold shall not have any security interest created by duties or responsibilities, except those expressly set forth herein, nor shall the Collateral Documents relating Agent have or be deemed to have any fiduciary relationship with any Holder, the Notes for Senior Lender or the Company, and on behalf of no implied covenants, functions, responsibilities, duties, obligations or on trust forliabilities shall be read into this Agreement or otherwise exist against the Collateral Agent other than as a “representative” as such term is used in Section 9-102(a)(72)(E) the Trustee and each Holders for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by the Issuer or any Secured Guarantor to secure any of the ObligationsUCC. Without limiting the generality of the foregoing sentence, together with such powers and discretion as are reasonably incidental thereto. The the use of the term “agent” herein in this Agreement with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law other than as a “representative” as such term is used in Section 9-102(a)(72)(E) of the Uniform Commercial Codelaw. Instead, such term is used merely as a matter of market custom, and is intended to create or and reflect only an administrative relationship between independent contracting parties. Except as otherwise expressly provided in this Agreement, the Collateral Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which the Collateral Agent is expressly entitled to take or assert under this Agreement, and any action so taken or not taken shall be deemed consented to by the Holders. (b) The None of the Collateral Agent or any of its agents or employees shall (i) be subject liable for any action taken or omitted to such directions as may be given it taken by the Trustee from time to time as required any of them under or permitted by in connection with this Indenture and the Intercreditor Agreement. Except as directed by the Trustee and as required or permitted by this Indenture, the Intercreditor Agreement or the transactions contemplated hereby, except for its own willful misconduct, gross negligence or bad faith, or (ii) be responsible in any manner to any Holder or the Senior Lender for any recital, statement, representation, warranty, covenant or agreement made by the Company contained in this Agreement or in any certificate, report, statement or other Collateral Documents relating to the Notes, document received by the Collateral Agent shall not be obligated: (i) to act upon directions purported to be delivered to it by under or in connection with this Agreement, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, or for any other Person; (ii) to foreclose upon or otherwise enforce any Lien securing the Notes and the Guarantees failure of the Company to perform its obligations hereunder or under the Notes; or (iii) to take . None of the Collateral Agent or any other action whatsoever with regard of its agents or employees shall be under any obligation to any Holder or all the Senior Lender to ascertain or to inquire as to the observance or performance of any of the Liens securing agreements contained in, or conditions of, this Agreement or to inspect the Notes and the Guarantees properties, books or records of the Notes, the Collateral Documents relating to the Notes or the CollateralCompany. (c) The Collateral Agent is authorized and empowered to appoint one or more co-agents or sub-agents or attorneys-in-fact as it deems necessary or appropriate in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. (d) The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the enforcement exercise of this Indentureits rights or powers hereunder, and neither the Collateral Documents relating Agent nor any of its employees or agents shall be responsible for any act or failure to act hereunder, except for its own willful misconduct, gross negligence or bad faith. (d) The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including, without limitation, counsel to the Notes or the Liens created Company), independent accountants and other experts and advisors selected by the Collateral Documents relating to the NotesAgent. (e) The Trustee may, from time to time, appoint another financial institution to act as Collateral Agent so long as such institution meets shall not be deemed to have knowledge or notice of the requirements applicable to occurrence of any Event of Default and the Trustee as set forth in Section 7.09. Subject to acceleration of the appointment and acceptance of a successor Collateral Agent as provided in this subsection, Notes unless the Collateral Agent (if other than the Trustee) may resign at any time by notifying the Trustee and the Issuer. Upon any such resignation, the Trustee shall have received written notice from the right Company or the Required Holders that refers to appoint a successor Collateral Agent. If no successor shall have this Agreement, describes the Event of Default and states that there has been so appointed by the Trustee and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf an acceleration of the Holders and the Trustee, appoint a successor Collateral Agent which shall meet the eligibility requirements applicable to the Trustee as set forth in Section 7.09 and shall accept and comply in all material respects with the Collateral DocumentsNotes. Upon a successor’s acceptance of its appointment as Collateral Agent hereunder, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent hereunder and under the Collateral Documents, and the retiring The Collateral Agent shall be discharged from under no obligation to exercise any of its duties and obligations hereunder and under rights or powers vested in it by this Agreement, at the request, order or direction of any Required Holders, unless such Required Holders shall have offered to the Collateral Documents. If the Trustee shall be acting at any