COLLATERAL TRUST AGREEMENT

Exhibit 4.10

EXECUTION COPY

COLLATERAL TRUST AGREEMENT

dated as of August 14, 2009

among

AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC ,

ACEP FINANCE CORP. ,

the GUARANTORS from time to time party hereto,

THE BANK OF NEW YORK MELLON ,
as Trustee under the Indenture

and

THE BANK OF NEW YORK MELLON ,
as Collateral Trustee

TABLE OF CONTENTS

     This Collateral Trust Agreement (this “ Agreement ” ) is dated as of August 14, 2009 and is by and among American Casino & Entertainment Properties LLC, a Delaware limited liability company ( “ ACEP” ), ACEP Finance Corp., a Delaware corporation (together with ACEP, each an “ Issuer” and, collectively, the “ Issuers” ), the Guarantors from time to time party hereto, The Bank of New York Mellon, as Trustee (as defined below), and The Bank of New York Mellon, as Collateral Trustee (in such capacity and, together with its successors and assigns in such capacity, the “ Collateral Trustee ” ).

RECITALS

     The Issuers intend to issue 11% Senior Secured Notes due 2014 (including any related exchange notes, the “ Notes” ) in an aggregate principal amount of $375,000,000 pursuant to an Indenture, dated as of the date hereof (as it may be amended, restated, supplemented or otherwise modified from time to time, the “ Indenture” ), by and among the Issuers, each Guarantor from time to time party thereto and The Bank of New York Mellon, as trustee (in such capacity and, together with its successors in such capacity, the “ Trustee” ).

     Pursuant to the Security Documents and the Indenture, the Notes will be secured by the Collateral. Other Indebtedness incurred after the date hereof may be secured equally and ratably with the Notes if, among other things (a) such other Indebtedness was permitted to be incurred and so secured pursuant to the restrictive covenants contained in the Indenture, (b) the Issuers have designated such other Indebtedness as being entitled to the benefit of this Agreement and (c) the representative under the documentation governing such other Indebtedness delivers a lien sharing and priority confirmation to the Collateral Trustee (all as more fully provided for in this Agreement).

     This Agreement sets forth the terms on which each Secured Party has appointed the Collateral Trustee to act as the collateral trustee for the present and future holders of the Secured Debt Obligations to receive, hold, maintain, administer and distribute the Collateral at any time delivered to the Collateral Trustee or the subject of the Security Documents, and to enforce the Security Documents and all interests, rights, powers and remedies of the Collateral Trustee with respect thereto or thereunder and the proceeds thereof.

     Capitalized terms used in this Agreement have the meanings assigned to them above or in Article 1 below.

AGREEMENT

     In consideration of the premises and the mutual agreements herein set forth, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

ARTICLE 1. DEFINITIONS; PRINCIPLES OF CONSTRUCTION

     SECTION 1.1 Defined Terms . The following terms will have the following meanings:

      “ ACEP ” has the meaning set forth in the preamble.

      “ Act of Required Debtholders ” means, as to any matter at any time, a direction in writing delivered to the Collateral Trustee by or with the written consent of the holders of Secured Debt representing the Required Debtholders. For purposes of this definition, (a) Secured Debt registered in the name of, or beneficially owned by, any Issuer or any Affiliate thereof will be deemed not to be outstanding and (b) votes will be determined in accordance with Section 7.2.

      “ Additional Secured Debt ” has the meaning set forth in Section 3.8.

      “Additional Secured Debt Designation” mean a notice is substantially the form of Exhibit A .

      “ Agreement ” has the meaning set forth in the preamble.

      “ Collateral ” means, in the case of each Series of Secured Debt, all properties and assets of the Issuers and the Guarantors now owned or hereafter acquired in which Liens have been granted to the Collateral Trustee to secure the Secured Debt Obligations, and shall exclude any properties and assets in which the Collateral Trustee is required to release its Liens pursuant to Section 3.2; provided that, if such Liens are required to be released as a result of the sale, transfer or other disposition of any properties or assets of an Issuer or any Guarantor, such assets or properties will cease to be excluded from the Collateral if an Issuer or any Guarantor thereafter acquires or reacquires such assets or properties.

      “ Collateral Trustee ” has the meaning set forth in the preamble.

      “ Collateral Trust Joinder ” means (i) with respect to the provisions of this Agreement relating to any Additional Secured Debt, an agreement substantially in the form of Exhibit B and (ii) with respect to the provisions of this Agreement relating to the addition of additional Guarantors, an agreement substantially in the form of Exhibit C .

