INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT

Exhibit 10.17

I NTERCREDITOR A ND C OLLATERAL A GENCY A GREEMENT

D ATED AS OF M ARCH  16, 2007

B Y AND A MONG

T HE N OTEHOLDERS N AMED I N S CHEDULE I H ERETO ,

B RANCH B ANKING AND T RUST C OMPANY ,

A ND

B RANCH B ANKING AND T RUST C OMPANY , A S C OLLATERAL A GENT

TABLE OF CONTENTS

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TABLE OF CONTENTS

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Exhibit 10.17

I NTERCREDITOR AND C OLLATERAL A GENCY A GREEMENT

T HIS I NTERCREDITOR AND C OLLATERAL A GENCY A GREEMENT dated as of March 16, 2007 (this “ Agreement ”) is among (1) the Noteholders named in Schedule I hereto (collectively, the “ Noteholders ”), (2) Branch Banking and Trust Company, a North Carolina banking corporation as successor by merger to Branch Banking and Trust Company of Virginia, as lender ( “BB&T” ), (3) the Additional Creditors (as described below) (the Noteholders, BB&T and the Additional Creditors are collectively referred to as the “ Secured Parties ”), and (4) Branch Banking and Trust Company, as collateral agent for the Secured Parties (together with its permitted successors and assigns, the “ Collateral Agent ”) and acknowledged and agreed to by Trex Company, Inc., a Delaware corporation, as successor by merger to TREX Company, LLC, a Delaware limited liability company (the “ Company ”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in §1 below.

R E C I T A L S:

A. Under and pursuant to the Credit Agreement dated as of June 19, 2002, as amended (as currently amended and as from time to time hereafter amended, restated, supplemented or otherwise modified, the “ Credit Agreement ”) among the Company and BB&T, BB&T has made available to the Company Revolving Loans (as defined therein) up to an aggregate principal amount of $100,000,000, together with a letter of credit subfacility (collectively, the “ Revolving Debt ”) and together with other credit facilities.

B. Under and pursuant to the Note Purchase Agreement dated as of June 19, 2002, among the Company and each of the Noteholders, the Company has issued $40,000,000 in aggregate principal amount of the Company’s 8.32% Senior Secured Notes, Due June 19, 2009 (collectively, the “ Notes ”) (such Note Purchase Agreement, as the same may from time to time be further amended, restated, supplemented or otherwise modified, the “ Note Agreement ”).

C. The Company and the Collateral Agent entered into a Security Agreement dated as of June 19, 2002 (the “Original Security Agreement” ) under and pursuant to the terms and provisions of the Credit Agreement and the Note Agreement. Under the Security Agreement, the Company granted a security interest in various collateral described therein to the Collateral Agent for the benefit of the “Secured Parties” defined therein. In compliance with the terms and provisions of the Credit Agreement and Section 22 of the Note Agreement, on or about September 30, 2004, BB&T and the Noteholders agreed to release the liens of the Original Security Agreement and such liens were released. BB&T has now required the Company to regrant certain of the security interests pledged under and pursuant to the Original Security Agreement and the Company and the Collateral Agent have executed and delivered that certain Security Agreement dated as of March 16, 2007 (the “Security Agreement” ). Pursuant to Section 22 of the Note Agreement, the Noteholders have required the pledge of the security interests described in the Security Agreement for the benefit of the “Secured Parties” as defined therein and have required the execution and delivery of this Agreement.

D. The obligations of the Company under the Note Agreement are secured by the Collateral Documents described below.

E. The obligations of the Company under the Credit Agreement which related to the Revolving Debt also are secured by the Collateral Documents described below.

F. The Company contemplates that from time to time after the date hereof, the Company may, subject to the terms and conditions of the Note Agreement and the Credit Agreement, incur additional Funded Debt (as defined in the Note Agreement) or Debt issued under a Qualified Replacement Credit Agreement (as defined in the Note Agreement and herein the “Qualified Replacement Credit Agreement”) (collectively, the “Additional Funded Debt” ) under agreements evidencing such Additional Funded Debt (the “Additional Facilities” ) which the Company desires to secure by the Collateral. Such Additional Funded Debt shall be permitted to be secured by the Collateral if the obligees of such Additional Funded Debt (the “Additional Creditors” ) execute and deliver a joinder agreement hereto and become a party to this Agreement pursuant to the requirements of §3.5 hereof.