time as Agent reasonable security or indemnity satisfactory to the Collateral AgentAgent against the costs, then it will expenses and liabilities (including, without limitation, attorneys’ fees) which might be deemed to have resigned as Collateral Agent upon its replacement as Trustee pursuant to Section 7.07, and the successor Trustee shall select (incurred therein or may act as) the replacement Collateral Agentthereby. (f) The Collateral Agent shall have all is each Holder’s agent for the purpose of perfecting the Holders’ security interest in assets which, in accordance with Article 9 of the rights of the Trustee under Article VII of this IndentureUCC, including, without limitation, the rights to compensation, indemnification and resignationcan be perfected only by possession or control. (g) At The Collateral Agent may resign at any time upon thirty (30) days prior written notice to the Company, such resignation to be effective upon the acceptance of a successor agent to its appointment as Collateral Agent. The Collateral Agent may appoint, after consulting with the Company, a successor Collateral Agent prior to the intended effective date of the resignation. If no successor Collateral Agent is appointed within thirty (30) days after the intended effective date of resignation (as stated in the notice of resignation) the Collateral Agent shall be entitled to petition at the expense of the Company a court of competent jurisdiction to appoint a successor. Upon the acceptance of its appointment as successor Collateral Agent hereunder, such successor Collateral Agent shall succeed to all times when the Trustee is not itself rights, powers and duties of the retiring Collateral Agent, and the Issuer will deliver to term “Collateral Agent” shall mean such successor Collateral Agent, and the Trustee copies of all retiring Collateral Documents relating to the Notes delivered to Agent’s appointment, powers and duties as the Collateral Agent shall be terminated. After the retiring Collateral Agent’s resignation hereunder, the provisions of this Section 8 (and copies Section 9) shall continue to inure to its benefit and the retiring Collateral Agent shall not by reason of all documents delivered such resignation be deemed to be released from liability as to any actions taken or omitted to be taken by it while it was the Collateral Agent pursuant to the Collateral Documents relating to the Notesunder this Agreement.

The Collateral Agent. (a) Each of Marine Midland Bank is hereby appointed as the Trustee and, by accepting the Notes, the Holders hereby appoints and authorizes Citibank, N.A. "Collateral Agent," to act as Collateral Agent and serve in such capacity until its successor is duly appointed pursuant to act as Section 12.13(e) below. The Collateral Agent hereby accepts such appointment and acknowledges that it is acting in such capacity for the agent of (and to hold any security interest created by the Collateral Documents relating to the Notes for and on behalf of or on trust for) the Trustee and each Holders for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by the Issuer or any Secured Guarantor to secure any benefit of the holders of Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. The use of the term “agent” herein with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law other than as a “representative” as such term is used in Section 9-102(a)(72)(E) of the Uniform Commercial Code. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) The Collateral Agent shall be subject to such directions as may be given it by the Trustee from time to time as required have no duties or permitted by responsibilities except those expressly set forth in this Article XII of this Indenture or any Agreement With Collateral Agent entered into pursuant to Section 12.14, and the Intercreditor Agreement. Except as directed by the Trustee and as required or permitted by this IndentureCollateral Agent, the Intercreditor Agreement or the other Collateral Documents relating to the Notesin such capacity, the Collateral Agent shall not be obligated: (i) to act upon directions purported to be delivered to it by a trustee for any Person or have any other Person; fiduciary obligation to any Person (iiincluding, without limitation, any obligation under the Trust Indenture Act of 1939, as amended) to foreclose upon or otherwise enforce any Lien securing the Notes and the Guarantees by reason of the Notes; or (iii) to take any other action whatsoever with regard to any or all provisions of the Liens securing the Notes and the Guarantees of the Notes, the Collateral Documents relating to the Notes or the Collateral. (c) this Article XII. The Collateral Agent is authorized may employ agents and empowered to appoint one or more co-agents or sub-agents or attorneys-in-fact as it deems necessary or appropriate in connection herewith and shall not be liable responsible, except as to cash or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither the Collateral Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder or in good faithconnection herewith, except for its or their own negligence or willful misconduct. For as long as the Trustee acts as the Collateral Agent, the Collateral Agent shall have the rights and immunities, including indemnification, of the Trustee as set forth in Article VII. (db) The Collateral Agent shall be accountable only for amounts that entitled to rely upon any certification, notice or other communication (including any thereof by telex, telecopy, telegram or cable) believed by it actually receives as a result to be genuine and correct and to have been signed or sent by or on behalf of the enforcement proper Person or Persons, and upon advice and statements of legal counsel (including counsel to the Company or the Pledgors), independent accountants and other experts selected by the Collateral