      “ Environmental Claim ” means any investigation, notice, violation, demand, allegation, action, suit, injunction, judgment, order, consent decree, penalty, fine, lien, proceeding or claim (whether administrative, judicial or private in nature) relating to the Mortgaged Premises arising (a) pursuant to, or in connection with an actual or alleged violation of, any Environmental Law, whether foreseen or unforeseen at the time of execution of this Agreement, (b) from any abatement, removal, remedial, corrective or response action in connection with a Hazardous Material, Environmental Law or order of a governmental authority, or (c) from any actual or alleged damage, injury, threat or harm to health, safety, natural resources or the environment.

      “ Environmental Liabilities ” means any liability arising from environmental issues on, in connection with or relating to the Mortgaged Premises, including, without limitation, any and all losses, claims, damages, penalties, liabilities, costs and expenses (including reasonable attorneys’ fees and court costs), fines, injuries and response costs (including the cost of any investigation, testing, monitoring, repair, cleanup, detoxification, preparation of any closure or other plans, or other removal, response or remedial action at or relating to the Mortgaged Premises) from, against, and with respect to, as a direct or indirect result of, or arising out of, any Release, Hazardous Material Activity, or Environmental Claim, or alleged or actual violation of any

Environmental Law, except for damages arising from any Indemnitee’s willful misconduct or gross negligence.

      “ Environmental Law ” means any current or future legal requirement pertaining to (a) the protection of health, safety and the indoor or outdoor environment, (b) the protection, conservation, management or use of land, natural resources, and wildlife, (c) the protection or use of surface water or groundwater, (d) the management, manufacture, possession, presence, use, generation, transportation, treatment, storage, disposal, Release, threatened Release, abatement, removal, remediation or handling of, or exposure to, any Hazardous Material, or (e) pollution (including any Release to air, land, surface water or groundwater), and any amendment, rule, regulation, order or directive issued thereunder.

      “ Equally and Ratably ” means, in reference to sharing of Liens or proceeds thereof as among holders of Secured Debt Obligations, that such Liens or proceeds:

     (1) will be allocated and distributed first to the Secured Debt Representative for each outstanding Series of Secured Debt, for the account of the holders of such Series of Secured Debt, ratably in proportion to the principal of, and interest and premium (if any) and reimbursement obligations (contingent or otherwise) with respect to letters of credit, if any, outstanding (whether or not drawings have been made under such letters of credit) on each outstanding Series of Secured Debt when the allocation or distribution is made, and thereafter;

     (2) will be allocated and distributed (if any remain after payment in full of all of the principal of, and interest and premium (if any) and reimbursement obligations (contingent or otherwise) with respect to letters of credit, if any, outstanding (whether or not drawings have been made on such letters of credit) on all outstanding Secured Debt Obligations) to the Secured Debt Representative for each outstanding Series of Secured Debt Obligations, for the account of the holders of any remaining Secured Debt Obligations, ratably in proportion to the aggregate unpaid amount of such remaining Secured Debt Obligations due and demanded (with written notice to the applicable Secured Debt Representative and the Collateral Trustee) prior to the date such distribution is made.

      “ Guarantors” means any Subsidiary of ACEP that executes a Note Guarantee in accordance with the provisions of the Indenture or any other Secured Debt Document, and their respective successors and assigns, in each case until the Note Guarantee of such Person has been released in accordance with the provisions of the Indenture or such other Secured Debt Document, as applicable.

      “ Hazardous Material ” means any substance, chemical, compound, product, solid, gas, liquid, waste, byproduct, pollutant, contaminant or material which is hazardous, toxic, or otherwise regulated by Environmental Law and includes, without limitation, (a) asbestos, polychlorinated biphenyls and petroleum (including crude oil or any fraction thereof) and (b) any material classified or regulated as “hazardous” or “toxic” or words of like import pursuant to an Environmental Law.

      “ Hazardous Material Activity ” means any activity, event or occurrence involving a Hazardous Material, whether foreseen or unforeseen at the time of execution of this Agreement, except any activity, event or occurrence in the normal course of business that is in strict compliance with the applicable Environmental Laws, including, without limitation, the manufacture, possession, presence, use, generation, transportation, treatment, storage, disposal, Release, threatened Release, abatement, removal, remediation, handling of or corrective or response action to any Hazardous Material.