G. Notwithstanding the time or order of attachment or perfection or any provisions to the contrary in any of the Collateral Documents or the fact that a portion of the Secured Obligations are secured by the same Collateral Documents, the Secured Parties desire that the Secured Obligations shall be secured on a senior pari passu basis by the Collateral.

H. The Secured Parties desire to appoint Branch Banking and Trust Company as Collateral Agent to act on behalf of the Secured Parties regarding the Collateral , all as more fully provided herein.

I. The Secured Parties and the Collateral Agent desire to enter into this Agreement to provide, among other things, for (i) the appointment, duties and responsibilities of the Collateral Agent, (ii) the respective priorities, rights and interests of the parties in and to the Collateral, (iii) the orderly administration of the Collateral, (iv) the coordination of any enforcement by the parties of their respective rights under the Note Agreement, the Credit Agreement, the Additional Facility Documents, and the Collateral Documents and (v) the allocation of payments, if any, made under the Collateral Documents and any Material Subsidiary Guaranty, all upon the terms and subject to the conditions set forth in this Agreement.

J. Pursuant to the requirements of the Note Agreement and the Credit Agreement, the Company has requested and the parties hereto have agreed to enter into this Agreement.

N OW , T HEREFORE , in consideration of the premises and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1 D EFINITIONS .

The following terms shall have the meanings assigned to them below in this §1 or in the provisions of this Agreement referred to below:

“Additional Creditors” shall have the meaning assigned thereto in the Recitals hereof.

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“Additional Facilities” shall have the meaning assigned thereto in the Recitals hereof.

“Additional Facility Documents” shall mean all outstanding Additional Facilities (including the Qualified Replacement Credit Agreement, if any), the Additional Facility Notes, the Security Documents and all other mortgages, security agreements, documents, certificates and instruments relating to, arising out of, or in any way connected therewith or any of the transactions contemplated thereby.

“Additional Facility Notes” shall mean the obligations of the Company which are evidenced by the promissory notes issued under the Additional Facilities.

“Additional Funded Debt” shall have the meaning assigned thereto in the Recitals hereof.

“ Affiliate ” means any Person which, directly or indirectly, controls, is controlled by or is under common control with another Person. For purposes of the foregoing, “ control, ” “controlled by” and “under common control with” with respect to any Person shall mean the possession, directly or indirectly, of the power (i) to vote 10% or more of the securities having ordinary voting power of the election of directors of such Person, or (ii) to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or by contract or otherwise.

“ Bankruptcy Proceeding ” shall mean, with respect to any Person, a general assignment of such Person for the benefit of its creditors, or the institution by or against such Person of any proceeding seeking relief as debtor, or seeking to adjudicate such Person as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment or composition of such Person or its debts, under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for such Person or for any substantial part of its property.

“ Cash Equivalent Investments ” shall mean, (a) direct obligations of the United States Government or any agencies thereof and obligations guaranteed by the United States Government, in each case having remaining terms to maturity of not more than thirty days; and (b) certificates of deposit, time deposits and acceptances, including Eurodollar deposits, having remaining terms to maturity of not more than sixty days issued by a United States bank which has a combined capital and surplus of at least $750,000,000 and whose long-term certificates of deposit are rated “A” or better by Standard & Poor’s Ratings Service or “A2” or better by Moody’s Investors Service, Inc.

“ Collateral ” shall mean the “Collateral” as defined in the Security Agreement and as more fully described in Exhibit A hereto.

“ Collateral Documents ” shall mean the “Revolving Credit Loan Collateral Documents” as defined in the Credit Agreement, which secure the Revolving Credit Loan Obligations (as defined in the Credit Agreement) of the Company under the Credit Agreement and the “Collateral Documents” as defined in the Note Agreement, which secure the obligations of the Company under the Note Agreement and the Notes. For purposes of clarifying the usage of the term “Collateral Documents” in the Note

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Agreement, any reference to the term “Security Agreement” in the definition of “Collateral Documents” shall be deemed, automatically and without any further action on the part of any party to this Agreement, to mean and refer to the “Security Agreement” as defined in this Agreement.