Agent. As to any matters not expressly provided for in this Indenture, the Collateral Documents relating Agent shall in all cases be fully protected in acting, or in refraining from acting, in accordance with instructions given by the Trustee and/or the appropriate agent(s) or other representative(s) of the holders of any Permitted Lien Indebtedness as specified in Section 12.8(b), and any action taken or failure to act pursuant thereto shall be binding on all Pledgors and holders of Secured Obligations. Notwithstanding anything to the Notes or the Liens created by contrary herein, the Collateral Documents relating Agent shall in all cases be permitted to rely on notice from the NotesTrustee as to whether there has occurred and is continuing an Event of Default under this Indenture and on notice from the appropriate agent(s) or other representative(s) of the holders of any Permitted Lien Indebtedness as to whether there has occurred and is continuing an event of default under the instruments governing such Permitted Lien Indebtedness. (ec) Except for action expressly required of the Collateral Agent hereunder, the Collateral Agent shall, notwithstanding anything to the contrary herein, in all cases be fully justified in failing or refusing to act hereunder unless and until it shall be further indemnified to its satisfaction by the holders of the Secured Obligations against any and all loss, cost, expense or liability which may be incurred by it by reason of taking or refusing to take any such action. The Trustee mayCollateral Agent shall not be required to take any action that is in its opinion contrary to law or to the terms of this Indenture or, except with respect to determining who may direct the Collateral Agent to act or refrain from taking action, any instrument governing any Permitted Lien Indebtedness, or which would in its opinion subject it or any of its officers, employees or directors to liability. (d) Except as expressly provided herein, the Collateral Agent shall have no duty to take any affirmative steps with respect to the collection of amounts payable in respect to the Pledged Collateral. (i) Until such time to as the Secured Obligations shall have been paid in full, the Collateral Agent may at any time, appoint another financial institution by giving written notice to act as the Company and the Trustee (if the Collateral Agent so long as is not then the Trustee) and the appropriate agent(s) or other representative(s) of the holders of any Permitted Lien Indebtedness resign and be discharged of the responsibilities hereby created, such institution meets the requirements applicable resignation to the Trustee as set forth in Section 7.09. Subject to become effective upon (x) the appointment and acceptance of a successor Collateral Agent and (y) the acceptance of such appointment by such successor Collateral Agent. As promptly as provided in this subsectionpracticable after the giving of any such notice, the Collateral Agent (if other than the Trustee) may resign at any time by notifying the Trustee and the Issuer. Upon any such resignation, the Trustee Company shall have the right to appoint a successor Collateral Agent, which successor Collateral Agent shall be approved by the Trustee and the appropriate agent(s) or other representative(s) of the holders of any Permitted Lien Indebtedness (which approval shall not be unreasonably withheld). If no successor Collateral Agent shall have been so be appointed by the Trustee and shall have accepted such appointment within 30 90 days after the retiring Collateral Agent gives the aforesaid notice of its resignation, then the retiring Collateral Agent may, on behalf or the Trustee or the appropriate agent(s) or other representative(s) of the Holders and the Trustee, holders of any Permitted Lien Indebtedness may apply to any court of competent jurisdiction to appoint a successor Collateral Agent to act until such time, if any, as a successor shall have been appointed as provided in this clause (e)(i). Any successor so appointed by such court shall immediately and without further act be superseded by any successor Collateral Agent appointed by the Company, with the approval of the Trustee and the appropriate agent(s) or other representative(s) of the holders of any Permitted Lien Indebtedness (which approval shall meet not be unreasonably withheld), as provided above in this clause (e)(i). The Collateral Agent may be removed at any time at the eligibility requirements applicable written direction of the Requisite Obligees, with notice delivered to the Trustee, the appropriate agent(s) or other representative(s) of the holders of Permitted Lien Indebtedness and the Company. (ii) If at any time the Collateral Agent shall be removed or otherwise become incapable of acting, or if at any time a vacancy shall occur in the office of the Collateral Agent for any other cause (other than a resignation governed by the preceding clause (e)(i)), a successor Collateral Agent shall be appointed by the Company, with the approval of the Trustee and the appropriate agent(s) or other representative(s) of the holders of any Permitted Lien Indebtedness (such approval not to be unreasonably withheld). If no successor Collateral Agent has been appointed by the Company within 90 days after such vacancy is created, the Trustee and/or such agent(s) or other representative(s) may apply to any court of competent jurisdiction to appoint a successor Collateral Agent to act until such time, if any, as a successor shall have been appointed as provided in this clause (e)(ii). The powers, duties, authority and title of the predecessor Collateral Agent shall be terminated and cancelled without procuring the resignation of such predecessor and without any other formality (except as may be required by applicable law) other than appointment and designation of a successor by the Company in the manner set forth above, in writing duly acknowledged and delivered to the predecessor, the appropriate agent(s) or other representative(s) of the holders of Permitted Lien Indebtedness and the Trustee. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited, and this Indenture, the instruments governing any Permitted Lien Indebtedness and any Agreement With Collateral Agent entered into pursuant to Section 7.09 12.14 shall vest in such successor, without any further act, deed or conveyance, all the estates, properties, rights, powers, trusts, duties, authority and shall accept and comply in all material respects with the Collateral Documents. Upon a successor’s acceptance title of its appointment predecessor; but such predecessor shall, nevertheless, on the written request of the Trustee, the appropriate agent(s) or other representative(s) of the holders of Permitted Lien Indebtedness, the Company or the successor, execute and deliver an instrument transferring to such successor all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor hereunder by it or its agents to such successor. (iii) The Collateral Agent who has resigned or been removed shall be entitled to fees, costs and expenses to the extent incurred or arising, or relating to events occurring, before its resignation or removal. (f) Every successor Collateral Agent appointed pursuant to clause (e), above, shall be a bank or trust company in good standing and having power to act as Collateral Agent hereunder, such successor shall succeed to and become vested with all incorporated under the rights, powers, privileges and duties laws of the retiring United States of America or any State thereof or the District of Columbia and having its principal office within the 48 contiguous States and shall also have capital, surplus and undivided profits of not less than $50,000,000, if there be such an institution with such capital, surplus and undivided profits willing, qualified and able to accept the agency hereunder upon reasonable or customary terms. (g) Any corporation into which the Collateral Agent hereunder and under the Collateral Documentsmay be merged, and the retiring Collateral Agent shall or with which it may be discharged consolidated, or any corporation resulting from its duties and obligations hereunder and under the Collateral Documents. If the Trustee shall be acting at any time as merger or consolidation to which the Collateral Agent, then it will shall be deemed a party, or any person succeeding to have resigned as all or substantially all of the corporate trust business of the Collateral Agent, shall be Collateral Agent upon its replacement as Trustee pursuant to Section 7.07, and under this Indenture without the successor Trustee shall select (execution or may filing of any paper or any further act as) on the replacement Collateral Agentpart of any party hereto. (fh) The Pledgors (jointly and severally) will upon demand pay to the Collateral Agent shall have the amount of any and all reasonable expenses (including the reasonable fees and expenses of its counsel) which the Collateral Agent may incur in connection with (i) the administration of the provisions of this Article XII, (ii) the custody or preservation of, or the sale of, collection from or other realization upon, any of the Pledged Collateral or (iii) the exercise or enforcement of any of the rights of the Trustee under Article VII of this Indenture, including, without limitation, the rights to compensation, indemnification and resignation. (g) At all times when the Trustee is not itself the Collateral Agent, the Issuer will deliver to the Trustee copies of all Collateral Documents relating to the Notes delivered to the Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to the Collateral Documents relating to the Noteshereunder.

The Collateral Agent. (a) Each of the Trustee andBy execution and delivery hereof, by accepting the Notes, the Holders each Benefitted Party hereby appoints State Street Bank and authorizes CitibankTrust Company of California, N.A. to act as Collateral Agent and in such capacity its representative hereunder and under the Security Documents and authorizes the Collateral Agent to act as the agent of (such hereunder and to hold any security interest created by the Collateral Documents relating to the Notes for and thereunder on behalf of or on trust for) the Trustee and each Holders for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by the Issuer or any Secured Guarantor to secure any of the Obligations, together with such powers and discretion as are reasonably incidental theretoBenefitted Party. The use of Collateral Agent agrees to act as such upon the term “agent” herein with reference to express conditions contained in this Agreement. In performing its functions and duties under this Agreement and the Security Documents, the Collateral Agent is shall act solely as agent of the Benefitted Parties to the extent, but only to the extent, provided in this Agreement and does not intended assume, and shall not be deemed to connote have assumed, any obligation towards or relationship of agency, fiduciary or trust with or for any other implied (or express) obligations arising under agency doctrine of any applicable law Person, other than as a “representative” as such term is used set forth in Section 9-102(a)(72)(E) of the Uniform Commercial Code. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting partiesSecurity Documents. (b) The Collateral Agent shall be subject take any action with respect to such directions as may be given it by the Trustee from time to time as required or permitted by this Indenture and Collateral and/or the Intercreditor Agreement. Except Security Documents only as directed by the Trustee and as required or permitted by this Indenture, the Intercreditor Agreement or the other Collateral Documents relating to the Notes, in accordance with Section 5(a) hereof; provided that the Collateral Agent shall not be obligated: (iobligated to follow any directions given in accordance with Section 5(a) hereof to act upon the extent that the Collateral Agent has received advice from its counsel to the effect that such directions purported are in conflict with any provisions of law, this Agreement, the Security Documents or any order of any court or administrative agency; provided further that the Collateral Agent shall not, under any circumstances, be liable to be delivered to it by any Benefitted Party or any other Person; (iiperson for following the written directions received in accordance with Section 5(a) hereof. Any directions given pursuant to foreclose upon Section 5(a) hereof may be withdrawn or otherwise enforce any Lien securing modified by the Notes and the Guarantees party or parties who originally gave such directions by delivering written notice of the Notes; or (iii) withdrawal or modification to take any other action whatsoever with regard to any or all of the Liens securing the Notes and the Guarantees of the Notes, the Collateral Documents relating Agent prior to the Notes or time when the CollateralCollateral Agent takes any action pursuant to such directions. (c) Each Benefitted Party authorizes the Collateral Agent to take such action on such Benefitted Party’s behalf and to exercise such powers hereunder as are specifically delegated to the Collateral Agent by the terms hereof and of the Security Documents, together with such powers as are reasonably incidental thereto. The Collateral Agent is authorized shall have only those duties and empowered to appoint one responsibilities that are expressly specified in this Agreement and the Security Documents, and it may perform such duties by or more co-through its agents or sub-agents employees. Nothing in this Agreement or attorneys-in-fact the Security Documents, express or implied, is intended to or shall be construed as it deems necessary imposing upon the Collateral Agent any obligations in respect of this Agreement or appropriate in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faithSecurity Documents except as expressly set forth herein. (d) The Collateral Agent shall not be accountable only responsible to any Benefitted Party for amounts that it actually receives as a result the execution, effectiveness, genuineness, validity, perfection, enforceability, collectibility, value or sufficiency of the enforcement Collateral or the Security Documents or for any representations, warranties, recitals or statements made in any document executed in connection with the Obligations or made in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by or on behalf of this Indenture, the Collateral Documents relating Company and its subsidiaries to any Benefitted Party or be required to ascertain or inquire as to the Notes performance or the Liens created observance by the Collateral Documents relating to Company or any of its subsidiaries or any other pledgor or guarantor of any of the Notesterms, conditions, provisions, covenants or agreements contained in any document executed in connection with the Obligations or of the existence or possible existence of any Triggering Event. (e) The Trustee may, from time to time, appoint another financial institution to act as Collateral Agent so long as such institution meets shall not be liable to any Benefitted Party for any action taken or omitted hereunder or under the requirements applicable Security Documents or in connection herewith or therewith except to the Trustee extent caused by the Collateral Agent’s gross negligence or willful misconduct. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any written statement, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons and, except as otherwise specifically provided in this Agreement, shall be entitled to rely upon the written direction of the Required Creditors (as defined in Section 5(a)) certifying that the persons signing such direction constitute the “Required Creditors,” and shall be entitled to rely and shall be fully protected in relying on opinions and judgments of counsel, accountants, experts and other professional advisors selected by it in good faith and with due care. The Collateral Agent shall be entitled to refrain from exercising any power, discretion or authority vested in it under this Agreement or the Security Documents unless and until it has obtained the directions in accordance with Section 5(a) hereof with respect to the matters covered thereby. The Collateral Agent shall be entitled to request from each Benefitted Party a certificate setting out the amount of the respective Obligations held by it (including, without limitation, amounts representing principal, Contingent L/C Obligations or interest of such Obligations for purposes of calculating distributions pursuant to Section 2(c)). (f) Each Benefitted Party agrees not to take any action whatsoever to enforce any term or provision of the Security Documents or to enforce any of its rights in respect of the Collateral, in each case except through the Collateral Agent acting in accordance with this Agreement. (g) The Company and each of its subsidiaries which is party to this Agreement, by its execution of the signature page of this Agreement, agrees to pay and save the Collateral Agent harmless from liability for payment of all costs and expenses of the Collateral Agent in connection with this Agreement and the Security Documents, other than liabilities, costs and expenses resulting from the Collateral Agent’s gross negligence or willful misconduct. Each Benefitted Party severally agrees to indemnify the Collateral Agent, pro rata (to the extent set forth in the penultimate sentence of this Section 7.09. Subject 4(g)), to the appointment and