      “ Indemnified Liabilities ” means any and all liabilities (including but not limited to all Environmental Liabilities), claims, obligations, losses, damages, penalties, actions, judgments, suits, costs, taxes, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, performance, administration or enforcement of this Agreement or any of the other Security Documents, including amounts with respect to indemnification and any of the foregoing relating to the use of proceeds of any Secured Debt or the violation of, noncompliance with or liability under, any law (including but not limited to Environmental Laws) applicable to or enforceable against any Issuer, any Guarantor or any of their respective Subsidiaries or any of the Collateral and all reasonable costs and expenses (including reasonable fees and expenses of legal counsel selected by the Indemnitee, including, for the holders of each respective Series of Secured Debt, the reasonable fees and expenses of one primary legal counsel (and, if reasonably required, local, foreign and specialist counsel), selected by the applicable Secured Debt Representative for each such Series of Secured Debt) incurred by any Indemnitee in connection with any claim, action, investigation or proceeding in any respect relating to any of the foregoing, whether or not suit is brought.

      “ Indemnitee ” has the meaning set forth in Section 7.9(a).

      “ Indenture ” has the meaning set forth in the recitals.

      “ Insolvency or Liquidation Proceeding ” means:

     (1) any case commenced by or against any Issuer or any Guarantor under Title 11, U.S. Code or any similar federal or state law for the relief of debtors, any other proceeding for the reorganization, recapitalization or adjustment or marshalling of the assets or liabilities of any Issuer or any Guarantor, any receivership or assignment for the benefit of creditors relating to any Issuer or any Guarantor or any similar case or proceeding relative to any Issuer or any Guarantor or its creditors, as such, in each case whether or not voluntary;

     (2) any liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to any Issuer or any Guarantor, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency; or

     (3) any other proceeding of any type or nature in which substantially all claims of creditors of any Issuer or any Guarantor are determined and any payment or distribution is or may be made on account of such claims.

      “ Issuers ” has the meaning set forth in the preamble.

      “ Mortgaged Premises ” means the property pledged to the Collateral Trustee, solely in its capacity as Collateral Trustee for and on behalf of the Secured Parties, by W2007 Stratosphere Propco, L.P., W2007 Stratosphere Land Propco, L.P., W2007 Aquarius Propco, L.P., W2007 Arizona Charlie’s Propco, L.P. and W2007 Fresca Propco, L.P. pursuant to that certain Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing bearing even date herewith.

      “ Notes ” has the meaning set forth in the recitals.

      “ Note Documents ” means the Indenture, the Notes and the Security Documents.

      “ Obligations ” means any principal (including reimbursement obligations with respect to letters of credit whether or not drawn), interest (including all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Secured Debt Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding), premium (if any), fees, indemnifications, reimbursements, expenses and other liabilities payable under the documentation governing any Indebtedness.

      “ Officer ” means, with respect to any Person, the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice President of such Person.

      “ Officer’s Certificate ” means a certificate with respect to compliance with a condition or covenant provided for in this Agreement, signed on behalf of the Issuers by an Officer, including:

     (a) a statement that the Person making such certificate has read such covenant or condition;

     (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate are based;

     (c) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

     (d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

      “ Permitted Prior Liens ” means:

     (1) Liens described in clauses (8), (9) and (12) of the definition of “Permitted Liens” under the Indenture; and

     (2) Permitted Liens that arise by operation of law and are not voluntarily granted, to the extent entitled by law to priority over the Liens created by the Security Documents.

      “ Release ” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, migration, dumping, or disposing into the indoor or outdoor environment, including, without limitation, the abandonment or discarding of barrels, drums, containers, tanks or other receptacles containing or previously containing any Hazardous Material.

      “ Required Debtholders ” means, at any time, the holders of more than 50% of the sum of:

     (a) the aggregate outstanding principal amount of Secured Debt (including outstanding letters of credit whether or not then available or drawn); and

     (b) other than in connection with the exercise of remedies, the aggregate unfunded commitments to extend credit which, when funded, would constitute Secured Debt.

     For purposes of this definition, (a) Secured Debt registered in the name of, or beneficially owned by, any Issuer or any Affiliate thereof will be deemed not to be outstanding and (b) votes will be determined in accordance with the provisions of Section 7.2.