“ Company ” shall have the meaning assigned thereto in the Recitals hereof.

“ Credit Agreement ” shall have the meaning assigned thereto in the Recitals hereof.

“ Default ” shall mean an Event of Default or an event or condition which with notice or lapse of time or both would constitute an Event of Default.

“ Event of Default ” shall mean any “Event of Default” as defined in the Note Agreement, the Credit Agreement or any Additional Facility Documents.

“Letter of Credit Collateral Account” shall have the meaning assigned thereto in §6.10 hereto.

“ Lien ” means any mortgage, deed of trust, pledge, security interest, assignment, deposit arrangement, charge, encumbrance or other lien (statutory or otherwise).

“ Make-Whole Amount ” shall have the meaning assigned thereto in the Note Agreement.

“ Material Subsidiary Guaranty ” shall have the meaning assigned thereto in the Note Agreement.

“ Note Agreement ” shall have the meaning assigned thereto in the Recitals hereof.

“ Noteholders ” shall have the meaning assigned thereto in the Recitals hereof.

“ Notes ” shall have the meaning assigned thereto in the Recitals hereof.

“ Person ” shall mean an individual, partnership, limited liability company, corporation, trust, unincorporated organization or any other entity whatsoever, or any government or agency or political subdivision thereof.

“ Pro Rata Share ” shall mean, in respect of any Secured Party as of any date of determination, the proportion which the amount of the Secured Obligations then owing to such Secured Party bears to the aggregate amount of Secured Obligations then owing to all Secured Parties.

“ Required Secured Parties ” shall mean Secured Parties holding more than 75% of the sum of (a) the unused Revolving Commitment (as defined in the Credit Agreement) for so long as the Revolving Commitment is in effect or, if applicable, the unused revolving commitment of the Additional Creditors under the Qualified Replacement Credit Agreement plus (b) the unpaid principal amount of the Revolving and Noteholder Debt plus (c) without duplication with respect to the amounts described in clause (a), the outstanding principal amount of the Additional Funded Debt.

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“ Revolving and Noteholder Debt ” shall mean the Secured Obligations consisting of (a) all unpaid principal of the Revolving Loans (as defined in the Credit Agreement) (including therein the unpaid amount of any drawings under any letters of credit issued under the Credit Agreement and, without duplication, the undrawn portion of the face amount of any such letters of credit), (b) all accrued and unpaid interest and breakage costs thereon, (c) all outstanding principal of the Notes, (d) all accrued and unpaid interest and premium (including without limitation Make-Whole Amount) on the Notes and (e) all fees, commissions, indemnities and other amounts (without duplication of any Revolving and Noteholder Debt) owing to the Revolving and Noteholder Debt Secured Parties.

“ Revolving and Noteholder Debt Secured Parties ” shall mean those Secured Parties which hold Revolving and Noteholder Debt.

“ Revolving Debt ” shall have the meaning assigned thereto in the Recitals hereof.

“ Secured Obligations ” shall mean all of the following, whether now or hereafter existing or arising, and whether due or to become due, absolute or contingent, liquidated or unliquidated, determined or undetermined: (a) the Revolving Credit Loan Obligations (as defined in the Credit Agreement), including without limitation all principal in respect of the Revolving Debt (including unpaid reimbursement obligations relating to any drawings under letters of credit issued under the Credit Agreement and, without duplication, the undrawn portion of the face amount of any such letters of credit, and all principal of fees payable under or in connection with such letters of credit and/or the Revolving Debt) and all interest accrued thereon, (b) the indebtedness, liabilities and other obligations of the Company to the Noteholders under the Note Agreement and the Notes, including without limitation all principal in respect of the Notes and all interest accrued thereon and all premiums thereon, and all fees due under the Note Agreement and the Notes, (c) the indebtedness, obligations and liabilities of the Company to the Additional Creditors under the Additional Facilities and (d) the indebtedness, obligations and liabilities of the Company to the Collateral Agent or any Secured Party secured pursuant to clause (b) of Section 3 of the Security Agreement. Without limitation of the foregoing, it is understood and agreed that in no event shall any indebtedness, liabilities and other obligations of the Company relating to the Real Estate Term Loans 1, 2 and 3 (as defined in the Credit Agreement) be included in this definition of “Secured Obligations.”