acceptance of a successor Collateral Agent as provided in this subsection, extent the Collateral Agent shall not have been reimbursed by or on behalf of the Company or from proceeds of the Collateral or otherwise, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, reasonable expenses (if including, without limitation, reasonable counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Collateral Agent in performing its duties hereunder or under the Security Documents in its capacity as the Collateral Agent in any way relating to or arising out of this Agreement, the Security Documents and/or the Collateral; provided that no Benefitted Party shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Collateral Agent’s gross negligence, willful misconduct or breach of the express terms of this Agreement. For purposes of this Section 4(g), any pro rata calculation shall be on the basis of the outstanding principal amount of the Obligations (determined by assuming that all Obligations are denominated in U.S. Dollars based upon the Applicable Exchange Rate) held by or for each Benefitted Party at the time of the act, omission or transaction giving rise to the reimbursement or indemnity required by this Section 4(g). The provisions of this Section 4(g) shall survive the payment in full of all the Obligations and the termination of this Agreement and all other than documents executed in connection with the TrusteeObligations. (h) The Collateral Agent may resign at any time by notifying giving sixty (60) days’ prior written notice thereof to the Trustee Benefitted Parties and the IssuerCompany, subject to the acceptance of its appointment by a successor Collateral Agent simultaneously with or prior to any resignation of the Collateral Agent. Upon any such notice of resignation, the Trustee Required Creditors (as defined in Section 5(a) below) shall have the right to appoint a successor Collateral Agent. If no successor shall have been so appointed The Collateral Agent may be removed at any time with or without cause, by an instrument in writing delivered to the Collateral Agent, the Company and the other Benefitted Parties by the Trustee and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Holders and the Trustee, appoint a successor Collateral Agent which shall meet the eligibility requirements applicable to the Trustee Required Creditors (as set forth defined in Section 7.09 and shall accept and comply in all material respects with the Collateral Documents5(a) below). Upon a successor’s the acceptance of its any appointment as Collateral Agent hereunderhereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent hereunder and under the Collateral DocumentsAgent, and the retiring or removed Collateral Agent shall be discharged from its duties and obligations hereunder under this Agreement and under the Security Documents; provided, however, that the retiring or removed Collateral DocumentsAgent will continue to remain liable for all acts of, or the omission to act by, such retiring or removed Collateral Agent which occurred prior to such retirement or removal. If no successor Collateral Agent shall have been so appointed and shall have accepted such appointment within forty-five (45) days after the Trustee shall be acting at any time as retiring Collateral Agent’s giving of notice of resignation, then, upon five days’ prior written notice to the Company and the Benefitted Parties, the retiring Collateral Agent may, on behalf of the Benefitted Parties, appoint a successor Collateral Agent, then it will which shall be deemed to have resigned as Collateral Agent upon its replacement as Trustee pursuant to Section 7.07a bank or trust company organized under the laws of the United States or any state thereof (or under the laws of a foreign country and having a branch or agency located in the United States) having a combined capital and surplus of at least $500,000,000, and the successor Trustee shall select (short term unsecured debt obligations of which are rated at least P-1 by Xxxxx’x Investors Service or may act as) the replacement A-1 by Standard & Poor’s, or any affiliate of such bank. After any retiring or removed Collateral Agent’s resignation or removal hereunder as Collateral Agent, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Collateral Agent under this Agreement and the Security Documents. (fi) Except as expressly set forth herein, the Collateral Agent and each of its affiliates may accept deposits from, lend money to and generally engage in any kind of banking, trust, financial advisory or other business with the Company or any affiliate thereof, and may accept fees and other consideration from the Company or any affiliate thereof for services in connection with this Agreement and otherwise without having to account for the same to any Benefitted Party. (j) The Collateral Agent shall have all not be liable for or by reason of (i) any failure or defect in the registration, filing or recording of any of the rights Security Documents, or any notice, caveat or financing statement with respect to the foregoing, or (ii) any failure to do any act necessary to constitute, perfect and maintain the priority of the Trustee under Article VII of this Indenture, including, without limitation, security interest created by the rights to compensation, indemnification and resignationSecurity Documents. (gk) At all times when Notwithstanding anything to the Trustee is not itself contrary contained in this Agreement or any document executed in connection with any of the Obligations, the Collateral Agent, unless it shall have actual knowledge thereof, shall not be deemed to have any knowledge of any Triggering Event unless and until it shall have received written notice from the Issuer will deliver Company or any Benefitted Party describing such Triggering Event in reasonable detail (including, to the Trustee copies extent known, the date of all Collateral Documents relating to occurrence of the Notes delivered to same). (l) Upon receipt by the Collateral Agent and copies of any direction by the Required Creditors, all documents delivered to of the Collateral Agent pursuant to the Collateral Documents relating to the NotesBenefitted Parties will be bound by such direction.