      “ Secured Debt ” means:

     (1) the Notes issued on the date hereof (including any related exchange notes); and

     (2) Indebtedness under any Credit Facility that is secured Equally and Ratably with the Notes by a Secured Debt Lien that was permitted to be incurred and so secured under each applicable Secured Debt Document;

provided , in the case of any Indebtedness referred to in clause (2) of this definition, that:

     (a) on or before the date on which such Indebtedness is incurred by any Issuer or any Guarantor, such Indebtedness is designated by the Issuers as “Secured Debt” for the purposes of the Secured Debt Documents in an Additional Secured Debt Designation executed and delivered in accordance with Section 3.8(a);

     (b) the Secured Debt Representative for such Indebtedness executes and delivers a Collateral Trust Joinder in accordance with Section 3.8(b); and

     (c) all other requirements set forth in Section 3.8 have been complied with.

      “ Secured Debt Default ” means any event or condition which, under the terms of any Secured Debt Document governing any Series of Secured Debt causes, or permits holders of Secured Debt outstanding thereunder (with or without the giving of notice or lapse of time, or both, and whether or not notice has been given or time has lapsed) to cause, the Secured Debt outstanding thereunder to become immediately due and payable.

      “ Secured Debt Documents ” means, collectively, the Note Documents and the indenture, credit agreement or other agreement governing each other Series of Secured Debt and the Security Documents.

      “ Secured Debt Lien” means a Lien granted by a Security Document to the Collateral Trustee, at any time, upon any property of any Issuer or any Guarantor to secure Secured Debt Obligations.

      “ Secured Debt Obligations ” means Secured Debt and all other Obligations in respect thereof.

      “ Secured Debt Representative ” means:

     (1) in the case of the Notes, the Trustee; or

     (2) in the case of any other Series of Secured Debt, the trustee, agent or representative of the holders of such Series of Secured Debt who maintains the transfer register for such Series of Secured Debt and (A) is appointed as a Secured Debt Representative (for purposes related to the administration of the Security Documents) pursuant to the indenture, credit agreement or other agreement governing such Series of Secured Debt, together with its successors in such capacity and (B) that has executed a Collateral Trust Joinder.

      “ Secured Parties ” means the holders of Secured Debt Obligations and the Secured Debt Representatives.

      “ Security Documents ” means this Agreement, each Collateral Trust Joinder and all security agreements, pledge agreements, collateral assignments, mortgages, collateral agency agreements, control agreements, deeds of trust or other grants or transfers for security executed and delivered by any Issuer or any Guarantor creating (or purporting to create) a Lien upon Collateral in favor of the Collateral Trustee, for the benefit of the Secured Parties, in each case, as amended, modified, renewed, restated or replaced, in whole or in part, from time to time, in accordance with its terms and Section 7.2.

      “ Series of Secured Debt ” means, severally, the Notes and each other issue or series of Secured Debt for which a single transfer register is maintained.

      “ Trustee ” has the meaning set forth in the recitals.

      “ Trust Estate ” has the meaning set forth in Section 2.1.

      “ UCC ” means the Uniform Commercial Code as in effect in the State of New York or any other applicable jurisdiction.

     SECTION 1.2 Rules of Interpretation .

          (a) All terms used in this Agreement and not otherwise defined herein have the meanings assigned to them in the Indenture or the UCC, as applicable.

          (b) Unless otherwise indicated, any reference to any agreement or instrument will be deemed to include a reference to that agreement or instrument as assigned, amended, supplemented, amended and restated, or otherwise modified and in effect from time to time or replaced in accordance with the terms of this Agreement.

          (c) The use in this Agreement or any of the other Security Documents of the word “include” or “including,” when following any general statement, term or matter, will not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not nonlimiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but will be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The word “will” shall be construed to have the same meaning and effect as the word “shall.” The definitions set forth herein shall apply equally to both the singular and plural forms of the terms defined.

          (d) References to “Sections,” “clauses,” “recitals” and the “preamble” will be to Sections, clauses, recitals and the preamble, respectively, of this Agreement unless otherwise specifically provided. References to “Articles” will be to Articles of this Agreement unless otherwise specifically provided. References to “Exhibits” and “Schedules” will be to Exhibits and Schedules, respectively, to this Agreement unless otherwise specifically provided.