“ Secured Party ” shall have the meaning assigned thereto in the introductory paragraph hereof.

“ Security Agreement ” shall mean the Security Agreement dated the date hereof from the Company to the Collateral Agent as the same shall be amended from time to time in accordance with the terms and provisions hereof and thereof.

“ Senior Preferential Payment ” shall mean any payments, or proceeds of the Collateral, from the Company or any other source with respect to the Secured Obligations (including from the exercise of any set-off), cumulatively, but without duplication, which are:

(a) received by a Secured Party within 90 days prior to (1) the commencement of a Bankruptcy Proceeding with respect to the Company or (2) the acceleration of the Notes or the obligations under the Credit Agreement, and which payment reduces the amount of the Secured Obligations owed to such Secured Party below the amount owed to such Secured Party as of the 90th day prior to such commencement or acceleration,

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(b) received by a Secured Party (1) within 90 days prior to the occurrence of any Event of Default which has not been waived or cured within 30 days after the occurrence thereof and which payment reduces the amount of the Secured Obligations owed to such Secured Party below the amount owed to such Secured Party as of the 90th day prior to the occurrence of such Event of Default or (2) within 30 days after the occurrence of such Event of Default, or

(c) received by a Secured Party after the occurrence of a Special Event of Default except as provided in §6.11(b) .

“ Special Event of Default ” shall mean (a) the commencement of a Bankruptcy Proceeding with respect to the Company, (b) any other Event of Default which has not been waived or cured within 30 days after the occurrence thereof, or (c) the acceleration of the Notes or the obligations under the Credit Agreement or under any Additional Facility Documents.

“ Special Trust Account ” shall mean that certain restricted account maintained by the Collateral Agent for the purpose of receiving and holding Senior Preferential Payments.

“ Specified Amount ” shall mean as to any Secured Party the aggregate amount of the Secured Obligations owed to such Secured Party.

“Term Debt” shall mean the Real Estate Term Loan Obligations (as defined in the Credit Agreement).

“ Winchester Collateral ” shall mean the real property and improvements described on Exhibit B hereto.

SECTION 2 P RIORITY OF L IENS .

Section 2.1. Pari Passu Liens of the Secured Parties . All Liens now or hereafter existing in favor of the Collateral Agent, any Secured Party or any other Person on any Collateral to secure the Secured Obligations shall be pari passu at all times, regardless of the fact that a portion of the Secured Obligations are secured by the same Collateral Documents, the time or order of attachment or perfection, any provisions to the contrary in any of the Collateral Documents or any other circumstances whatsoever.

Section 2.2. Liens of Secured Parties in respect of Winchester Collateral . All Liens now or hereafter existing in favor of BB&T or any other Person on the Winchester Collateral shall be to secure the Term Debt only in all respects and at all times, notwithstanding any provisions to the contrary in any of the Collateral Documents or any other circumstances whatsoever.

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Section 2.3. Nonavoidability of Liens . The priorities specified in §2.1 hereof are expressly conditioned upon the nonavoidability and perfection of the Lien to which another Lien is made pari passu and, if the Lien to which another Lien is made pari passu is not perfected or is avoidable, for any reason, then the relative priority agreements provided for in §2.1 hereof shall not be effective as to the particular Collateral which is the subject of the unperfected or avoidable lien.

SECTION 3 R ELATIONSHIPS A MONG S ECURED P ARTIES .

Section 3.1. Restrictions on Actions . Each Secured Party agrees that, so long as any Secured Obligations are outstanding or any Secured Party has any commitment to extend credit in respect thereof pursuant to the terms of the Credit Agreement, the provisions of this Agreement shall provide the exclusive method by which any Secured Party may exercise rights and remedies with respect to the Collateral under the Collateral Documents and under applicable law relating to the rights and remedies of secured creditors. Therefore, each Secured Party shall, for the mutual benefit of all Secured Parties, except as permitted under this Agreement:

(a) refrain from taking or filing any action, judicial or otherwise, to enforce any rights or pursue any remedy under the Collateral Documents, except for delivering notices hereunder;

(b) refrain from (1) selling any Secured Obligations to the Company or any Affiliate of the Company and (2) accepting any guaranty of, or any other security for, the Secured Obligations from the Company or any Affiliate of the Company or any other Person, except any guaranty or security granted to the Collateral Agent for the benefit of all Secured Parties in the relative priorities set forth herein; and