The Collateral Agent. (a) Each of Marine Midland Bank is hereby appointed as the Trustee and, by accepting the Notes, the Holders hereby appoints and authorizes Citibank, N.A. "Collateral Agent," to act as Collateral Agent and serve in such capacity until its successor is duly appointed pursuant to act as Section 12.13(e) below. The Collateral Agent hereby accepts such appointment and acknowledges that it is acting in such capacity for the agent benefit of (the holders of Secured Obligations. The Collateral Agent shall have no duties or responsibilities except those expressly set forth in this Article XII of this Indenture or any Agreement With Collateral Agent entered into pursuant to Section 12.14, and to hold any security interest created by the Collateral Documents relating Agent, in such capacity, shall not be a trustee for any Person or have any other fiduciary obligation to any Person (including, without limitation, any obligation under the Notes for and on behalf Trust Indenture Act of or on trust for1939, as amended) the Trustee and each Holders for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by the Issuer or any Secured Guarantor to secure any reason of the Obligations, together with such powers and discretion as are reasonably incidental theretoprovisions of this Article XII. The use of the term “agent” herein with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law other than as a “representative” as such term is used in Section 9-102(a)(72)(E) of the Uniform Commercial Code. Instead, such term is used merely as a matter of market custom, may employ agents and is intended to create or reflect only an administrative relationship between independent contracting parties.attorneys- (b) The Collateral Agent shall be subject entitled to such directions as may rely upon any certification, notice or other communication (including any thereof by telex, telecopy, telegram or cable) believed by it to be given it genuine and correct and to have been signed or sent by or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to the Company or the Pledgors), independent accountants and other experts selected by the Trustee from time Collateral Agent. As to time as required or permitted by this Indenture and the Intercreditor Agreement. Except as directed by the Trustee and as required or permitted by any matters not expressly provided for in this Indenture, the Intercreditor Agreement or the other Collateral Documents relating to the Notes, the Collateral Agent shall not in all cases be obligated: (ifully protected in acting, or in refraining from acting, in accordance with instructions given by the Trustee and/or the appropriate agent(s) or other representative(s) of the holders of any Permitted Lien Indebtedness as specified in Section 12.8(b), and any action taken or failure to act upon directions purported pursuant thereto shall be binding on all Pledgors and holders of Secured Obligations. Notwithstanding anything to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any Lien securing the Notes and the Guarantees of the Notes; or (iii) to take any other action whatsoever with regard to any or all of the Liens securing the Notes and the Guarantees of the Notescontrary herein, the Collateral Documents relating Agent shall in all cases be permitted to rely on notice from the Notes Trustee as to whether there has occurred and is continuing an Event of Default under this Indenture and on notice from the appropriate agent(s) or other representative(s) of the Collateralholders of any Permitted Lien Indebtedness as to whether there has occurred and is continuing an event of default under the instruments governing such Permitted Lien Indebtedness. (c) Except for action expressly required of the Collateral Agent hereunder, the Collateral Agent shall, notwithstanding anything to the contrary herein, in all cases be fully justified in failing or refusing to act hereunder unless and until it shall be further indemnified to its satisfaction by the holders of the Secured Obligations against any and all loss, cost, expense or liability which may be incurred by it by reason of taking or refusing to take any such action. The Collateral Agent is authorized and empowered to appoint one or more co-agents or sub-agents or attorneys-in-fact as it deems necessary or appropriate in connection herewith and shall not be liable for required to take any action that is in its opinion contrary to law or to the negligence terms of this Indenture or, except with respect to determining who may direct the Collateral Agent to act or misconduct refrain from taking action, any instrument governing any Permitted Lien Indebtedness, or which would in its opinion subject it or any of any such agents its officers, employees or attorneys-in-fact selected by it in good faithdirectors to liability. (d) The Except as expressly provided herein, the Collateral Agent shall be accountable only for have no duty to take any affirmative steps with respect to the collection of amounts that it actually receives payable in respect to the Pledged Collateral. (i) Until such time as a result of the enforcement of this IndentureSecured Obligations shall have been paid in full, the Collateral Documents relating Agent may at any time, by giving written notice to the Notes or Company and the Liens created by Trustee (if the Collateral Documents relating Agent is not then the Trustee) and the appropriate agent(s) or other representative(s) of the holders of any Permitted