          (e) Notwithstanding anything to the contrary in this Agreement, any references contained herein to any section, clause, paragraph, definition or other provision of the Indenture (including any definition contained therein) shall be deemed to be a reference to such section, clause, paragraph, definition or other provision as in effect on the date of this Agreement; provided , that any reference to any such section, clause, paragraph or other provision shall refer to such section, clause, paragraph or other provision of the Indenture (including any definition contained therein) as amended or modified from time to time if such amendment or modification has been made in accordance with the Indenture.

          (f) This Agreement and the other Security Documents will be construed without regard to the identity of the party who drafted it and as though the parties participated equally in drafting it. Consequently, each of the parties acknowledges and agrees that any rule of construction that a document is to be construed against the drafting party will not be applicable either to this Agreement or the other Security Documents.

ARTICLE 2. THE TRUST ESTATE

     SECTION 2.1 Declaration of Trust .

     To secure the payment of the Secured Debt Obligations and in consideration of the mutual agreements set forth in this Agreement, each Issuer and each Guarantor hereby grants to the Collateral Trustee, and the Collateral Trustee hereby accepts and agrees to hold, in trust under this Agreement for the benefit of all present and future holders of Secured Debt Obligations, all of such Issuer’s or Guarantor’s right, title and interest in, to and under all Collateral granted to the Collateral Trustee under any Security Document for the benefit of the holders of Secured Debt Obligations, together with all of the Collateral Trustee’s right, title and interest in, to and under the Security Documents, and all interests, rights, powers and remedies of the Collateral Trustee thereunder or in respect thereof and all cash and non-cash proceeds thereof (collectively, the “ Trust Estate ” ).

     The Collateral Trustee and its successors and assigns under this Agreement will hold the Trust Estate in trust for the benefit solely and exclusively of all present and future holders of Secured Debt Obligations as security for the payment of all present and future Secured Debt Obligations.

     Notwithstanding the foregoing, if at any time:

     (1) all Liens securing the Secured Debt Obligations have been released as provided in Section 4.1;

     (2) the Collateral Trustee holds no other property in trust as part of the Trust Estate;

     (3) no monetary obligation (other than indemnification and other contingent obligations not then due and payable and letters of credit that have been cash collateralized (at the lower of (A) 100% of the aggregate undrawn amount and (B) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Secured Debt Document) is outstanding and payable under this Agreement to the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity);

     (4) each Issuer delivers to the Collateral Trustee an Officer’s Certificate stating that all Secured Debt Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Secured Debt Documents and that the Issuers and Guarantors are not required by any Secured Debt Document to grant any Secured Debt Lien upon any property; and

     (5) all amounts due and owing to the Collateral Trustee have been paid in full,

then the trust arising hereunder will terminate, except that all provisions set forth in Sections 7.8 and 7.9 that are enforceable by the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity) will remain enforceable in accordance with their terms.

     The parties further declare and covenant that the Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein.

     SECTION 2.2 Collateral Shared Equally and Ratably . The parties to this Agreement agree that the payment and satisfaction of all of the Secured Debt Obligations will be secured Equally and Ratably by the Liens established in favor of the Collateral Trustee for the benefit of the Secured Parties.

ARTICLE 3. OBLIGATIONS AND POWERS OF COLLATERAL TRUSTEE

     SECTION 3.1 Undertaking of the Collateral Trustee .

          (a) Each Secured Party acting through its Secured Debt Representative hereby appoints the Collateral Trustee to serve as collateral trustee hereunder on the terms and conditions set forth herein. Subject to, and in accordance with, this Agreement, the Collateral Trustee is authorized to, as collateral trustee, for the benefit solely and exclusively of the present and future Secured Parties:

          (1) accept, enter into, hold, maintain, administer and enforce all Security Documents, including all Collateral subject thereto, and all Liens created thereunder, perform its obligations under the Security Documents and protect, exercise and enforce the interests, rights, powers and remedies granted or available to it under, pursuant to or in connection with the Security Documents;

          (2) take all lawful and commercially reasonable actions permitted under the Security Documents that it may deem necessary or advisable to protect or preserve its interest in the Collateral subject thereto and such interests, rights, powers and remedies;

          (3) deliver and receive notices pursuant to the Security Documents;

          (4) sell, assign, collect, assemble, foreclose on, institute legal proceedings with respect to, or otherwise exercise or enforce the rights and remedies of a secured party (including a mortgagee, trust deed beneficiary and insurance beneficiary or loss payee) with respect to the Collateral under the Security Documents and its other interests, rights, powers and remedies;

          (5) remit as provided in Section 3.4 all cash proceeds received by the Collateral Trustee from the collection, foreclosure or enforcement of its interest in the Collateral under the Security Documents or any of its other interests, rights, powers or remedies;

          (6) execute and deliver amendments to the Security Documents as from time to time authorized pursuant to Section 7.1 accompanied by an Officer’s Certificate to the effect that the amendment was permitted under Section 7.1; and

          (7) release any Lien granted to it by any Security Document upon any Collateral if and as permitted and required by Section 4.1(b).