(c) refrain from exercising any rights or remedies with respect to the Collateral under the Collateral Documents, or under applicable law relating to the rights and remedies of secured creditors, which have or may have arisen or which may arise as a result of a Default or Event of Default or otherwise;

provided, however , that nothing contained in subsections (a) through (c) above shall prevent any Secured Party from exercising or enforcing any other right or remedy available to any Secured Party under the Note Agreement, the Notes, the Credit Agreement, the other Loan Documents (as defined in the Credit Agreement), or the Additional Facility Documents, as the case may be, including, without limitation, accelerating the maturity of the Secured Obligations, terminating any commitments to lend additional money to the Company under the Credit Agreement (or, if applicable, under any Qualified Replacement Credit Agreement) in accordance with the terms thereof, imposing a default rate of interest in accordance with the Credit Agreement, the Note Agreement or the Additional Facility Documents, as applicable, raising any defenses in any action in which it has been made a party defendant or has been joined as a third party, except that the Collateral Agent may, but shall not be obligated to, direct and control any defense directly relating to the Collateral or any one or more of the Collateral Documents, which shall be governed by the provisions of this Agreement. NOTWITHSTANDING THE FOREGOING, NO SECURED PARTY SHALL EXERCISE, OR ATTEMPT TO EXERCISE, ANY RIGHT OF SET-OFF, BANKER’S LIEN, OR THE LIKE, AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF THE COMPANY OR ANY OF ITS SUBSIDIARIES HELD OR MAINTAINED BY THE SECURED PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE COLLATERAL AGENT AND THE REQUIRED SECURED PARTIES.

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Section 3.2. Representations and Warranties . (a) Each of the Secured Parties represents and warrants to the other parties hereto that:

(1) It (i) is either (x) a corporation duly organized, existing and in good standing under the laws of the jurisdiction of its incorporation or (y) a national banking association duly incorporated and existing under the laws of the United States of America or a state-licensed branch of a foreign bank, and (ii) has all requisite power (corporate or otherwise) to own its property and conduct its business as now conducted and as presently contemplated.

(2) The execution, delivery and performance by such Secured Party of this Agreement has been authorized by all necessary proceedings (corporate or otherwise) and does not and will not contravene any provision of law, its charter or by-laws or any amendment thereof, or of any indenture, agreement, instrument or undertaking binding upon such Secured Party.

(3) The execution, delivery and performance by such Secured Party of this Agreement will result in a valid and legally binding obligation of such Secured Party enforceable in accordance with its terms.

(b) The Collateral Agent hereby represents and warrants as of the date hereof that:

(1) Collateral Agent is a state banking corporation validly existing and in good standing under the laws of the State of North Carolina.

(2) Collateral Agent has full power, authority and legal right under the laws of North Carolina pertaining to its banking powers to execute, deliver, and perform this Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Agreement.

(3) Execution, delivery and performance by the Collateral Agent of this Agreement will not contravene any law, rule or regulation of the United States or any United States governmental authority or agency regulating the Collateral Agent’s banking activities or any judgment or order applicable to or binding on the Collateral Agent and will not contravene or result in any breach of, or constitute a default under, the Collateral Agent’s constitutive documents or the provision of any indenture, mortgage, contract or other agreement to which it is a party or by which it or any of its properties is bound.

(4) Execution, delivery and performance by the Collateral Agent of this Agreement will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any United States governmental authority or agency regulating the banking activities of the Collateral Agent.

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(5) This Agreement has been duly executed and delivered by the Collateral Agent and constitutes the legal, valid, and binding agreement of the Collateral Agent, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law).

Section 3.3. Cooperation; Accountings . Each of the parties hereto will, upon the reasonable request of another party, from time to time execute and deliver or cause to be executed and delivered such further instruments, and do and cause to be done such further acts as may be necessary or proper to carry out more effectively the provisions of this Agreement. The Secured Parties agree to provide to each other upon reasonable request a statement of all payments received in respect of Secured Obligations.