Lien Indebtedness resign and be discharged of the responsibilities hereby created, such resignation to the Notes. become effective upon (ex) The Trustee may, from time to time, appoint another financial institution to act as Collateral Agent so long as such institution meets the requirements applicable to the Trustee as set forth in Section 7.09. Subject to the appointment and acceptance of a successor Collateral Agent and (y) the acceptance of such appointment by such successor Collateral Agent. As promptly as provided in this subsectionpracticable after the giving of any such notice, the Collateral Agent (if other than the Trustee) may resign at any time by notifying the Trustee and the Issuer. Upon any such resignation, the Trustee Company shall have the right to appoint a successor Collateral Agent, which successor Collateral Agent shall be approved by the Trustee and the appropriate agent(s) or other representative(s) of the holders of any Permitted Lien Indebtedness (which approval shall not be unreasonably withheld). If no successor Collateral Agent shall have been so be appointed by the Trustee and shall have accepted such appointment within 30 90 days after the retiring Collateral Agent gives the aforesaid notice of its resignation, then the retiring Collateral Agent may, on behalf or the Trustee or the appropriate agent(s) or other representative(s) of the Holders and the Trustee, holders of any Permitted Lien Indebtedness may apply to any court of competent jurisdiction to appoint a successor Collateral Agent to act until such time, if any, as a successor shall have been appointed as provided in this clause (e)(i). Any successor so appointed by such court shall immediately and without further act be superseded by any successor Collateral Agent appointed by the Company, with the approval of the Trustee and the appropriate agent(s) or other representative(s) of the holders of any Permitted Lien Indebtedness (which approval shall meet not be unreasonably withheld), as provided above in this clause (i) The Collateral Agent may be removed at any time at the eligibility requirements applicable written direction of the Requisite Obligees, with notice delivered to the Trustee, the appropriate agent(s) or other representative(s) of the holders of Permitted Lien Indebtedness and the Company. (ii) If at any time the Collateral Agent shall be removed or otherwise become incapable of acting, or if at any time a vacancy shall occur in the office of the Collateral Agent for any other cause (other than a resignation governed by the preceding clause (e)(i)), a successor Collateral Agent shall be appointed by the Company, with the approval of the Trustee and the appropriate agent(s) or other representative(s) of the holders of any Permitted Lien Indebtedness (such approval not to be unreasonably withheld). If no successor Collateral Agent has been appointed by the Company within 90 days after such vacancy is created, the Trustee and/or such agent(s) or other representative(s) may apply to any court of competent jurisdiction to appoint a successor Collateral Agent to act until such time, if any, as a successor shall have been appointed as provided in this clause (e)(ii). The powers, duties, authority and title of the predecessor Collateral Agent shall be terminated and cancelled without procuring the resignation of such predecessor and without any other formality (except as may be required by applicable law) other than appointment and designation of a successor by the Company in the manner set forth above, in Section 7.09 writing duly acknowledged and delivered to the predecessor, the appropriate agent(s) or other representative(s) of the holders of Permitted Lien Indebtedness and the Trustee. Such appointment and designation shall accept be full evidence of the right and comply in authority to make the same and of all material respects with the Collateral Documents. Upon a successor’s acceptance of its appointment as facts therein recited, and this Indenture, the instruments governing any Permitted Lien Indebtedness and any Agreement With Collateral Agent hereunderentered into pursuant to Section 12.14 shall vest in such successor, such successor shall succeed to and become vested with without any further act, deed or conveyance, all the estates, properties, rights, powers, privileges trusts, duties, authority and duties title of its predecessor; but such predecessor shall, nevertheless, on the written request of the retiring Collateral Agent Trustee, the appropriate agent(s) or other representative(s) of the holders of Permitted Lien Indebtedness, the Company or the successor, execute and deliver an instrument transferring to such successor all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor hereunder and under the Collateral Documents, and the retiring Collateral Agent shall be discharged from by it or its duties and obligations hereunder and under the Collateral Documents. If the Trustee shall be acting at any time as the Collateral Agent, then it will be deemed agents to have resigned as Collateral Agent upon its replacement as Trustee pursuant to Section 7.07, and the successor Trustee shall select (or may act as) the replacement Collateral Agentsuch successor. (fiii) The Collateral Agent who has resigned or been removed shall have all of the rights of the Trustee under Article VII of this Indenturebe entitled to fees, including, without limitation, the rights to compensation, indemnification costs and resignation. (g) At all times when the Trustee is not itself the Collateral Agent, the Issuer will deliver expenses to the Trustee copies of all Collateral Documents extent incurred or arising, or relating to the Notes delivered to the Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to the Collateral Documents relating to the Notesevents occurring, before its resignation or removal.