          (b) Each party to this Agreement acknowledges and consents to the undertaking of the Collateral Trustee set forth in Section 3.1(a) and agrees to each of the other provisions of this Agreement applicable to the Collateral Trustee.

          (c) Notwithstanding anything to the contrary contained in this Agreement, the Collateral Trustee will not commence any exercise of remedies or any foreclosure actions or otherwise take any action or proceeding against any of the Collateral (other than actions as necessary to prove, protect or preserve the Liens securing the Secured Debt Obligations) unless and until it shall have been directed by written notice of an Act of Required Debtholders and then only in accordance with the provisions of this Agreement and all applicable Gaming Laws.

          (d) Notwithstanding anything to the contrary contained in this Agreement, neither an Issuer nor any of its Affiliates may act as Collateral Trustee.

     SECTION 3.2 Release or Subordination of Liens . The Collateral Trustee will not release or subordinate any Lien of the Collateral Trustee or consent to the release or subordination of any Lien of the Collateral Trustee, except:

          (a) as directed by an Act of Required Debtholders accompanied by an Officer’s Certificate to the effect that the release or subordination was permitted by each applicable Secured Debt Document and all conditions precedent to such release or subordination have been satisfied;

          (b) as required by Article 4; or

          (c) as ordered pursuant to applicable law under a final and nonappealable order or judgment of a court of competent jurisdiction.

     SECTION 3.3 Enforcement of Liens . If the Collateral Trustee at any time receives written notice that any event has occurred that constitutes a Secured Debt Default entitling the Collateral Trustee to foreclose upon, collect or otherwise enforce its Liens hereunder, the Collateral Trustee will promptly deliver written notice thereof to the Trustee and each other Secured Debt Representative. Thereafter, the Collateral Trustee may await direction by an Act of Required Debtholders and will act, or decline to act, as directed by an Act of Required Debtholders, in the exercise and enforcement of the Collateral Trustee’s interests, rights, powers and remedies in respect of the Collateral or under the Security Documents or applicable law and, following the initiation of such exercise of remedies, the Collateral Trustee will act, or decline to act, with respect to the manner of such exercise of remedies as directed by an Act of Required Debtholders. Unless it has been directed to the contrary by an Act of Required Debtholders, the Collateral Trustee in any event may (but will not be obligated to) take or refrain from taking such action with respect to any default under any Secured Debt Document as it may deem advisable and in the best interest of the holders of Secured Debt Obligations.

     SECTION 3.4 Application of Proceeds .

          (a) The Collateral Trustee will apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral in the following order of application:

     FIRST, to the payment of all amounts payable under this Agreement on account of the Collateral Trustee’s fees and expenses and any reasonable legal fees, costs and expenses or other liabilities of any kind incurred by the Collateral Trustee or any co-trustee or agent of the Collateral Trustee in connection with any Security Document, including but not limited to amounts reasonably necessary to provide for the expenses of the Collateral Trustee in maintaining and disposing of the Collateral (including, but not limited to, all amounts under Section 7.8 and all indemnification payments and reimbursements under Section 7.9);

     SECOND, to the repayment of Indebtedness and other Obligations, other than Secured Debt, secured by a Permitted Prior Lien on the Collateral sold or realized upon to the extent that such other Indebtedness or Obligation is to be discharged in connection with such sale;

     THIRD, Equally and Ratably, to the respective Secured Debt Representatives for application to the payment of all outstanding Secured Debt and any other Secured Debt Obligations that are then due and payable in such order as may be provided in the Secured Debt Documents in an amount sufficient to pay in full in cash all outstanding Secured Debt and all other Secured Debt Obligations that are then due and payable (including all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Secured Debt Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of (1) 100% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Secured Debt Document) of all outstanding letters of credit, if any, constituting Secured Debt); and

     FOURTH, any surplus remaining after the payment in full in cash of amounts described in the preceding clauses will be paid to the applicable Issuer or the applicable Guarantor, as the case may be, its successors or assigns, or as a court of competent jurisdiction may direct.