Section 3.4. Termination of Credit Agreement and Note Agreement; Amendments to Credit Agreement or Note Agreement . (a) Upon final payment in full of all Secured Obligations owing to any Secured Party, and, in the case of BB&T or any Additional Creditors under the Qualified Replacement Credit Agreement, after the termination of BB&T’s Revolving Commitment (as defined in the Credit Agreement) or such Additional Creditors’ commitment to lend under the Qualified Replacement Credit Agreement, as applicable, such Secured Party shall cease to be a party to this Agreement; provided, however , if all or any part of any payments to such Secured Party are invalidated or set aside or required to be paid or repaid to any Person in any Bankruptcy Proceeding or otherwise (including, without limitation, any payment required to be made by such Secured Party to one or more of the other Secured Parties pursuant to §6.15 hereof), then this Agreement shall be renewed as of such date and shall thereafter continue in full force and effect to the extent of the Secured Obligations so invalidated, set aside, paid or repaid.

(b) The Secured Parties agree with each other that neither (i) the Noteholders in the case of the Note Agreement, (ii) BB&T in the case of the Credit Agreement, and (iii) the relevant Additional Creditors party to any Qualified Replacement Credit Agreement, if any, will effect or agree to any waiver, amendment, restatement, extension or modification to the Note Agreement, the Credit Agreement, or the Qualified Replacement Credit Agreement, if any, as the case may be, which shall have the effect of (1) increasing the aggregate principal amount of indebtedness owed (or commitments to lend) thereunder other than additional Funded Debt (as defined in the Note Agreement) which the Company is permitted to incur under the relevant terms and provisions of the Note Agreement without giving effect to any amendment thereto after the date hereof, (2) shortening the scheduled amortization of the indebtedness (excluding the Term Debt) issued thereunder from the amortization in effect as of the date hereof or (3) (A) in the case of the Note Agreement, increase the rate of interest borne by the Notes by more than 100 basis points per annum (other than the imposition of the relevant default rate of interest; provided that there shall be no increase in any such default rate from the rate imposed on the date hereof), (B) in the case of the Credit Agreement, increase the interest rate on the Revolving Debt by increasing any margin over the LIBOR rate (as defined in the Credit Agreement) assessed with respect to the Revolving Debt by more than 100 basis points per annum from such margins which are in effect on the date hereof, and with respect to any interest rate or percentage fee assessed with respect to the Revolving Debt determined without reference to such LIBOR rate, no increase in such interest rate or percentage fee shall be made by an amount which exceeds 100 basis points per annum from such rate or percentage fee in effect on

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the date hereof (other than the imposition of the relevant default rate of interest; provided that there shall be no increase in any such default rate from the rate imposed on the date hereof), and (C) in the case of any Qualified Replacement Credit Agreement, increases the interest rate thereon which would result in an interest rate in excess of such rate which is or would have been permitted under clause (B) above if the Additional Funded Debt thereunder was considered to be Revolving Debt under the Credit Agreement, in each case without the prior written approval of BB&T (or, if applicable, the Additional Creditors under any Qualified Replacement Credit Agreement) and the holders of at least 66-2/3% in principal amount of the Notes at the time outstanding.

Section 3.5. Additional Creditor . Additional Creditors may, upon compliance with the relevant provisions of the Note Agreement, the Credit Agreement and any outstanding Additional Facility, become “ Secured Parties ” hereunder by executing and delivering to the Collateral Agent and to each of the then existing Secured Parties (a) a joinder agreement in the form attached hereto as Exhibit C and (b) a copy of the Additional Facility or Additional Facilities to which such Person is a party. Accordingly, upon the execution and delivery of any such copy of this Agreement by any such Person, such Person, shall, upon delivery thereof to the then existing Secured Parties, thereafter become a Secured Party for all purposes of this Agreement.

SECTION 4 A PPOINTMENT A ND A UTHORIZATION O F C OLLATERAL A GENT .

(a) Each Secured Party hereby irrevocably designates and appoints Branch Banking and Trust Company as the Collateral Agent of such Secured Party under this Agreement and the Collateral Documents, and each Secured Party hereby irrevocably authorizes Branch Banking and Trust Company as the Collateral Agent for such Secured Party to execute and enter into each of the Collateral Documents and all other instruments relating to said Collateral Documents and (i) to take action on its behalf and exercise such powers and use such discretion as are e