          (b) This Section 3.4 is intended for the benefit of, and will be enforceable as a third-party beneficiary by, each present and future holder of Secured Debt Obligations, each present and future Secured Debt Representative and the Collateral Trustee as holder of Secured Debt Liens. The Secured Debt Representative of each future Series of Secured Debt will be required to deliver a Collateral Trust Joinder including a lien sharing and priority confirmation as provided in Section 3.8 at the time of incurrence of such Series of Secured Debt.

          (c) In connection with the application of proceeds pursuant to Section 3.4(a), except as otherwise directed by an Act of Required Debtholders, the Collateral Trustee may sell any non-cash proceeds for cash prior to the application of the proceeds thereof.

     SECTION 3.5 Powers of the Collateral Trustee .

          (a) Each Secured Debt Representative and each holder of Secured Debt Obligations irrevocably authorizes and empowers the Collateral Trustee to enter into and perform its obligations and protect, perfect, exercise and enforce its interest, rights, powers and remedies under the Security Documents and applicable law and in equity and to act as set forth in this Article 3 or as requested in any lawful directions given to it from time to time in respect of any matter by an Act of Required Debtholders.

          (b) No Secured Debt Representative or holder of Secured Debt Obligations will have any liability whatsoever for any act or omission of the Collateral Trustee other than for acts or omissions at the direction of such Secured Debt Representative or holder of Secured Debt Obligations.

     SECTION 3.6 Documents and Communications . The Collateral Trustee will permit each Secured Debt Representative and each holder of Secured Debt Obligations upon reasonable written notice from time to time to inspect and copy, at the cost and expense of the party requesting such copies, any and all Security Documents and other documents, notices, certificates, instructions or communications received by the Collateral Trustee in its capacity as such.

     SECTION 3.7 For Sole and Exclusive Benefit of Holders of Secured Debt Obligations . The Collateral Trustee will accept, hold, administer and enforce all Liens on the Collateral at any time transferred or delivered to it and all other interests, rights, powers and remedies at any time granted to or enforceable by the Collateral Trustee and all other property of the Trust Estate solely and exclusively for the benefit of the present and future holders of present and future Secured Debt Obligations, and will distribute all proceeds received by it in realization thereon or from enforcement thereof solely and exclusively pursuant to the provisions of Section 3.4.

     SECTION 3.8 Additional Secured Debt .

          (a) The Collateral Trustee will, as collateral trustee, recognize a holder of Additional Secured Debt entitled to the benefits of holders of Secured Debt under this Agreement with respect to each holder of Secured Debt Obligations of a Series of Secured Debt that is issued or incurred after the date hereof that:

          (1) holds Secured Debt Obligations that are identified as Secured Debt in accordance with the procedures set forth in Section 3.8(b); and

          (2) executes, through its designated Secured Debt Representative identified pursuant to Section 3.8(b), a Collateral Trust Joinder and delivers the same to the Collateral Trustee.

          (b) The Issuers will be permitted to designate as an additional holder of Secured Debt Obligations hereunder each Person who is, or who becomes, the registered holder of Secured Debt incurred by any Issuer or any Guarantor after the date of this Agreement in accordance with the terms of all applicable Secured Debt Documents. The Issuers may only

effect such designation by delivering to the Collateral Trustee an Additional Secured Debt Designation stating that:

          (1) the applicable Issuer or Guarantor intends to incur additional Secured Debt ( “ Additional Secured Debt ” ) which will be Secured Debt permitted by each applicable Secured Debt Document to be secured by a Secured Debt Lien Equally and Ratably with all previously existing and future Secured Debt;

          (2) specifying the name and address of the Secured Debt Representative for such series of Additional Secured Debt for purposes of Section 7.6.

          (3) each Issuer and Guarantor has duly authorized, executed (if applicable) and filed, registered or recorded (or caused to be filed, registered or recorded) in each appropriate governmental office all relevant filings, registrations and recordations, if any, as are necessary to cause the Additional Secured Debt to be secured by the Collateral in accordance with the Security Documents;

          (4) attached as Exhibit 1 to such Additional Secured Debt Designation is a Reaffirmation Agreement duly executed by the Issuers and each Guarantor, which Reaffirmation Agreement shall be substantially in the form of Exhibit 1 to Exhibit A hereto; and

          (5) the Issuers have caused a copy of the Additional Secured Debt Designation and the related Collateral Trust Joinder to be delivered to each then-existing Secured Debt Representative.

Although the Issuers shall be required to deliver a copy of each Additional Secured Debt Designation and each Collateral Trust Joinder to each then existing Secured Debt Representative, the failure to so deliver a copy of the Additional Secured Debt Designation and/or Collateral Trust Joinder to any then existing Secured Debt Representative shall not affect the status of such debt as Additional Secured Debt if the other requirements of this Section 3.8 are complied with. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow any Issuer or any Guarantor to incur additional Indebtedness unless otherwise permitted by the terms of all applicable Secured Debt Documents. Liens upon the Collateral to secure Additional Secured Debt shall be created pursuant to the Security Documents that create Liens upon the Collateral to secure the Notes and all other Obligations in respect of the Notes; provided , that, to the extent required by applicable law, such Liens upon the Collateral to secure Additional Secured Debt may be created pursuant to separate Security Documents, which shall be in substantially the same form as the applicable Security Documents creating the Liens upon the Collateral to secure the Notes and all other Obligations in respect of the Notes. Additional Secured Debt shall not be secured by Liens upon any Collateral to the extent that the Notes and all other Obligations in respect of the Notes are not also secured by Liens on such Collateral. Additional Secured Debt shall not be guaranteed by any Person unless such Person also executes a Note Guarantee.

ARTICLE 4. OBLIGATIONS ENFORCEABLE BY THE ISSUERS AND THE GUARANTORS

     SECTION 4.1 Release of Liens on Collateral .

          (a) The Collateral Trustee’s Liens upon the Collateral will be released:

          (1) in whole, upon (A) payment in full and discharge of all outstanding Secured Debt and all other Secured Debt Obligations that are outstanding, due and payable at the time all of the Secured Debt is paid in full and discharged and (B) termination or expiration of all commitments to extend credit under all Secured Debt Documents and the cancellation or termination or cash collateralization (at the lower of (1) 100% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Secured Debt Documents) of all outstanding letters of credit issued pursuant to any Secured Debt Documents;

          (2) as to any Collateral that is sold, transferred or otherwise disposed of by any Issuer or any Guarantor to a Person that is not (either before or after such sale, transfer or disposition) an Issuer or a Guarantor in a transaction or other circumstance that is permitted by the Indenture and, if applicable, complies with Section 4.10 of the Indenture and is permitted by all of the other Secured Debt Documents, at the time of such sale, transfer or other disposition or to the extent of the interest sold, transferred or otherwise disposed of; provided that the Collateral Trustee’s Liens upon the Collateral will not be released if the sale or disposition is subject to Section 5.01 of the Indenture;

          (3) as to a release of less than all or substantially all of the Collateral (other than pursuant to Section 4.1(a)(2)), if consent to the release of all Secured Debt Liens on such Collateral has been given by an Act of Required Debtholders; and

          (4) as to a release of all or substantially all of the Collateral (other than pursuant to Sections 4.1(a)(2) or (3)), if (A) consent to release of that Collateral has been given by the requisite percentage or number of holders of each Series of Secured Debt at the time outstanding as provided for in the applicable Secured Debt Documents and (B) the Issuers have delivered an Officer’s Certificate to the Collateral Trustee certifying that any such necessary consents have been obtained.

          (b) The Collateral Trustee agrees for the benefit of the Issuers and the Guarantors that if the Collateral Trustee at any time receives:

          (1) an Officer’s Certificate stating that (A) the signing officer has read Article 4 of this Agreement and understands the conditions, provisions and the definitions relating hereto, (B) such officer has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not the conditions precedent in this Agreement and all other Secured Debt Documents, if any, relating to the release of the Collateral have been complied with and (C) in the opinion of such officer, such conditions precedent, if any, have been complied with;

          (2) the proposed instrument or instruments releasing such Lien as to such property in recordable form, as applicable; and

          (3) the written confirmation of each Secured Debt Representative (such confirmation to be given following receipt of, and based solely on, the Officer’s Certificate described in clause (b)(1) above) that, in its view, such release is permitted by Section 4.1(a) and the respective Secured Debt Documents governing the Secured Debt Obligations the holders of which such Secured Debt Representative represents;

then the Collateral Trustee will execute (with such acknowledgements and/or notarizations as are required) a